20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

For the fiscal year ended March 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

For the transition period from                      to                     

OR

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED

Date of event requiring this shell company report                     

Commission file number: 001-34798

SMART TECHNOLOGIES INC.

(Exact name of Registrant as specified in its charter)

Province of Alberta, Canada

(Jurisdiction of incorporation or organization)

3636 Research Road N.W., Calgary, Alberta Canada T2L 1Y1

(Address of principal executive offices)

Jeffrey A. Losch

(403) 245-0333

JeffLosch@smarttech.com

3636 Research Road N.W., Calgary, Alberta Canada T2L 1Y1

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Class A Subordinate Voting Shares, no par value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

41,521,171 Class A Subordinate Voting Shares as of March 31, 2013

79,464,195 Class B Shares as of March 31, 2013

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨ Accelerated filer  ¨ Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  x International Financial Reporting Standards as issued by the International Accounting Standards Board  ¨ Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:    Item 17  ¨    Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

SMART TECHNOLOGIES INC.

FORM 20-F ANNUAL REPORT

TABLE OF CONTENTS

GENERAL INTERPRETATION MATTERS	1
FORWARD-LOOKING STATEMENTS	1
INDUSTRY AND MARKET DATA	2
PART I	3
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	3
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	3
ITEM 3. KEY INFORMATION	3
A. Selected Financial Data	3
B. Capitalization and Indebtedness	4
C. Reasons for the Offer and Use of Proceeds	4
D. Risk Factors	4
ITEM 4. INFORMATION ON THE COMPANY	24
A. History and Development of the Company	24
B. Business Overview	25
C. Organizational Structure	31
D. Property, Plant and Equipment	32
ITEM 4A. UNRESOLVED STAFF COMMENTS	32
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	32
A. Operating Results	32
B. Liquidity and Capital Resources	42
C. Research and Development, Patents and Licenses, etc.	43
D. Trend Information	43
E. Off-Balance Sheet Arrangements	43
F. Tabular Disclosure of Contractual Obligations	44
G. Safe Harbor	44
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	45
A. Directors and Senior Management	45
B. Compensation	47
C. Board Practices	61
D. Employees	63
E. Share Ownership	63
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	64
A. Major Shareholders	64
B. Related Party Transactions	65
C. Interest of Experts and Counsel	67
ITEM 8. FINANCIAL INFORMATION	67
A. Consolidated Statements and Other Financial Information	67
B. Significant Changes	68

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ITEM 9. THE OFFER AND LISTING	68
A. Offer and Listing Details	68
B. Plan of Distribution	68
C. Markets	68
D. Selling Shareholders	69
E. Dilution	69
F. Expenses of the Issue	69
ITEM 10. ADDITIONAL INFORMATION	69
A. Share Capital	69
B. Memorandum and Articles of Incorporation	69
C. Material Contracts	71
D. Exchange Controls	71
E. Taxation	71
F. Dividends and Paying Agents	73
G. Statement by Experts	73
H. Documents on Display	73
I.  Subsidiary Information	73
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	73
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	75
A. Debt Securities	75
B. Warrants and Rights	75
C. Other Securities	75
D. American Depositary Shares	75
PART II	76
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	76
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	76
ITEM 15. CONTROLS AND PROCEDURES	76
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	77
ITEM 16B. CODE OF ETHICS	77
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	78
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	78
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	78
ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT	79
ITEM 16G. CORPORATE GOVERNANCE	79
PART III	80
ITEM 17. FINANCIAL STATEMENTS	80
ITEM 18. FINANCIAL STATEMENTS	80
ITEM 19. EXHIBITS	80

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GENERAL INTERPRETATION MATTERS

Unless the context otherwise requires, any reference to the “Company”, “SMART Technologies”, “SMART”, “we”, “our”, “us” or similar terms refers to SMART Technologies Inc. and its subsidiaries. Because our fiscal year ends on March 31, references to a fiscal year refer to the fiscal year ended March 31 of the same calendar year. For example, when we refer to fiscal 2013, we mean our fiscal year ended March 31, 2013. Unless otherwise indicated, all references to “$” and “dollars” in this annual report mean United States (“U.S.”) dollars. is a registered trademark in Canada, the United States and in member countries of the European Union. SMART Board^®, SMART Response™, SMART Notebook™, SMART Meeting Pro™, LightRaise™, SMART Table^®, SMART Podium™, SMART Exchange™, SMART Document Camera™, SMART Sync™, Bridgit^®, SMART Room System™, smarttech™, the SMART logo and all SMART taglines are marks, common law or registered, of SMART Technologies Inc. in the U.S. and/or other countries. All third-party product and company names are for identification purposes only and may be trademarks of their respective owners.

FORWARD-LOOKING STATEMENTS

This annual report includes “forward-looking statements” which reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and the technology product industry and business, demographic and other matters in general. Statements which include the words “expanding”, “expect”, “increase”, “intend”, “plan”, “believe”, “project”, “estimate”, “anticipate”, “may”, “will”, “continue”, “further”, “seek” and similar words or statements of a future or forward-looking nature identify forward-looking statements for purposes of the applicable securities laws or otherwise. In particular and without limitation, this annual report contains forward-looking statements pertaining to general market conditions, our strategy and prospects, including expectations of the education and enterprise markets for our products, our plans and objectives for future operations, productivity enhancements and cost savings, our future financial performance and financial condition, the addition of new products to our portfolio and enhancements to current products, our industry, opportunities in the education and enterprise markets and licensing opportunities, working capital requirements, our acquisition strategy, regulation, exchange rates and income tax considerations.

All forward-looking statements address matters that involve risks, uncertainties and assumptions. Accordingly, there are or will be important factors and assumptions that could cause our actual results and other circumstances and events to differ materially from those indicated in these statements. We believe that these factors and assumptions include, but are not limited to, the following:

• competition in our industry;

• changes to our business model;

• our substantial debt could adversely affect our financial condition;

• our inability to service our indebtedness;

• our ability to enhance current products and develop and introduce new products;

• reduced spending by our customers due to changes in the spending policies or budget priorities for government funding;

• our ability to successfully execute our strategy to grow in the enterprise market;

• possible changes in the demand for our products;

• our ability to maintain sales in developed markets that are more saturated;

• our ability to grow our sales in foreign markets;

• the development of the market for interactive learning and collaboration products;

• the potential negative impact of product defects;

• our ability to establish new relationships and to build on our existing relationships with our resellers and distributors;

• our ability to successfully obtain patents or registration for other intellectual property rights or protect, maintain and enforce such rights;

• third-party claims of infringement or violation of, or other conflicts with, intellectual property rights by us;

• our ability to attract, retain and motivate qualified personnel;

• uncertainty or disruptions as a result of changes in our senior management;

• the reliability of component supply and product assembly and logistical services provided by third parties;

• our ability to manage our systems, procedures and controls;

• our ability to protect our brand;

• our ability to manage risks inherent in foreign operations;

• the potential of increased costs related to future restructuring and related charges;

• our ability to achieve the benefits from and integrate the operations of businesses we acquire;

• our ability to achieve the benefits of strategic partnerships;

• the potential negative impact of system failures or cyber security attacks;

• our ability to manage cash flow, foreign exchange risk and working capital;

• our ability to manage, defend and settle litigation; and

• other factors mentioned in the section entitled “Risk Factors.”

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. The foregoing list should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in this annual report, including the section entitled “Risk Factors.” Although we believe that the assumptions inherent in the forward-looking statements contained in this annual report are reasonable, undue reliance should not be placed on these statements, which apply only as of the date hereof. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this annual report concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share is based on information from independent industry organizations such as Futuresource Consulting Ltd. (“Futuresource”), other third-party sources (including industry publications, surveys and forecasts) and management estimates. The Futuresource report referred to in this annual report is the Interactive Whiteboards and Interactive Flat Panel Displays in the Education and Corporate Sectors: Quarterly Market Track—Quarter 1, 2013. “Interactive display” in the Futuresource report collectively refers to the product categories of interactive whiteboards and interactive flat panels.

Unless otherwise indicated, management estimates are derived from publicly-available information released by independent industry analysts and third-party sources, as well as data from our internal research and historical experience, and are based on assumptions made by us based on such data and our knowledge of our industry and markets, which we believe to be reasonable. Our internal research has not been verified by any independent source, and we have not independently verified any of the third-party information to which we refer. While we believe the market position, market opportunity and market share information included in this annual report are generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections of this annual report entitled “Forward-Looking Statements” and “Risk Factors.” These and other factors could cause our results to differ materially from those we have anticipated based on our estimates and those made by independent industry analysts and third-party sources that we take into account when making our estimates.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

The following selected financial data as of and for each of the years in the five-year period ended March 31, 2013 is derived from our audited consolidated financial statements. The selected financial data should be read in conjunction with the Company’s operating and financial review and prospects in Item 5 of this annual report, the consolidated financial statements and related notes in Item 18 of this annual report, and other financial information included elsewhere in this annual report.

	Fiscal Year Ended March 31,
	2013			2012			2011			2010			2009
	(in thousands of U.S. dollars, except shares and per share data)
Consolidated Statements of Operations Data
Revenue		589,370			745,800			790,055			647,975			468,156
Operating (loss) income		(46,015	)		60,564			124,756			133,176			69,424
Net (loss) income		(54,495	)		31,044			68,846			142,032			(106,657	)
(Loss) earnings per share
Basic		(0.45	)		0.25			0.53			0.81			(0.63	)
Diluted		(0.45	)		0.25			0.53			0.81			(0.63	)
Weighted-average number of shares outstanding
Basic		120,744,832			122,726,275			130,775,288			176,322,584			170,096,497
Diluted		120,774,832			123,370,043			130,775,288			176,322,584			170,096,497
Consolidated Balance Sheet Data
Total assets		473,186			539,565			546,223			528,094			300,543
Net assets		(61,016	)		(11,609	)		(43,273	)		(694,315	)		(682,333	)
Long-term debt (including current portion)		288,225			291,275			339,325			997,798			823,611
Share capital(1)		692,270			696,399			721,819			161,274			160,247
Period end number of shares outstanding		120,985,366			121,445,305			123,772,791			181,053,688			170,096,497

(1) The Company is authorized to issue Class A Subordinate Voting Shares and Class B Shares. Each Class A Subordinate Voting Share entitles its holder to one vote, and each Class B Share entitles its holder to 10 votes. Within this annual report, the term “Shares” refers to Class A Subordinate Voting Shares and Class B Shares together, and the term “Shareholders” refers to all holders of Shares.

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Currency Exchange Rates

The following tables set out, in Canadian dollars (“CDN$”), the exchange rates for the U.S. dollar, based on the closing rates as reported by the Bank of Canada through January 2013 and the Bank of America thereafter. On June 19, 2013, the closing exchange rate was US$1.00 equals CDN$1.0214.

	Fiscal Year Ended March 31,
	2013		2012		2011		2010		2009
Average		1.0011		0.9930		1.0167		1.0906		1.1260

	Calendar 2013
	June (through June 19)		May		April		March		February		January
High		1.0370		1.0032		1.0265		1.0322		1.0261		0.9838
Low		1.0157		1.0399		1.0105		1.0162		0.9956		1.0065

B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D. RISK FACTORS

Risks Related to Our Business

We operate in a highly competitive industry.

We are engaged in an industry that is highly competitive. Because our industry is evolving and characterized by technological change, it is difficult for us to predict whether, when and by whom new competing technologies may be introduced or when new competitors may enter the market. We face increased competition from companies with strong positions in certain markets we currently serve and in new markets and regions we may enter. These companies manufacture and/or distribute new, disruptive or substitute products that compete for the pool of available funds that previously could have been spent on interactive displays and associated products. We compete with other interactive display developers such as Promethean World Plc, Hitachi, Ltd., LG Electronics, Inc., BenQ Corporation, Samsung Electronics Co., Sharp Corporation and Seiko Epson Corp. Additionally, makers of personal computer technologies, tablets, television screens, smart phones and other technology companies such as Apple Inc., Cisco Systems, Inc., Dell Inc., Hewlett-Packard Company, Google Inc., Microsoft Corporation and Polycom, Inc. have provided, and continue to provide, integrated solutions that include interactive learning and collaboration features substantially similar to those offered by our products, and promote their existing technologies and alternative products as substitutes for our products. Many of our current and potential future competitors have significantly greater financial and other resources than we do and have spent, and may continue to spend, significant amounts of resources to try to enter or expand their presence in the market. In addition, low cost competitors have appeared in China and other countries. We may not be able to compete effectively against these current and future competitors. Increased competition or other competitive pressures have and may continue to result in price reductions, reduced margins or loss of market share, any of which could have a material adverse effect on our business, financial condition or results of operations. For example, demand for our interactive displays may have been negatively impacted by additional competition in the interactive display market and from alternative products, such as tablet computers, and may continue to decrease in the future.

Some of our customers are required to purchase equipment by soliciting proposals from a number of sources and, in some cases, are required to purchase from the lowest bidder. While we attempt to price our products

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competitively based upon the relative features they offer, our competitors’ prices and other factors, we are often not the lowest bidder and may lose sales to lower bidders. When we are the successful bidder, it is most often as a result of our products being perceived as providing better value to the customer. Our ability to provide better value to the customer depends on continually enhancing our current products and developing new products at competitive prices and in a timely manner. We cannot assure that we will be able to continue to maintain our value advantage and be competitive. See “—If we are unable to continually enhance our current products and to develop, introduce and sell new technologies and products at competitive prices and in a timely manner, our business would be harmed.”

Competitors may be able to respond to new or emerging technologies and changes in customer requirements more effectively than we can, or devote greater resources to the development, promotion and sale of products than we can. Current and potential competitors may establish cooperative relationships among themselves or with third parties, including through mergers or acquisitions, to increase the ability of their products to address the needs of our current or prospective customers. If these interactive display competitors or other substitute or alternative technology competitors acquire significantly increased market share, it could have a material adverse effect on our business, financial condition or results of operations.

Our business is going through a challenging period and we have considered and may continue to consider changes to our business model.

Our business is going through a challenging period and we have recently experienced significant changes in our senior management. See “—Recent changes to our senior management may cause uncertainty in, or be disruptive to, our business.”

As a result of this challenging period and management change, management has considered and may continue to consider changes to our business model. For example, we currently intend to monetize our education software and services that we have been providing for free with our hardware. We also intend to expand our offering of software to further integrate disparate devices in classrooms. While we believe that we have an opportunity to monetize the software and services that are currently being used, in addition to expanding our software offering and charging fees for new software and service offerings, our business to date has primarily been driven by the sale of our interactive displays. We also believe that there will be a shift in our product mix from interactive whiteboards to interactive flat panels and a shift in sales towards emerging markets, which may result in lower gross margins.

We may not be able to achieve or fully implement, if at all, any changes to our business model, including our intention to monetize our education software and services and expand our software offering. In addition, any such changes may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses incurred.

The level and upcoming maturities of our current and future debt could have an adverse impact on our business.

We have substantial debt outstanding and we may incur additional indebtedness in the future. As of March 31, 2013, we had $288.2 million of outstanding indebtedness.

The high level of our indebtedness, among other things, could:

• make it difficult for us to make payments on our debt;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;

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• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit our ability to borrow additional funds.

Our undrawn revolving credit facilities mature in August 2013 and our current term loan matures in August 2014. In March 2013, we withdrew a proposed offering of senior secured notes to refinance our maturing debt. If additional debt financing is not available when required or is not available on acceptable terms, we may be unable to refinance our maturing debt which would result in an event of default thereunder, which would have a substantial material adverse effect on our ability to operate as a going concern. In addition, we would not be able to grow our business, take advantage of business opportunities or respond to competitive pressures, any of which could also have a material adverse effect on our operating results and financial condition.

A substantial portion of our debt bears interest at floating rates and we are therefore exposed to fluctuations in interest rates. In order to mitigate the effects of increases in interest rates on our cash flows, from time to time we enter into derivative instruments, including interest rate swaps. These hedging activities mitigate but do not eliminate our exposure to interest rate fluctuations and, as a result, interest rate fluctuations may materially adversely affect our operating results in future periods.

If we are unable to continually enhance our current products and to develop, introduce and sell new technologies and products at competitive prices and in a timely manner, our business would be harmed.

The market for interactive learning and collaboration solutions is still emerging and evolving. It is characterized by rapid technological change and frequent new product introductions, many of which may compete with, be considered as alternatives to or replace our interactive displays. For example, we have recently observed significant sales of tablet computers by competitors to school districts in the U.S. whose technology budgets could otherwise have been used to purchase interactive displays. Accordingly, our future success depends upon our ability to enhance our current products and to develop, introduce and sell new technologies and products offering enhanced performance and functionality at competitive prices and in a timely manner.

The development of new technologies and products involves time, substantial costs and risks. We are currently developing and introducing a substantial number of new products. Our ability to successfully develop new technologies depends in large measure on our ability to maintain a technically skilled research and development staff and to adapt to technological changes and advances in the industry. The success of new product introductions depends on a number of factors including timely and successful product development, market acceptance, the effective management of purchase commitments and inventory levels in line with anticipated product demand, the availability of components in appropriate quantities and costs to meet anticipated demand, the risk that new products may have quality or other defects and our ability to manage distribution and production issues related to new product introductions. If we are unsuccessful in selling the new products that we are currently developing and introducing, or any future products that we may develop, we may carry obsolete inventory and have reduced available working capital for the development of other new technologies and products.

If we are unable, for any reason, to enhance, develop, introduce and sell new products in a timely manner, or at all, in response to changing market conditions or customer requirements or otherwise, our business would be harmed.

Decreases in, or stagnation of, spending or changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers or government agencies may have a material adverse effect on our revenue.

Our customers include primary and secondary schools, colleges, universities, other education providers, and, to a lesser extent, government agencies, each of which depends heavily on government funding. The recent worldwide recession of 2008 and 2009 and subsequent sovereign debt and global financial crisis have

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resulted in substantial declines in the revenues and fiscal capacity of many national, federal, state, provincial and local governments. Many of those governments have reacted to the decreases in revenues and could continue to react to the decreases in revenue by cutting funding to those educational institutions and, if our products are not a high priority expenditure for those institutions, or if institutions allocate expenditures to substitute or alternative technologies, we could lose revenue.

Any additional decrease in, stagnation of or change in national, federal, state, provincial or local funding for primary and secondary schools, colleges, universities, or other education providers or for government agencies that use our products could cause our current and prospective customers to further reduce their purchases of our products, which could cause us to lose additional revenue. In addition, a specific reduction in governmental funding support for products such as ours could also cause us to lose revenue.

We may not be successful in our strategy to grow in the enterprise market.

A substantial majority of our revenue has been derived from sales to the education market. Because we sell our products through resellers and distributors, we are unable to precisely quantify the portion of our revenue that is derived from any particular market. However, we estimate that based on fiscal 2013 operating results, approximately 10-15% of our revenue was derived from the enterprise market. Our business strategy contemplates expanding our sales to this market. However, there has not been widespread adoption of interactive display and collaboration solutions in the enterprise market and these solutions may fail to achieve wide acceptance in this market. Successful expansion into the enterprise market will require us to augment and develop new distributor and reseller relationships and we may not be successful in developing those relationships. In addition, widespread acceptance of our collaboration solutions may not occur due to lack of familiarity with how our products work, the perception that our products are difficult to use and a lack of appreciation of the contribution they can make to enterprises. We may not be successful in achieving penetration in the enterprise market for other reasons as well. In addition, our brand is less recognized in the enterprise market than it is in the education market. A key part of our strategy to grow in the enterprise market is to develop strategic alliances with companies in the unified communications and collaboration sector and there can be no assurance that these strategic alliances will help us to successfully grow our sales in this market.

Furthermore, our ability to successfully grow in the enterprise market depends upon revenue and cash flows derived from sales to the education market. As the education market represents a significant portion of our revenue and cash flow, we utilize cash from sales in the education market for our operating expenses. If we cannot continue to augment and develop new distributor and reseller relationships, market our brand, develop strategic alliances and innovate new technologies, including as a result of decreased revenue from the education market, we may not be successful in our strategy to grow in the enterprise market.

We generate a substantial majority of our revenue from the sale of our interactive displays, and any significant reduction in sales of these products would materially harm our business.

We generated approximately 79% of our revenue from sales of our interactive displays and integrated projectors during fiscal 2013. A decrease in demand for our interactive displays would significantly reduce our revenue. If any of our competitors introduces attractive alternatives to our interactive displays, we could experience a significant decrease in sales as customers migrate to those alternative products, see “—We operate in a highly competitive industry” above.

Our future sales of interactive displays in developed markets may slow or decrease as a result of market saturation in those countries.

FutureSource Consulting Inc. estimates that, as of December 31, 2012, approximately 47% of classrooms in the U.S., 85% of classrooms in the U.K., and 53% of classrooms in Australia already have an interactive display. As a result of these high levels of penetration, the education market for interactive displays in those

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countries may have reached saturation levels. Future sales growth in those markets and other developed markets with similar penetration levels may, as a result, be difficult to achieve, and our sales of interactive displays may decline in those countries. If we are unable to replace the revenue and earnings we have historically derived from sales of interactive displays to the education market in these developed markets, whether through sales of additional products, sales in other markets, sales in the enterprise market or otherwise, our business, financial condition and results of operations may be materially adversely affected.

We face significant challenges growing our sales in foreign markets.

As the market for interactive learning and collaboration products and solutions in North America and the United Kingdom has become more saturated, the growth rate of our revenue in those countries has decreased and, as a result, our revenue growth has become more dependent on sales in other foreign markets. In order for our products to gain broad acceptance in foreign markets, we may need to develop customized solutions specifically designed for each country in which we seek to grow our sales and to sell those solutions at prices that are competitive in that country. For example, while our hardware requires only minimal modification to be usable in other countries, our software and content requires significant customization and modification to adapt to the needs of foreign customers. Specifically, our software will need to be adapted to work in a user-friendly way in several languages and alphabets, and content that fits the specific needs of foreign customers (such as, for example, classroom lessons adapted to specific foreign curricula) will need to be developed. If we are not able to develop, or choose not to support, customized products and solutions for use in a particular country, we may be unable to compete successfully in that country and our sales growth in that country will be adversely affected. We cannot assure you that we will be able to successfully develop or choose to support customized solutions for each foreign country in which we seek to grow our sales or that our solutions, if developed, will be competitive in the relevant country.

Growth in many foreign countries will require us to price our products at prices that are competitive in the context of those countries. In certain developing countries, we have been and may continue to be required to sell our products at prices significantly below those that we are currently charging in developed countries. Such pricing pressures could reduce our gross margins and adversely impact revenue.

Our customers’ experience with our products is directly affected by the availability and quality of our customers’ Internet access. We are unable to control broadband penetration rates and to the extent that broadband growth in emerging markets slows, our growth in international markets could be hindered.

In addition, we face lengthy and unpredictable sales cycles in foreign markets, particularly in countries with centralized decision making. In these countries, particularly in connection with significant technology product purchases, we have experienced recurrent requests for proposals, significant delays in the decision making process and, in some cases, indefinite deferrals of purchases or cancellations of requests for proposals. If we are unable to overcome these challenges, the growth of our sales in these markets would be adversely affected.

The emerging market for interactive learning and collaboration solutions may not develop as we expect.

The market for interactive learning and collaboration solutions is evolving rapidly and is characterized by an increasing number of market entrants. As is typical of a rapidly evolving industry, the demand for and market acceptance of these solutions are uncertain. The adoption of these solutions may not become widespread. If the market for these solutions fails to develop or develops more slowly than we anticipate, sales may decline from current levels or we may fail to achieve growth.

Defects in our products can be difficult to detect before shipment. If defects occur, they could have a material adverse effect on our business.

Our products are highly complex and sophisticated and, from time to time, have contained and may continue to contain design defects or software “bugs” or failures that are difficult to detect and correct. Errors or

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defects may be found in new products after commercial shipments and we may be unable successfully to correct such errors or defects in a timely manner or at all. The occurrence of errors and defects in our products could result in loss of, or delay in, market acceptance of our products, including as a result of harm to our brand, and correcting such errors and failures in our products could require significant expenditure of capital by us. In addition, we are rapidly developing and introducing new products, and new products may have a higher rate of errors and defects than our established products. We historically have provided warranties on interactive displays for between two and five years, and the failure of our products to operate as described could give rise to warranty claims. The consequences of such errors, failures and other defects and claims could have a material adverse effect on our business, financial condition, results of operations and our reputation.

We depend upon resellers and distributors to promote and sell our products.

Substantially all our sales are made through resellers and distributors. Industry and economic conditions have the potential to weaken the financial position of our resellers and distributors. Such resellers and distributors may no longer sell our products, or may reduce efforts to sell our products, which could materially adversely affect our business, financial condition and results of operations. Furthermore, if circumstances surrounding the ability of our resellers and distributors to repay their credit obligations were to deteriorate and result in the write-down or write-off of such receivables, it would negatively affect our operating results for the period in which they occur and, if significant, could materially adversely affect our business, financial condition and results of operations.

In addition, our resellers and most of our distributors are not contractually required to sell our products exclusively and may offer competing interactive display products, and therefore we depend on our ability to establish and develop new relationships and to build on existing relationships with resellers and distributors. We cannot assure that our resellers and distributors will act in a manner that will promote the success of our products. Factors that are largely within the control of those resellers and distributors but are important to the success of our products include:

• the degree to which our resellers and distributors actively promote our products;

• the extent to which our resellers and distributors offer and promote competitive products; and

• the quality of installation, training and other support services offered by our resellers and distributors.

In addition, if some of our competitors offer their products to resellers and distributors on more favorable terms or have more products available to meet their needs, there may be pressure on us to reduce the price of our products or those resellers and distributors may stop carrying our products or de-emphasize the sale of our products in favor of the products of these competitors. If we do not maintain and continue to build relationships with resellers and distributors our business will be harmed.

We may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business.

Our commercial success depends to a significant degree upon our ability to develop new or improved technologies and products, and to obtain patents or other intellectual property rights or statutory protection for these technologies and products in Canada, the United States and other countries. We seek to patent concepts, components, processes, designs and methods, and other inventions and technologies that we consider to have commercial value or that will likely give us a technological advantage. We own rights in patents and patent applications for technologies relating to interactive displays and other complementary products in Canada, the United States and other countries. Despite devoting resources to the research and development of proprietary technology, we may not be able to develop technology that is patentable or protectable. Patents may not be issued in connection with our pending patent applications and claims allowed may not be sufficient to allow us to use the inventions that we create exclusively. Furthermore, any patents issued to us could be challenged, re-

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examined, held invalid or unenforceable or circumvented and may not provide us with sufficient protection or a competitive advantage. In addition, despite our efforts to protect and maintain our patents, competitors and other third parties may be able to design around our patents or develop products similar to our products that are not within the scope of our patents. Finally, patents provide certain statutory protection only for a limited period of time that varies depending on the jurisdiction and type of patent. The statutory protection term of certain of our material patents may expire soon and, thereafter, the underlying technology of such patents can be used by any third party including our competitors.

A number of our competitors and other third parties have been issued patents, or may have filed patent applications, or may obtain additional patents or other intellectual property rights for technologies similar to those that we have developed, used or commercialized, or may develop, use or commercialize, in the future. As certain patent applications in the United States and other countries are maintained in secrecy for a period of time after filing, and as publication or public awareness of new technologies often lags behind actual discoveries, we cannot be certain that we were the first to develop the technology covered by our pending patent applications or issued patents or that we were the first to file patent applications for the technology covered by our issued patents and patent pending applications. In addition, the disclosure in our patent applications, including in respect of the utility of our claimed inventions, may not be sufficient to meet the statutory requirements for patentability in all cases. As a result, we cannot assure that our patent applications will result in valid or enforceable patents or that we will be able to protect or maintain our patents.

Prosecution and protection of the rights sought in patent applications and patents can be costly and uncertain, often involve complex legal and factual issues and consume significant time and resources. In addition, the breadth of claims allowed in our patents, their enforceability and our ability to protect and maintain them cannot be predicted with any certainty. The laws of certain countries may not protect intellectual property rights to the same extent as the laws of Canada or the United States. Even if our patents are held to be valid and enforceable in a certain jurisdiction, any legal proceedings that we may initiate against third parties to enforce such patents will likely be expensive, take significant time and divert management’s attention from other business matters. We cannot assure that any of our issued patents or pending patent applications will provide any protectable, maintainable or enforceable rights or competitive advantages to us.

In addition to patents, we rely on a combination of copyrights, trademarks, trade secrets and other related laws and confidentiality procedures and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights in the United States, Canada and other countries. However, our ability to protect our brand by registering certain trademarks may be limited. See “—We may not be able to protect our brand, and any failure to protect our brand would likely harm our business.” In addition, while we generally enter into confidentiality and nondisclosure agreements with our employees, consultants, contract manufacturers, distributors and resellers and with others to attempt to limit access to and distribution of our proprietary and confidential information, it is possible that:

• misappropriation of our proprietary and confidential information, including technology, will nevertheless occur;

• our confidentiality agreements will not be honored or may be rendered unenforceable;

• third parties will independently develop equivalent, superior or competitive technology or products;

• disputes will arise with our current or future strategic licensees, customers or others concerning the ownership, validity, enforceability, use, patentability or registrability of intellectual property; or

• unauthorized disclosure of our know-how, trade secrets or other proprietary or confidential information will occur.

We cannot assure that we will be successful in protecting, maintaining or enforcing our intellectual property rights. If we are not successful in protecting, maintaining or enforcing our intellectual property rights, then our business, operating results and financial condition could be materially adversely affected.

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We may infringe on or violate the intellectual property rights of others.

Our commercial success depends, in part, upon our not infringing or violating intellectual property rights owned by others. The industry in which we compete has many participants that own, or claim to own, intellectual property. We cannot determine with certainty whether any existing third-party patents, or the issuance of any new third-party patents, would require us to alter our technologies or products, obtain licenses or cease certain activities, including the sale of certain products.

We have received, and we may in the future receive, claims from third parties asserting infringement and other related claims. Litigation has been and may continue to be necessary to determine the scope, enforceability and validity of third-party intellectual property rights or to protect, maintain and enforce our intellectual property rights. Some of our competitors have, or are affiliated with companies having, substantially greater resources than we have, and these competitors may be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we can. Regardless of whether claims that we are infringing or violating patents or other intellectual property rights have any merit, those claims could:

• adversely affect our relationships with current or future distributors and resellers of our products;

• adversely affect our reputation with customers;

• be time-consuming and expensive to evaluate and defend;

• cause product shipment delays or stoppages;

• divert management’s attention and resources;

• subject us to significant liabilities and damages;

• require us to enter into royalty or licensing agreements; or

• require us to cease certain activities, including the sale of products.

If it is determined that we have infringed, violated or are infringing or violating a patent or other intellectual property right of any other person or if we are found liable in respect of any other related claim, then, in addition to being liable for potentially substantial damages, we may be prohibited from developing, using, distributing, selling or commercializing certain of our technologies and products unless we obtain a license from the holder of the patent or other intellectual property right. We cannot assure that we will be able to obtain any such license on a timely basis or on commercially favorable terms, or that any such licenses will be available, or that workarounds will be feasible and cost-efficient. If we do not obtain such a license or find a cost-efficient workaround, our business, operating results and financial condition could be materially adversely affected and we could be required to cease related business operations in some markets and restructure our business to focus on our continuing operations in other markets.

We rely on highly skilled personnel and, if we are unable to attract, retain or motivate qualified personnel, we may not be able to operate our business effectively.

Our success is largely dependent on our ability to attract and retain skilled employees. We have recently rationalized a significant portion of our personnel. Competition for highly skilled management, technical, research and development and other employees is intense in the high-technology industry and we may not be able to attract or retain highly qualified personnel in the future, including as a result of our recent restructuring. In making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the equity awards they would receive in connection with their employment. Our long-term incentive programs may not be attractive enough or perform sufficiently to attract or retain qualified personnel. If we are unable to attract and retain qualified personnel, our business may be harmed.

Recent changes to our senior management may cause uncertainty in, or be disruptive to, our business.

We have recently experienced significant changes in our senior management. In April 2012, our founders David Martin and Nancy Knowlton stepped down and Tom Hodson, who was our Chief Operating Officer,

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assumed the role of Interim CEO as we searched for a permanent CEO. In October 2012, Neil Gaydon was appointed our President and CEO, and Tom Hodson departed in February 2013. In November 2012, Warren Barkley was appointed Chief Technology Officer, which was a newly created role. In addition, Kelly Schmitt was appointed Vice President, Finance and CFO in November 2012. In March 2013, Greg Estell became President of the Education Business Unit, and in June 2013, Scott Brown became President of the Enterprise Business Unit.

These changes in our senior management may be disruptive to our business and, during the transition period, there may be uncertainty among investors, employees and others concerning our future direction and performance. Any such disruption or uncertainty could have a material adverse effect on our business, financial condition, results of operations and our reputation.

Our suppliers and contract manufacturers may not be able to supply components or products to us on a timely basis, on favorable terms or without quality control issues.

We rely on contract manufacturers for the assembly of our products and depend on obtaining adequate supplies of quality components on a timely basis with favorable terms. Some of those components, as well as certain complete products that we sell, are provided to us by only one supplier or contract manufacturer. We are subject to risks that disruptions in the operations of our sole or limited suppliers or contract manufacturers may cause them to decrease or stop production of these components and products, or that such suppliers and manufacturers do not produce components and products of sufficient quality. Alternative sources are not always available. Many of our components are manufactured overseas and have long lead times. We have from time to time experienced shortages of several of our products and components that we obtain from third parties. We cannot ensure that product or component shortages will not occur in the future. Because of the global reach of our supply chain, world events such as local disruptions, natural disasters or political conflict may cause unexpected interruptions to the supply of our products or components. We have also experienced unexpected demand for certain of our products. As a result of these factors, we have had, and may have in the future, delays in delivering the number of products ordered by our customers. If we cannot supply products due to a lack of components, or are unable to redesign products with other components in a timely manner, our business will be significantly harmed.

We do not have written agreements with several of our significant suppliers. Although we are endeavoring to enter into written agreements with certain of our suppliers, we cannot assure that our efforts will be successful. Even where we do have a written agreement for the supply of a component, there is no guarantee that we will be able to extend or renew that agreement on similar favorable terms, or at all, upon expiration or otherwise obtain favorable pricing in the future.

We depend on component manufacturing, product assembly and logistical services provided by third parties, some of which are sole source and many of which are located outside of Canada and the U.S.

All our components and finished products are manufactured or assembled, in whole or in part by a limited number of third parties. Most of these third parties are located outside of Canada and the U.S. For example, we rely on contract manufacturers based in China for the production of all our projectors used in our interactive whiteboard solution and on contract manufacturers based in Eastern Europe, Mexico, Korea and China for the final production of our completed interactive displays. We have also contracted with third parties to manage our transportation and logistics requirements. While these arrangements may lower costs, they also reduce our direct control over production and shipments. It is uncertain what effect such diminished control will have on the quality or availability of our products or on our flexibility to respond to changing conditions. Our failure to manage production and supply of our products adequately, or the failure of products to meet quality requirements, could materially adversely affect our business.

Although arrangements with our suppliers and contract manufacturers may contain provisions for warranty expense reimbursement, it may be difficult or impossible for us to recover from suppliers and contract

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manufacturers, and we may remain responsible to the customer for warranty service in the event of product defects. Any unanticipated product defect or warranty liability, whether pursuant to arrangements with suppliers, contract manufacturers or otherwise, could materially adversely affect our reputation and business.

Final assembly of our interactive display products is currently performed by contract manufacturers in Eastern Europe, Mexico, Korea and China. If assembly or logistics in these locations is disrupted for any reason, including natural disasters, information technology failures, breaches of systems security, military or terrorist actions or economic, business, labor, environmental, public health, or political issues, our business, financial condition and operating results could be materially adversely affected.

Any current or future financial problems of suppliers or contract manufacturers could adversely affect us by increasing costs or exposing us to credit risks of these suppliers or contract manufacturers or as the result of a complete cessation of supply. In addition, if suppliers or contract manufacturers or other third parties experience insolvency or bankruptcy, we may lose the benefit of any warranties and indemnities. If our contract manufacturers are unable to obtain the necessary components for our products in a timely manner, they may not be able to produce a sufficient supply of products, which could lead to reduced revenue, and our business, financial condition and results of operations could be harmed.

We may not be able to manage our systems, procedures and controls.

Our current and planned systems, procedures and controls may not be adequate to support our future operations. To manage any significant growth of our operations, we will need to improve our operational and financial systems, procedures and controls and may need to obtain additional systems. We may not be able to successfully integrate any additional operational and financial systems we may require in the future.

The volatility and lack of predictability in our business creates difficulties in budgeting expenses and forecasting demand for our products, which can lead to delays in managing the production and shipment of our products and to difficulties in managing cash flows. These difficulties could be exacerbated by our expansion into foreign markets and our intended commercialization of our software, see “—We face significant challenges growing our sales in foreign markets” and “—Our business is going through a challenging period and we have considered and may continue to consider changes to our business model.” If we are unable to manage our business operations, our results of operations and financial condition could be materially adversely affected.

We may not be able to protect our brand, and any failure to protect our brand would likely harm our business.

We regard our “SMART” brand as one of our most valuable assets. We believe that continuing to strengthen our brand is critical to achieving widespread acceptance of our products. However, we intend to spend substantially less in the future on advertising, marketing and other efforts to create and maintain brand recognition and loyalty among end-users. While we believe that members of our reseller network adequately create and maintain brand recognition, if our brand is not promoted, protected and maintained, our business could be harmed.

The unlicensed use of our trademarks by third parties could harm our reputation, impair such trademarks and adversely affect the strength and value of our brand in the marketplace and the associated goodwill. We use the term “SMART” in the branding of many of our products, such as the SMART Board interactive whiteboard, the SMART Response interactive response system and our SMART Notebook software. Because it is generally not possible to obtain trademark protection for a term that is descriptive, we may be unable to obtain, or may be unable to enforce, trademark rights for certain of our product brands such as “smart board” in certain jurisdictions. If we are unable to obtain or enforce such rights under applicable law, our ability to prevent our competitors and potential competitors from referring to their products using terms or trademarks that are confusingly similar to those of our products will be adversely affected. We are aware

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of situations in which our competitors have described their product generally as a “smart board.” While we seek to selectively defend against such dilution of our trademarks, we cannot assure that we will be successful in protecting our trademarks.

In addition, trademark protection is territorial and our ability to expand our business, including, for example, by offering different products or services or by selling our products in new jurisdictions, may be limited by prior use, common law rights or prior applications or registrations of certain trademarks by third parties in such jurisdiction.

Under applicable trademark law in certain jurisdictions, if a trademark becomes generic, rights in the mark may no longer be enforceable. To the extent that people refer generally to interactive displays as “smart boards” or if the “SMART” name were otherwise to become a generic term, we may be unable to prevent competitors and others from using our name for their products which could adversely affect our ability to leverage our brand and could harm our reputation if third-party products of lesser quality are mistaken for our products.

We are subject to risks inherent in foreign operations.

Sales outside the United States and Canada represented approximately 37% of our consolidated sales in fiscal 2013. We intend to continue to selectively pursue international market growth opportunities, which could result in those international sales accounting for a more significant portion of our revenue. We have committed, and may continue to commit, significant resources to our international operations and sales and marketing activities. While we have experience conducting business outside of the United States and Canada, we may not be aware of all the factors that may affect our business in foreign jurisdictions.

We are subject to a number of risks associated with international business activities that may increase costs, lengthen sales cycles and require significant management attention. International operations carry certain risks and associated costs, such as the complexities and expense of administering a business abroad, complications in compliance with, and unexpected changes in regulatory requirements, foreign laws, international import and export legislation, trading and investment policies, exchange controls, tariffs and other trade barriers, difficulties in collecting accounts receivable, potential adverse tax consequences, uncertainties of laws, difficulties in protecting, maintaining or enforcing intellectual property rights, difficulty in managing a geographically dispersed workforce in compliance with diverse local laws and customs, and other factors, depending upon the country involved. Moreover, local laws and customs in many countries differ significantly and compliance with the laws of multiple jurisdictions can be complex, difficult and costly. We cannot assure that risks inherent in our foreign operations will not have a material adverse effect on our business. See “—We face significant challenges growing our sales in foreign markets.”

We have incurred and may in the future incur restructuring and other charges, the amounts of which are difficult to predict accurately.

Our business is going through a challenging period and our stock price has declined since our initial public offering in July 2010 (the “IPO”). On October 24, 2012, after a comprehensive search conducted by our board of directors, we appointed Neil Gaydon as our President and CEO. As a result of this management change and the decline in our stock price, management has taken and may consider taking future actions, including cost-savings initiatives, business process reengineering initiatives, business restructuring initiatives, and other alternatives, which may result in restructuring and other charges, including for severance payments, consulting fees and professional fees. The amount and timing of these possible restructuring charges are not yet known. Any such actions resulting in restructuring or other charges, could materially adversely affect our results of operations and financial condition.

Acquisitions and joint ventures could result in operating difficulties, dilution and other harmful consequences.

We expect to evaluate and consider a wide array of potential strategic transactions, including joint ventures, business combinations, acquisitions and dispositions of businesses, technologies, services, products and

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other assets. At any given time we may be engaged in discussions or negotiations with respect to one or more of these types of transactions. Any of these transactions could be material to our financial condition and results of operations.

The process of integrating any acquired business may create unforeseen operating difficulties and expenditures and is itself risky. The areas where we may face difficulties include:

• diversion of management time, as well as a shift of focus from operating the businesses to issues related to integration and administration;

• declining employee morale and retention issues resulting from changes in compensation, or changes in management, reporting relationships, future prospects or the direction or culture of the business;

• the need to integrate each company’s accounting, management, information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;

• the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies;

• in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries;

• in some cases, the need to transition operations, end-users, and customers onto our existing platforms; and

• liability for activities of the acquired company before the acquisition, including violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities.

Moreover, we may not realize the anticipated benefits of any or all of our acquisitions, or may not realize them in the time frame expected. For example, in April 2010 we acquired NextWindow Ltd., a New Zealand based optical component company, and its business has, to date, not performed as well as we had anticipated. Future acquisitions or mergers may require us to issue additional equity securities, spend our cash, or incur debt, liabilities, and amortization expenses related to intangible assets or write-offs of goodwill, any of which could adversely affect our results of operations.

We have entered into and may continue to enter into strategic partnerships with third parties.

We have entered into and may continue to enter into strategic partnerships with third parties to gain access to new and innovative technologies and markets. Our partners are often large established companies. Negotiating and performing under these arrangements involves significant time and expense, and we may not have sufficient resources to devote to our strategic partnerships, particularly those with large established companies that have significantly greater financial and other resources than we do. The anticipated benefits of these arrangements may never materialize and performing under these arrangements may adversely affect our results of operations.

Our business and operations would suffer in the event of system failures or cyber security attacks.

The temporary or permanent loss of our computer and telecommunications equipment, servers and software systems, through natural disasters, casualty, energy blackouts, operating malfunction, software virus or malware, cyber security attacks or other sources, could disrupt our operations. We do not currently maintain a disaster recovery plan and no assurances can be given that we will be able to restore our operation within a sufficiently short time frame to avoid our business being disrupted. Any system failure or accident that causes interruptions in our operations could result in material harm to our business.

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If we are unable to ship and transport components and final products efficiently and economically across long distances and borders our business would be harmed.

We transport significant volumes of components and finished products across long distances and international borders. Any increases in our transportation costs, as a result of increases in the price of oil or otherwise, would increase our costs and the final prices of our products to our customers. In addition, any increases in customs or tariffs, as a result of changes to existing trade agreements between countries or otherwise, could increase our costs or the final cost of our products to our customers or decrease our margins. Such increases could harm our competitive position and could have a material adverse effect on our business. The laws governing customs and tariffs in many countries are complex, subject to many interpretations and often include substantial penalties for non-compliance. Disputes may arise and could subject us to material liabilities and have a material adverse effect on our business.

If our procedures to ensure compliance with export control laws are ineffective, our business could be harmed.

Our extensive foreign operations and sales are subject to far reaching and complex export control laws and regulations in the United States, Canada and elsewhere. Violations of those laws and regulations could have material negative consequences for us including large fines, criminal sanctions, prohibitions on participating in certain transactions and government contracts, sanctions on other companies if they continue to do business with us and adverse publicity.

If we are unable to integrate our products with certain third-party operating system software and other products, the functionality of our products could be adversely affected.

The functionality of our products depends on our ability to integrate our products with the operating system software and related products of providers such as Microsoft Corporation, Apple Inc., and the main distributors of Linux, among other providers. If integration with the products of those companies becomes more difficult, our products would likely be more difficult to use. Any increase in the difficulty of using our products would likely harm our reputation and the utility and desirability of our products, and, as a result, would likely have a material adverse effect on our business. Integrating our products with those of the main software platform providers is particularly critical to increasing our sales.

Our use of open source could impose limitations on our ability to distribute or commercialize our software products. We incorporate open source software into our software products. Although we monitor our use of open source software, the terms of many open source licenses have not been interpreted by Canadian, U.S. and other courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to distribute or commercialize our products. In such event, we could, for example, be required to distribute our proprietary code free of charge, to re-engineer our products or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely or efficient basis. If we are required to take any of the foregoing action, this could adversely affect our business, operating results and financial condition.

We also use and incorporate certain third-party software, technologies and proprietary rights into our software products and may need to utilize additional third-party software, technologies or proprietary rights in the future. Although we are not currently reliant in any material respect on any technology license agreement from a single third-party, if software suppliers or other third-party licensors terminate their relationships with us, we could face delays in product releases until equivalent technology can be identified, licensed or developed and integrated into our current software products. These delays, if they occur, could materially adversely affect our business, operating results and financial condition. If we are unable to redesign our software products to function without this third-party technology or to obtain or internally develop similar technology, we might be forced to limit the features available in our current or future software products.

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We are exposed to fluctuations in foreign currencies that may materially adversely affect our results of operations.

We are exposed to foreign exchange risk as a result of transactions in currencies other than our functional currency of the Canadian dollar. For example, all of our long-term debt is denominated in U.S. dollars. If the Canadian dollar depreciates relative to the U.S. dollar, the outstanding amount of that debt when translated to our Canadian dollar functional currency will increase. Although we report our results in U.S. dollars, a foreign exchange loss will result from the increase in the outstanding amount and that loss could materially adversely affect our results of operations.

In addition, we are exposed to fluctuations in foreign currencies as a result of transactions in currencies other than our reporting currency of the U.S. dollar. A large portion of our revenue and purchases of materials and components are denominated in U.S. dollars. However, a substantial portion of our revenue is denominated in other foreign currencies, primarily the Canadian dollar, Euro and British pound sterling. If the value of any of these currencies depreciates relative to the U.S. dollar, our foreign currency revenue will decrease when translated to U.S. dollars for financial reporting purposes. In addition, a significant portion of our cost of goods sold, operating costs and capital expenditures are incurred in other currencies, primarily the Canadian dollar, the Euro and the New Zealand dollar. If the value of any of these currencies appreciates relative to the U.S. dollar, our expenses will increase when translated to U.S. dollars for financial reporting purposes.

We monitor our foreign exchange exposures and, in certain circumstances, maintain net monetary asset and/or liability balances in foreign currencies and enter into forward contracts and other derivative contracts to convert a portion of our foreign currency denominated cash flows into Canadian dollars. These activities mitigate, but do not eliminate, our exposure to exchange rate fluctuations. As a result, exchange rate fluctuations may materially adversely affect our operating results in future periods.

Our working capital requirements and cash flows are subject to fluctuation which could have an adverse effect on our financial condition.

Our working capital requirements and cash flows have historically been, and are expected to continue to be, subject to quarterly and yearly fluctuations, depending on a number of factors. Factors which could result in cash flow fluctuations include:

• the level of sales and the related margins on those sales;

• the collection of receivables;

• the timing and size of purchases of inventory and related components; and

• the timing of payment on payables and accrued liabilities.

If we are unable to manage fluctuations in cash flow, our business, operating results and financial condition may be materially adversely affected. For example, if we are unable to effectively manage fluctuations in our cash flows, we may be unable to make required interest payments on our indebtedness.

We may need to raise additional funds to pursue our strategy or continue our operations, and we may be unable to raise capital when needed.

We believe that our existing working capital, expected cash flow from operations and other available cash resources will enable us to meet our working capital requirements for at least the next 12 months. However, the development and marketing of new products, the expansion of distribution channels and our intended commercialization of our software require a significant commitment of resources. From time to time, we may seek additional equity or debt financing to finance working capital requirements, continue our expansion, develop new products or make acquisitions or other investments. In addition, if our business plans change, general economic, financial or political conditions in our industry change, or other

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circumstances arise that have a material effect on our cash flow, the anticipated cash needs of our business, as well as our conclusions as to the adequacy of our available sources of capital, could change significantly. Any of these events or circumstances could result in significant additional funding needs, requiring us to raise additional capital. If additional funds are raised through the issuance of preferred shares or debt securities, the terms of such securities could impose restrictions on our operations. If financing is not available on satisfactory terms, or at all, we may be unable to expand our business or to develop new business at the rate desired and our results of operations may suffer.

The Company has settled in principle securities class action litigation in the United States and Canada, but such settlement is subject to various conditions.

The Company is a named defendant in putative class actions filed in the United States and Canada on behalf of the purchasers of the Class A Subordinate Voting Shares sold in the IPO. On March 13, 2013, we announced that the US and Canadian securities class action lawsuits involving Parent have been settled in principle. An agreement in principle with the plaintiffs has been entered into in the shareholder class actions SMART Technologies Inc. Shareholder Litigation, pending in the United States District Court for the Southern District of New York, and Tucci v. SMART Technologies Inc., et al., pending in the Ontario Superior Court of Justice (the “Actions”). Pursuant to the settlement terms, the parties have agreed to settle the Actions, releasing the alleged claims and all related claims, subject to various conditions, including appropriate class notice, court approvals and the dismissal of related putative class claims in Harper v. SMART Technologies Inc., et al., currently pending in the Superior Court of the State of California. The proposed settlement will be funded entirely by insurance maintained by the Company. However, if we do not settle the litigation on the terms agreed to in the proposed settlement, or at all, the Company may be faced with significant monetary damages or injunctive relief against it that could have a material adverse effect on the Company’s business, operating results and financial condition. For a more detailed description of the pending securities class action litigation against us and recent developments with respect to the proposed settlement, see Item 8 Financial Information—Litigation—Securities Class Actions—Recent Developments.

Our worldwide operations subject us to income taxation in many jurisdictions, and we must exercise significant judgment in order to determine our worldwide financial provision for Income taxes. That determination is ultimately an estimate and, accordingly, we cannot assure that our historical income tax provisions and accruals will be adequate.

We are subject to income taxation in Canada, the United States and numerous other jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our tax estimates are reasonable, we cannot assure that the final determination of any tax audits and litigation will not be materially different from that which is reflected in our historical income tax provisions and accruals. Should additional taxes be assessed against us as a result of an audit or litigation, there could be a material adverse effect on our current and future results and financial condition.

Certain of our subsidiaries provide products to, and may from time to time undertake certain significant transactions with, us and our other subsidiaries in different jurisdictions. In general, cross border transactions between related parties and, in particular, related party financing transactions, are subject to close review by tax authorities. Moreover, several jurisdictions in which we operate have tax laws with detailed transfer pricing rules that require all transactions with nonresident related parties to be priced using arm’s-length pricing principles and require the existence of contemporaneous documentation to support such pricing. A tax authority in one or more jurisdictions could challenge the validity of our related party transfer pricing policies. Because such a challenge generally involves a complex area of taxation and because a significant degree of judgment by management is required to be exercised in setting related party transfer pricing policies, the resolution of such challenges often results in adjustments in favor of the taxing

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authority. If in the future any taxation authorities are successful in challenging our financing or transfer pricing policies, our income tax expense may be adversely affected and we could become subject to interest and penalty charges, which may harm our business, financial condition and operating results.

If our products fail to comply with consumer product or environmental laws, it could materially affect our financial performance.

Because we sell products used by children in classrooms and because our products are subject to environmental regulations in some jurisdictions in which we do business, we must comply with a variety of product safety, product testing and environmental regulations, including compliance with applicable laws and standards with respect to lead content and other child safety and environmental issues. If our products do not meet applicable safety or regulatory standards, we could experience lost sales, diverted resources and increased costs, which could have a material adverse effect on our financial condition and results of operations. Events that give rise to actual, potential or perceived product safety or environmental concerns could expose us to government enforcement action or private litigation and result in product recalls and other liabilities. In addition, negative consumer perceptions regarding the safety of our products could cause negative publicity and harm our reputation.

Customer demands and new regulations related to conflict-free minerals may force us to incur additional expenses.

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, in August 2012, the SEC released new disclosure and reporting requirements regarding the use of “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries in products, whether or not these products are manufactured by third parties. As we implement these new requirements, if it is determined that we are using other than conflict-free minerals, customers may demand that we change the sourcing of minerals used in the manufacture of our products, even if the costs for acceptable minerals significantly increases and availability is limited. There will likely be additional costs associated with complying with the disclosure requirements, such as costs related to determining the source of any conflict minerals used in our products. Also, since our supply chain is complex, we may face reputational challenges if we are unable to sufficiently verify the origins for all metals used in our products through the procedures we may implement. We may also encounter challenges to satisfy those customers who require that all of the components of our products be certified as conflict-free. If we are not able to meet customer requirements, customers may choose to disqualify us as a supplier and we may have to write off inventory in the event that it cannot be sold.

We may have assumed or incurred additional liabilities in connection with the 2010 Reorganization.

In 2010, we completed a Reorganization (the “2010 Reorganization”), the details of which are disclosed in note 3 to our audited financial statements for fiscal 2013. While we believe that there will be no material adverse tax consequences to us from the 2010 Reorganization, no advance tax ruling has been obtained from the Canada Revenue Agency and we cannot provide any assurances in this regard. In addition, as a result of the 2010 Reorganization, a number of companies controlled by certain of our shareholders were amalgamated with us. Consequently, we have assumed all liabilities (including tax liabilities and contingent liabilities) of such companies. We will not be indemnified for any of these assumed liabilities. Based upon our due diligence investigations related to the 2010 Reorganization, we believe that we have not assumed any additional material liabilities, although we cannot provide any assurances in this regard. In addition, there may be liabilities that are neither probable nor estimable at this time, which may become probable and estimable in the future. Any such assumption of liabilities as a result of such amalgamation or any adverse tax consequences as a result of the 2010 Reorganization could have a material adverse effect on our results of operations.

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We may assume or incur additional liabilities in connection with future restructuring plans and any workforce reductions related thereto.

In 2011 and 2012, we announced restructuring plans aimed at improving operating efficiencies through a worldwide reduction in workforce and streamlining of corporate support functions. In addition, we may undergo other rationalizations or restructurings in the future. Our current and future restructuring plans could have a material adverse effect on our results of operations.

If our internal controls and accounting processes are insufficient, we may not detect in a timely manner misstatements that could occur in our financial statements in amounts that could be material.

As a public company, we are devoting substantial efforts to the reporting obligations and internal controls required of a public company in the United States and Canada, which has to date and will continue to result in substantial costs. A failure to properly meet these obligations could cause investors to lose confidence in us and have a negative impact on the market price of our Class A Subordinate Voting Shares. We are devoting and expect to devote significant resources to the documentation, testing and continued improvement of our operational and financial systems for the foreseeable future. These improvements and efforts with respect to our accounting processes that we will need to continue to make may not be sufficient to ensure that we maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required, new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations in the United States or Canada or result in misstatements in our financial statements in amounts that could be material. Insufficient internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our shares and may expose us to litigation risk.

As a public company, we are now required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of Sarbanes-Oxley, which requires annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm that addresses the effectiveness of our internal control over financial reporting. During the course of our testing, we may identify deficiencies which we may not be able to remediate in time to meet our deadline for compliance with Section 404. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or our independent registered public accounting firm may not be able or willing to issue an unqualified report on the effectiveness of our internal control over financial reporting. If we are unable to conclude that we have effective internal control over financial reporting or our independent auditors are unable to provide us with an unqualified report as and when required by Section 404, then investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our shares.

Capital Structure Risks

The concentration of voting power and control with our co-founders, Intel and Apax Partners will limit shareholders’ ability to influence corporate matters, including takeovers.

Our Class B Shares have 10 votes per share and our Class A Subordinate Voting Shares have one vote per share. Our Class B Shares constitute approximately 65.7% of our total share capital outstanding, but carry approximately 95.0% of the total outstanding voting power of all our outstanding share capital. As of March 31, 2013, our co-founders, David A. Martin and Nancy L. Knowlton, through their holding company IFF, beneficially own approximately 34.2% of our outstanding Class B Shares and 2.7% of our outstanding Class A Subordinate Voting Shares, representing approximately 32.6% of the voting power of all our outstanding share capital. Apax Partners beneficially owns approximately 43.8% of our outstanding Class B Shares and 6.9% of our outstanding Class A Subordinate Voting Shares, representing approximately 42.0% of the voting power of all our outstanding share capital. Intel beneficially owns approximately 22.0% of our outstanding Class B Shares, representing approximately 20.9% of the voting power of all our outstanding

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share capital. As a result, these parties have the power to control our affairs and policies, including making decisions relating to entering into mergers, sales of substantially all of our assets and other extraordinary transactions as well as appointment of members of our management, election of directors, and our corporate and management policies, and decisions to issue shares, declare dividends and other decisions, and they may have an interest in our doing so. Their interests could conflict with your interests in material respects. In addition, we and the holders of our Class B Shares have entered into a securityholders agreement pursuant to which the holders of our Class B Shares agree to exercise their voting power so as to ensure that our Board of Directors will be comprised of up to eight members, including two directors nominated by IFF and one director nominated by each of Apax Partners and Intel. Intel has informed the Company that it does not intend to exercise its right to nominate a director at this time, and accordingly no Intel nominee sits on the Board as of the date of this annual report.

This concentrated control may provide our current shareholders with the ability to prevent and deter takeover proposals from third parties. In particular, because under Alberta law and/or our articles of incorporation most amalgamations and certain other business combination transactions, including a sale of all or substantially all our assets, would require approval by a majority of not less than two-thirds of the votes cast by the holders of the Class B Shares voting as a separate class, and because each of IFF and Apax Partners owns more than one-third of the Class B Shares, each of IFF and Apax Partners will have the ability to prevent such transactions. The concentration of voting power limits shareholders’ ability to influence corporate matters and, as a result, we may take actions that shareholders do not view as beneficial, including rejecting takeover proposals at a premium to the then prevailing market price of the Class A Subordinate Voting Shares. As a result, the market price of our Class A Subordinate Voting Shares could be adversely affected.

Some of our directors have interests that are different than our interests.

We may do business with certain companies that are related parties. Pursuant to our securityholders agreement, we expect to have one or more directors affiliated with Apax Partners, IFF Holdings Inc. (“IFF”) and possibly Intel for the foreseeable future. Although our directors owe fiduciary duties, including the duties of loyalty and confidentiality, to us, our directors that serve as directors, officers, partners or employees of companies that we do business with also owe fiduciary duties or other obligations to such other companies or to the investors in their funds. The duties owed to us could conflict with the duties such directors owe to these other companies or investors.

Our share price may be volatile and the market price of our shares may decline.

The stock market in general, and the market for equities of some high-technology companies in particular, have been highly volatile. The market price of our Class A Subordinate Voting Shares has declined significantly since the IPO and may continue to be volatile, and investors in our Class A Subordinate Voting Shares may experience a decrease, which could be substantial, in the value of their shares, including decreases unrelated to our operating performance or prospects, or a complete loss of their investment. The price of our Class A Subordinate Voting Shares could be subject to wide fluctuations in response to a number of factors, including those listed elsewhere in this “Risk Factors” section and others such as:

• variations in our operating performance and the performance of our competitors;

• actual or anticipated fluctuations in our quarterly or annual operating results which may be the result of many factors including:

• the timing and amount of sales of our products or the cancellation or rescheduling of significant orders;

• the length and variability of the sales cycle for our products;

• the timing of implementation and acceptance of new products by our customers and by our distributors and dealers;

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• the timing and success of new product introductions;

• increases in the prices or decreases in the availability of the components we purchase;

• price and product competition;

• our ability to execute on our operating plan and strategy;

• the timing and level of research and development expenses;

• the mix of products sold;

• changes in the distribution channels through which we sell our products and the loss of distributors or dealers;

• our ability to maintain appropriate inventory levels and purchase commitments;

• fluctuations in our gross margins and the factors that contribute to such fluctuations;

• the ability of our customers, distributors and dealers to obtain financing to purchase our products, especially during a period of global credit market disruption or in the event of customer, distributor, dealer, contract manufacturer or supplier financial problems;

• uncertainty regarding our ability to realize benefits anticipated from our investments in research and development, sales and assembly activities;

• delays in government requests for proposals for significant technology purchases;

• changes in foreign exchange rates or interest rates;

• changes in our financing and capital structures; and

• the uncertainties inherent in our accounting estimates and assumptions and the impact of changes in accounting principles;

• changes in estimates of our revenue, income or other operating results published by securities analysts or changes in recommendations by securities analysts;

• publication of research reports by securities analysts about us, our competitors or our industry;

• our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;

• additions and departures of key personnel;

• strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments, strategic alliances or changes in business strategy;

• the passage of legislation or other regulatory developments affecting us;

• speculation in the press or investment community;

• changes in accounting principles;

• terrorist acts, acts of war or periods of widespread civil unrest; and

• changes in general market and economic conditions as well as those specific to the industry in which we operate.

In the past, securities class action litigation has often been initiated against companies following periods of volatility in their share price. As discussed above, the Company is a named defendant in putative class actions filed in the U.S. and Canada on behalf of the purchasers of the Class A Subordinate Voting Shares sold in the IPO. Additional litigation relating to share price volatility could result in additional substantial costs and further divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

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Because we are an Alberta corporation and the majority of our directors and officers are resident in Canada, it may be difficult for investors in the U.S. to enforce civil liabilities against us based solely upon the federal securities laws of the U.S.

We are an Alberta corporation with our principal place of business in Canada. A majority of our directors and officers and the auditors named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the U.S. Consequently, it may be difficult for U.S. investors to effect service of process within the U.S. upon us or our directors or officers or such auditors who are not residents of the U.S., or to realize in the U.S. upon judgments of courts of the U.S. predicated upon civil liabilities under the U.S. Securities Act of 1933. Investors should not assume that Canadian courts: (1) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or “blue sky” laws of any state within the U.S. or (2) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws.

As a foreign private issuer, we are not subject to certain U.S. securities law disclosure requirements that apply to a domestic U.S. issuer, which may limit the information publicly available to our shareholders.

As a foreign private issuer we are not required to comply with all the periodic disclosure requirements of the Exchange Act and therefore there may be less publicly available information about us than if we were a U.S. domestic issuer. For example, we are not subject to the proxy rules in the U.S. and disclosure with respect to our annual meetings will be governed by Canadian requirements. Section 132 of the ABCA provides that the directors of a corporation must call an annual meeting of shareholders not later than 15 months after holding the last preceding annual meeting. The last preceding annual meeting was held on August 3, 2012. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Securities Exchange Act of 1934 and the rules thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell our shares.

We currently do not intend to pay dividends on our Class A Subordinate Voting Shares.

We have never declared or paid any cash dividend on our Class A Subordinate Voting Shares. Our ability to pay dividends is restricted by covenants in our outstanding credit facilities and may be further restricted by covenants in any instruments and agreements that we may enter into in the future. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Investors seeking cash dividends should not purchase our Class A Subordinate Voting Shares.

Our share price may decline because of the ability of our co-founders, Apax Partners, Intel and others to sell our shares.

Sales of substantial amounts of our Class A Subordinate Voting Shares, or the perception that those sales may occur, could adversely affect the market price of our Class A Subordinate Voting Shares and impede our ability to raise capital through the issuance of equity securities. Our co-founders, Apax Partners and Intel are party to a registration rights agreement with us that may require us to register their shares for resale or include shares owned by such shareholders in future offerings by us.

Significant sales of our Class A Subordinate Voting Shares issued pursuant to the Equity Incentive Plan or our Participant Equity Loan Plan could also adversely affect the prevailing market price for our Class A Subordinate Voting Shares.

Future sales or issuances of our Class A Subordinate Voting Shares or other related equity instruments could lower our share price and dilute shareholders’ voting power and may reduce our earnings per share.

We may issue and sell additional Class A Subordinate Voting Shares in subsequent offerings. We may also issue additional Class A Subordinate Voting Shares to finance future acquisitions. We cannot predict the

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size of future issuances of our Class A Subordinate Voting Shares or the effect, if any, that future issuances and sales of our Class A Subordinate Voting Shares will have on the market price of our Class A Subordinate Voting Shares. Sales or issuances of substantial amounts of Class A Subordinate Voting Shares, or the perception that such sales could occur, may adversely affect prevailing market prices for our Class A Subordinate Voting Shares. With any additional sale or issuance of Class A Subordinate Voting Shares, shareholders will suffer dilution to their voting power and may experience dilution in our earnings per share.

If securities or industry analysts do not publish research or reports about us, if they adversely change their recommendations regarding our shares or if our operating results do not meet their expectations, our share price could decline.

The market price of our Class A Subordinate Voting Shares will be influenced by the research and reports that industry or securities analysts publish about us. If one or more of these analysts ceases coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrades our Class A Subordinate Voting Shares or if our operating results or prospects do not meet their expectations, our share price could decline.

There could be adverse tax consequence for our shareholders in the U.S. if we are a passive foreign investment company.

Under U.S. federal income tax laws, if a company is, or for any past period was, a passive foreign investment company (“PFIC”), it could have adverse U.S. federal income tax consequences to U.S. shareholders even if the company is no longer a PFIC. The determination of whether we are a PFIC is a factual determination made annually based on all the facts and circumstances and thus is subject to change, and the principles and methodology used in determining whether a company is a PFIC are subject to interpretation. While we do not believe that we currently are or have been a PFIC, we cannot assure that we will not be a PFIC in the future. U.S. investors in our Class A Subordinate Voting Shares are urged to consult their tax advisors concerning U.S. federal income tax consequences of holding our Class A Subordinate Voting Shares if we are considered to be a PFIC.

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

The Company is domiciled in Alberta, Canada, having been incorporated under the Business Corporations Act (Alberta) (“ABCA”), on June 11, 2007. On February 26, 2010, we changed our name from SMART Technologies (Holdings) Inc. to SMART Technologies Inc.

We acquired Next Holdings Limited (“NextWindow”) on April 21, 2010. NextWindow designs and manufactures components for optical touch screens for integration into electronic displays, including PC displays.

On July 20, 2010, we completed our IPO.

Our capital expenditures, excluding acquisitions, totaled $19.3 million, $23.1 million and $27.5 million for fiscal 2013, 2012 and 2011, respectively. Our capital expenditures were primarily related to investments in information systems, tooling and manufacturing equipment. For further information regarding capital expenditures, see Notes 2 and 7 to our consolidated financial statements included in Item 18 of this annual report.

Our principal executive and registered office is located at 3636 Research Road NW, Calgary, Alberta, Canada, T2L 1Y1 and our telephone number at that address is (888) 427-6278.

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B. BUSINESS OVERVIEW

Overview

SMART Technologies Inc. is a leading provider of integrated hardware and software solutions that facilitate collaboration and learning in classrooms and meeting rooms. We introduced the world’s first interactive whiteboard in 1991 and we remain a global leader in the interactive display market, with over 2.7 million interactive displays shipped to date. Our focus is on developing a variety of easy-to-use solutions that combine interactive displays with robust software solutions in order to free people from their desks and computer screens, making collaboration and learning digitally more natural and engaging. We sell our solutions to schools and enterprises globally. In education, our solutions have transformed teaching and learning in over two million classrooms worldwide, reaching over 50 million students and teachers based on an assumed average classroom size of 24 students. In enterprise, our solutions improve the way people work and collaborate, enabling them to be more productive and reduce costs.

We offer a number of interactive display products, including SMART Board interactive whiteboards and flat panels, LightRaise interactive projectors, the SMART Table interactive learning center and the SMART Podium. By touching the surface of a SMART interactive display, the user can control computer applications, access the Internet and our learning content ecosystem, write in digital ink and save and distribute work. Our award-winning solutions are the result of more than 20 years of technological innovation supported by our core intellectual property. Our interactive displays serve as the focal point of a broad classroom and meeting room technology platform. We augment our interactive displays with a range of modular and integrated interactive technology products and solutions, including hardware, software and content created by both our user community and professional content developers. Our collaborative learning solutions for education combine collaboration software with a comprehensive line of interactive displays and other hardware, accessories and services that further enhance learning. Our solutions for enterprise include a set of comprehensive products that combine industry-leading interactive displays with powerful collaboration software.

Products and Solutions

We are a leading provider of technology solutions that facilitate and improve collaboration in schools and workplaces around the world by turning group work into a highly interactive, engaging and productive experience. We deliver an integrated solution of hardware, software and services designed for superior performance and ease of use.

Our products provide the following benefits:

• Enhanced collaboration. Our products bring people and their ideas together through the use of a common visual workspace whether they are in the same room or in different locations. Our software is designed specifically for touch and facilitates the communication of educational material, the development of ideas and visual-based decision making. The outcome of these learning and collaboration efforts are recordable so they can be easily saved and distributed.

• Complete solution. The combination of our hardware and software creates an industry-leading user experience. For enterprise customers, our Meeting Pro software creates the capability to use the interactive display as an interactive focal point in meetings by either using the functionality within Meeting Pro or using this software in conjunction with third-party software. For education customers, our Notebook software enables educators to create and record lesson content using our extensive gallery of educational material as well as our SMART Exchange, which contains over 65,000 pieces of educational content, the majority of which is free to access and download. When using our hardware and software products, the responsiveness and accuracy of the touch experience, in conjunction with our inking software, creates a digitized experience that is exceptionally intuitive.

• Integrated design. Our products can be integrated with other SMART products as well as third-party hardware and software to provide flexible and diverse interactive display tools.

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SMART in Education

SMART collaborative learning solutions are easy to adopt, use, integrate and implement. They combine collaboration software with a comprehensive line of interactive displays, curriculum and assessment products, and implementation and maintenance products and services. Together, they provide flexible solutions that can enhance learning for every style of learner in a variety of learning environments.

At the core is SMART Notebook collaborative learning software, our widely used software application that makes it easy for teachers to create engaging lessons and collaborative exercises for K–12 learning environments. We estimate that our products are used by over 50 million students and in over 100 countries.

SMART Notebook collaborative learning software, SMART Notebook Web and SMART Notebook App for iPad are integrated with our full line of interactive displays. The software also integrates with or complements all of our curriculum, assessment and implementation and maintenance products.

Our core products for the education market include:

• SMART Board interactive whiteboards. A large, touch-enabled interactive whiteboard that combines the simplicity of a traditional whiteboard with the power of a computer. Lets users deliver dynamic lessons, write notes in digital ink and save their work, all with the simple touch of a finger.

• SMART interactive flat panels. Combines the touch capabilities of a SMART Board interactive whiteboard with the crisp high-definition visuals of flat-panel technology.

• LightRaise interactive projectors. Includes both pen-only and pen- and touch-enabled, ultra-short-throw projectors that can turn nearly any surface into an interactive learning space.

• SMART Table interactive learning center. A multitouch, multiuser interactive learning center that allows groups of early education students to work simultaneously on one surface.

• SMART Response interactive response systems. A full range of assessment systems that enable teachers to instantly assess student learning so they can provide differentiated instruction.

• SMART Podium. A display that enables presenters to project their work on a large screen and interact with the material.

• SMART Document Camera. A portable device that offers teachers a convenient way to display and explore images of objects, including 3D content, without losing the momentum of the lesson.

• SMART Notebook collaborative learning software. Easy-to-use software that enables teachers to create, deliver and manage interactive lessons with a single application.

• SMART Notebook Web. A web-based version of our SMART Notebook software that complements the desktop version, enabling students and educators to collaborate and personalize learning with any Internet-connected mobile device, including Android.

• SMART Notebook App for iPad. Enables personalized and collaborative learning by making SMART Notebook lessons available to students on their iPads.

• SMART Exchange. An online community with over 65,000 resources for educators, including standards-correlated digital lessons, assessment files, interactive widgets, copyright-cleared content and add-ons for our SMART Notebook software.

• SMART Sync classroom management software. Enables educators to view content on all student computers simultaneously and broadcast student computer content to the class on SMART Board interactive displays.

• SMART Response Virtual Edition. Enables students to respond to planned and spontaneous questions and quizzes from any Internet-enabled device.

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SMART in Enterprise

We offer a full range of touch-sensitive interactive displays combined with intuitive software, remote conferencing capabilities, interoperability and comprehensive services to increase engagement and foster effective teamwork.

Our enterprise collaborative solutions bring together five key components:

• Intuitive interactive displays. Visual collaboration solutions start with our industry-leading large-format interactive displays. By combining interactivity with the simplicity of familiar meeting room tools, our solutions can help business teams transform virtually any space into an active collaboration setting.

• Powerful collaboration software. Intuitive software that makes it easy to share information, capture ideas and determine next steps. Our software features virtually unlimited digital whiteboard space, the ability to write notes over any application, options for saving work and integration with Microsoft Exchange.

• Dispersed collaboration options. Our solutions make it easy to connect with dispersed teams and individuals around the world. From Bridgit conferencing software to interoperability with the remote-connectivity products businesses already use, our solutions enable colleagues and customers to participate fully in collaboration sessions from virtually anywhere.

• Comprehensive services. Our support, software maintenance and education services are designed to ensure that visual collaboration solutions are implemented successfully and continue operating at peak performance, giving business teams the ability to work to their full potential.

• Industry compatibility. Visual collaboration solutions are integrated with Microsoft Office and support a growing list of industry-specific software products, adding the natural experience of touch interfaces and digital ink to the applications businesses use every day.

Our core products for the enterprise market also include our SMART Board interactive displays, along with:

• SMART Meeting Pro software. Enables users to make notes over any available application and capture ideas easily into virtually unlimited interactive whiteboard space.

• Bridgit conferencing software. Allows businesses to share screens, voice, video and data with remote participants.

• SMART Meeting Pro connector for Microsoft Lync. Allows users to start up meetings quickly and stay connected through Microsoft Lync as they work with remote colleagues, writing over any application in digital ink and using intuitive whiteboarding tools.

SMART has partnered with Microsoft to deliver our SMART Room System for Microsoft Lync. This is a turnkey solution for meeting rooms that provides seamless collaboration through sharing of real-time voice, video and data. This system features the following hardware components created by SMART: 70” or 84” interactive display; ultra-wide-angle high definition camera; echo-cancelling microphone and speakers; customized wall stand and cable-routing system; and desktop control module. We anticipate SMART Room System for Microsoft Lync will begin shipping in the summer of 2013.

Our portfolio of products has expanded over the past year to include several new products, including the SMART Notebook app for iPad, our SMART Board 8055i interactive flat panel for education, the SMART Room System for Microsoft Lync, the LightRaise 60wi touch-enabled interactive projector, SMART Notebook Web software, the SMART Document Camera 450 and the SMART Table 442i interactive learning center.

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Principal Markets

The Education Market

The education market has historically been the most receptive to adopting interactive display solutions, most notably interactive whiteboards. In fiscal 2013 we had 32% category share worldwide and a 64% share in the Americas in the interactive display market, more than double our nearest competitor. In the Americas, we have sold approximately 60% of the installed interactive display base. We believe this success is a result of the benefits that our collaborative learning solutions provide to teachers, students and administrators, which include the following:

• Fully integrated products comprising software, hardware and accessories;

• Proprietary touch technology that can facilitate multitouch interaction and enable one or more students to collaborate using a pen, finger or other objects (especially useful in early education or for making learning environments more accessible);

• The ability to easily save, share and access digital lessons from anywhere using a web-based version of our SMART Notebook software;

• A family of interactive display hardware options at a wide variety of price points;

• Products to support students who physically are in remote locations;

• Tools and resources to assist teachers in moving easily between a variety of activities and learning environments, creating more compelling lessons for students with a variety of learning styles; and

• An online community containing over 65,000 resources where teachers can share their best content and practices, thus decreasing the demand on teacher planning and preparation time.

Third-party research suggests that interactive whiteboards can positively affect student engagement, motivation, understanding and review processes and accommodate students with different learning styles, including special needs. One study conducted in the United Kingdom found that students who had been taught using an interactive whiteboard over a two-year period made additional progress of up to 7.5 months, as measured by national test scores, compared with their peers who had not been taught with an interactive whiteboard.

The market for interactive displays exhibits varying dynamics on a geographical basis. In North America, education funding constraints, high classroom penetration rates and the proliferation of tablets has led to a recent decline in interactive display demand. We believe that the opportunity for interactive displays in the education market is large considering that global penetration rates of interactive displays in the classroom are still low. Futuresource estimates that there are approximately 35 million teaching spaces in the world, with a global interactive display penetration rate of only 14% as of December 31, 2012. In addition, Futuresource estimates that most other large countries in Europe, Asia and Latin America currently have far lower penetration rates of interactive displays in classrooms than in mature markets such as the United States (47%) and the United Kingdom (85%). Accordingly, we believe that these markets represent opportunities for future growth. In certain mature markets such as the United Kingdom, which has the highest interactive whiteboard penetration rate in the world, we are seeing evidence of a replacement cycle beginning, which we anticipate will bring stability to the market. In a recent third-party survey we commissioned, almost 75% of respondents that had replaced their interactive whiteboards stated that they replaced their existing board with a new and improved version from the same manufacturer. SMART Boards constitute approximately 60% of the installed interactive whiteboards in the United States and the United Kingdom taken together, and therefore we believe there is a substantial opportunity for us to capture replacement sales.

Educators and administrators are faced with the challenge of updating, monitoring and integrating different technologies and content for student use across a range of devices, including tablets, computers, mobile phones and their differing platforms. Recent investments in tablets have caused a portion of education budgets to be redirected away from spending on interactive displays. However, this has created new

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opportunities for education technology providers. With a large and loyal user base, we have an opportunity to provide software that helps to alleviate the difficulties teachers and administrators are facing by creating software that unifies disparate devices. We have several products that have formed the beginning of this solution, including our SMART Notebook for Windows and Mac computers, our SMART Notebook app for iPad, SMART Notebook Web, SMART Exchange and our SMART Sync classroom management software.

In classrooms, learning takes place on a whole-class, small-group and individual basis. We believe our products facilitate learning for each of these situations while enabling seamless transitions amongst them. In a recent third-party survey we commissioned, over 90% of education decision makers and influencers polled in North America and Western Europe indicated that using a collaborative learning technology that includes a display at the front of the classroom was very important or somewhat important. Classroom adoption of tablets is rising, and we believe they will be used in addition to and in conjunction with interactive displays. Results in a separate recent third-party survey we commissioned indicated that nearly 75% of education decision makers are very likely or somewhat likely to use tablets in conjunction with an interactive display and not as a replacement for an interactive display.

The Enterprise Market

The enterprise market for interactive displays represents an attractive growth opportunity for us because of the desire of companies to improve the quality of collaboration, to enable a more effective and productive workforce and to reduce the time and costs of travel. In meeting rooms, our solutions help achieve the following:

• Enhance brainstorming and collaboration by providing a real-time focal point upon which participants can share their ideas with the entire group of attendees, including those in remote locations;

• Add a tangible, interactive dimension to conferencing that enables attendees to visualize a situation or concept and make decisions based on that visualization;

• Save time and enhance productivity by enabling users to save and distribute their collective work product from a meeting without the inconsistencies and subjectivity that may result from individual note taking;

• Realize cost savings not only by reducing travel needs, but also by improving internal communication and team building; and

• Enable participants to access digital files and use applications in real time.

Geographic Market

Revenue information relating to the geographic locations in which we sell products is as follows.

	Fiscal Year Ended March 31,
	2013		2012		2011
Revenue
United States	$	329,427	$	432,659	$	497,726
Canada		43,636		54,237		60,669
Europe, Middle East and Africa		166,232		183,920		175,472
Rest of World		50,075		74,984		56,188
	$	589,370	$	745,800	$	790,055

Seasonality

Our revenues tend to be higher in the first and second quarters of our fiscal year, when educators and administrators in North America are outfitting their classrooms prior to the start of the school year.

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Production

All our components and finished products are manufactured or assembled, in whole or in part, by a limited number of third parties. Most of these third parties are located outside Canada and the United States. Final assembly of our interactive display products is currently performed by contract manufacturers in Eastern Europe, Mexico, Korea and China.

For our complementary hardware products, our involvement in the design process for products manufactured by third parties varies. For certain products, we control the entire design process internally and then outsource manufacturing and assembly in order to achieve lower production costs or build products in specific regions. For other products we work with original equipment manufacturers and original design manufacturers during the design process to create the product and then introduce it into production, typically using their production processes.

We contract most of our warehouse and logistics functions to third parties in North America, Europe and Asia. These third parties warehouse our products, ship orders on our behalf, and perform certain other product-return and product-upgrade functions.

We generally control sourcing decisions for key materials and services that are incorporated into our products. We are directly involved in negotiating pricing of these materials and services. We work to source products and components from a network of approved suppliers with a view to managing supply chain risk and competitiveness. Component availability and pricing of components may also be affected by the volumes we generate, compared to the volumes a competitor may require.

Sales and Distribution

We have two sales and distribution models depending on geographic location. In the United States and Canada, we use a one-tier structure that currently includes approximately 275 resellers. We sell our products and solutions to these resellers, who then resell our products directly to our end users in both education and enterprise. Under rare circumstances we occasionally sell directly to end users.

In the rest of the world, we use a two-tiered system, through approximately 70 distributors. These distributors primarily sell our products to resellers, who in turn sell to end users. Although our resellers and most of our distributors are not contractually required to sell our products exclusively, we believe that they currently do not sell competing interactive whiteboards. For fiscal 2013, the largest 50 North American resellers and international distributors accounted for approximately 69% of our global revenue, and no individual reseller accounted for more than 7% of our revenue.

Competition

We are engaged in an industry that is highly competitive. Because our industry is evolving and characterized by technological change, it is difficult for us to predict whether, when and by whom new competing technologies may be introduced or when new competitors may enter the market. We face increased competition from companies with strong positions in certain markets we currently serve and in new markets and regions we may enter. These companies manufacture and/or distribute new, disruptive or substitute products that compete for the pool of available funds that previously could have been spent on interactive displays and associated products. We compete with other interactive display developers such as Promethean World Plc, Hitachi, Ltd., LG Electronics, Inc., BenQ Corporation, Samsung Electronics Co., Sharp Corporation and Seiko Epson Corp. Additionally, makers of personal computer technologies, tablets, television screens, smart phones and other technology companies such as Apple Inc., Cisco Systems, Inc., Dell Inc., Hewlett-Packard Company, Google Inc., Microsoft Corporation and Polycom, Inc., have provided, and continue to provide, integrated solutions that include interactive learning and collaboration features substantially similar to those offered by our products or to promote their existing technologies and alternative products as substitutes for our products. In addition, low cost competitors have appeared in China and other countries. For a discussion of risks relating to competition, see “Risk Factors—Risks Related to Our Business.”

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Our Competitive Strengths

Established Global Category Leader with Premier Brand. We are the global leader in the interactive display product category and we believe we offer the most complete and integrated line of interactive display solutions for schools and enterprises. We have over 20 years of research and development behind our solutions portfolio, having introduced the world’s first interactive whiteboard in 1991. We believe that we are the most recognized brand name in the interactive display product category. In fiscal 2013 our share of the category was 63% in the Americas and 32% worldwide according to Futuresource.

Large and Loyal User Base. Based on our current installed base in primary and secondary education and an assumed average classroom size of 24 students, we estimate that over 50 million students and their teachers currently use SMART Board interactive displays and other SMART products worldwide. We believe that our users are loyal to our products because of the quality of their user experience, their familiarity and comfort with our products, the capabilities of our Notebook collaborative learning software and the access they have to SMART Exchange, which contains over 65,000 individual learning resources.

Portfolio of Innovative Solutions. We have developed multiple generations of proprietary optical-touch products and associated software solutions. Our commitment to innovation and technological advancement has resulted in 106 patents issued in the United States, 152 patents issued in other countries and approximately 651 patent applications pending worldwide as of March 31, 2013. Our products are intuitive, easy to use and seamlessly integrate with our complementary products and the products of many third parties. Over the past twelve months we have announced several new products, including the SMART Notebook app for iPad, our SMART Board 8055i interactive flat panel for education, the SMART Room System for Microsoft Lync, the LightRaise 60wi touch-enabled interactive projector, SMART Notebook Web software, the SMART Document Camera 450 and the SMART Table 442i interactive learning center.

Large and Growing Ecosystem. As a result of our category-leading position in interactive displays and our broad user base in education, many end users and professional content developers work with SMART Notebook collaborative learning software to develop content for education, such as lessons with integrated multimedia. This content can be freely shared through the SMART Exchange, our content-sharing website, where we also sell premium content that has been developed by professional third parties. In enterprise, we have formed alliances with enterprise market leaders and have enabled integration with widely adopted unified communication and collaboration solutions, such as Microsoft Lync.

Well-established Global Distribution Network. We have spent almost 20 years building our global network of approximately 350 direct resellers and distributors. Our reseller network continues to grow as we add specialized and knowledgeable resellers for the enterprise market. We believe that our strong global network of knowledgeable resellers and distributors is a critical competitive advantage as we seek to increase our revenue generated outside North America and the United Kingdom.

Governmental Regulations

The Company is subject to laws and regulations enforced by various regulatory agencies, such as the U.S. Consumer Product Safety Commission and the U.S. Environmental Protection Agency. For a detailed description of the material effects of government regulations on the company’s business, see “If our products fail to comply with consumer product or environmental laws, it could materially affect our financial performance”, “Customer demands and new regulations related to conflict-free minerals may force us to incur additional expenses” and “We are subject to risks inherent in foreign operations” in the section of this annual report entitled “Risk Factors––Risks Related to Our Business”.

C. ORGANIZATIONAL STRUCTURE

The Company has one direct material subsidiary, SMART Technologies ULC, which is wholly owned by the Company. With the exception of one non-material entity, SMART Technologies ULC is the parent company of our domestic and international subsidiaries, all of which are wholly owned, directly or indirectly, by SMART Technologies ULC.

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Material subsidiaries of the Company include the following:

Name of Subsidiary	Ownership	Jurisdiction of Incorporation or Organization
SMART Technologies ULC	Direct	Alberta, Canada
SMART Technologies Corporation	Indirect	Delaware, U.S.
SMART Technologies NW Holdings Limited	Indirect	New Zealand

D. PROPERTY, PLANT AND EQUIPMENT

At March 31, 2013, we owned our 205,000 square foot global headquarters building in Calgary, Alberta, Canada, where administrative functions, product development and software development activities are carried out. On May 7, 2013, we sold the building for net proceeds of approximately $77.0 million and simultaneously leased it back. The term of the lease is 20 years, with annual rental payments of $5.9 million, subject to an 8% escalation every five years.

We also lease a total of 258,000 square feet of office and warehouse space in Ottawa, Canada. Certain product development, procurement and logistics functions are carried out in the office space. The warehouse space is currently available for sublease as a result of the transfer of the remainder of our interactive whiteboard assembly operations from this facility to existing contract manufacturers. The term of the lease ends in April 2017, and the annual rental payments thereunder are $3.1 million.

We also lease additional smaller facilities in North America and globally.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OPERATING RESULTS

Results of Operations—Fiscal 2013 Compared to Fiscal 2012

Revenue

Revenue decreased by $156.4 million, or 21.0%, from $745.8 million in fiscal 2012 to $589.4 million in fiscal 2013. Sales volumes for SMART’s interactive displays in fiscal 2013 were 338,934 units, a decrease of 56,167 units, or 14.2%, from 395,101 units in fiscal 2012. We continue to face challenges in the North American education market due to higher product penetration levels and increasing competition for budget dollars between various classroom technologies, including tablets. In fiscal 2013, we have also seen revenue declines across our international markets. Decreases in established markets such as western Europe reflect the impact of austerity measures in that region, while decreases in rest of world are primarily due to a higher proportion of lower priced products sold into emerging markets. This international shift in product mix can be seen in the decrease of the average selling price from $1,426 in fiscal 2012 to $1,371 in fiscal 2013. Revenue was negatively impacted by foreign exchange movements of approximately $7.0 million in fiscal 2013, primarily as a result of the strengthening of the U.S. dollar against the Euro.

Gross Margin

Gross margin decreased by $74.0 million from $335.6 million in fiscal 2012 to $261.6 million in fiscal 2013. The gross margin percentage in fiscal 2013 declined to 44.4% compared to 45.0% in fiscal 2012. Lower revenue was the key driver of the absolute gross margin decline. Other factors contributing to the decline in gross margin include the impacts of absorbing fixed costs over this lower revenue and more

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competitive pricing in certain markets where we anticipate large future growth potential. The decrease in gross margin was negatively impacted by year-over-year inventory provisions related to our product line rationalization and positively impacted by decreases in year-over-year warranty costs for projectors. These negative factors have been partly offset by the positive impact of our lower cost, localized manufacturing and other cost-down initiatives. Gross margin was also negatively impacted by approximately $5.7 million in fiscal 2013, primarily as a result of the strengthening of the U.S. dollar relative to the Euro, which negatively impacted our revenue and positively impacted our cost of sales.

Operating Expenses

Selling, Marketing and Administration

Selling, marketing and administration expenses decreased by $9.9 million, or 5.5%, from $180.8 million in fiscal 2012 to $170.9 million in fiscal 2013. Removing the impact of foreign exchange, selling, marketing and administration decreased by $7.3 million in fiscal 2013 compared to fiscal 2012. The decrease in fiscal 2013 compared to fiscal 2012 was due to the impact of the fiscal 2013 restructuring plans, which resulted in significant workforce reductions and reductions in discretionary spending. This decrease was partly offset by an increase in our bad debts expense, primarily related to a reseller that filed for bankruptcy during the third quarter. Selling, marketing and administration also includes costs relating to consulting fees for the strategy and business process reviews and organizational changes of $4.5 million and $3.3 million, respectively. Excluding these costs, selling, marketing and administration expenses are significantly lower in fiscal 2013 compared to fiscal 2012, reflecting our continued focus on managing our costs and improving overall operating efficiency, including the initial impacts of our fiscal 2013 December restructuring plan. The positive foreign exchange impact of $2.6 million reduced our selling, marketing and administration expense and was due to the strengthening in the value of the U.S. dollar relative to the Canadian dollar and the Euro.

Research and Development

Our research and development expenses decreased by $1.3 million, or 2.6%, from $50.1 million in fiscal 2012 to $48.8 million in fiscal 2013. Removing the impact of foreign exchange, research and development expenses decreased by $0.6 million. Research and development is a core focus, and we continue to invest in product innovation for profitable growth segments, including our enterprise segment and the underpenetrated markets in education.

Depreciation and Amortization

Depreciation and amortization of property and equipment was $21.2 million in fiscal 2012 and fiscal 2013. Amortization of intangible assets was $9.5 million in fiscal 2013 compared to $9.6 million in fiscal 2012.

Costs of Restructuring

(a) Fiscal 2013 December restructuring

In December 2012, we announced a restructuring plan that will increase focus on our target markets and streamline our corporate support functions. As part of the restructuring, we reduced our workforce by approximately 25%. The majority of the workforce reduction was completed by March 31, 2013. We accrued remaining costs relating to workforce reductions, which are expected to be completed in the first quarter of fiscal 2014. The rates used in determining this accrual are based on existing plans, historical experience and negotiated settlements. If the actual amounts differ from the Company’s estimates, the amount of the restructuring costs could be materially impacted. We incurred approximately $17.4 million in restructuring costs related to the fiscal 2013 December restructuring plan, primarily related to employee termination and associated outplacement and facilities costs. Other

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costs incurred in connection with the restructuring activities include $0.9 million in fixed asset write-offs, recorded in impairment of property and equipment, and $0.2 million in finished goods inventory write-offs recorded in cost of sales. The restructuring plan was substantially completed by March 31, 2013 and no further material costs are expected to be incurred.

(b) Fiscal 2013 August restructuring

In August 2012, we announced a restructuring plan to implement additional cost reduction measures with the objective of improving our operating efficiencies. The restructuring plan included a worldwide reduction in workforce of approximately 70 employees. The Company incurred approximately $2.0 million in employee termination and associated outplacement costs in the year ended fiscal 2013. Other costs recorded in cost of sales included $0.2 million in finished goods inventory write-offs in connection with the restructuring activities. The restructuring plan was completed in the second quarter of fiscal 2013 and no further material costs are expected to be incurred.

(c) Fiscal 2012 August restructuring

In August 2011, we announced the transfer of the remainder of our interactive display assembly operations from our leased assembly facility in Ottawa, Canada to existing contract manufacturers. This decision reflected our continued focus on cost management and the transition was completed by March 31, 2012. During the year ended March 31, 2012 we incurred approximately $13.4 million in restructuring costs related to the fiscal 2012 August restructuring plan. These costs consisted of employee termination and associated outplacement costs of $3.7 million related to a reduction in workforce of approximately 225 employees and $1.6 million in labor and other costs related to the shutdown of the facility. In December 2011, we ceased using the assembly and warehouse space at the Ottawa facility and recorded lease obligation costs of $8.1 million based on future lease expenditures and estimated future sublease rentals for the remainder of the lease term. In the second quarter of fiscal 2013, we recorded additional restructuring costs of $1.0 million as a result of a revised estimate of the future sublease rentals. We incurred approximately $0.4 million and $0.1 million in accretion expense related to the lease obligation for fiscal 2013 and 2012, respectively. Other costs incurred in connection with the restructuring activities include $1.2 million in raw materials inventory write-offs related to product lines that were discontinued at the Ottawa facility as part of the transition to contract manufacturers.

Impairment of Goodwill

Goodwill is assessed annually for impairment during the third quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. During the third quarter of fiscal 2013, the continuing decline of both the Company’s share price and revenue had reached levels where management concluded that it was more likely than not that a goodwill impairment existed. As a result, the second step of the goodwill impairment test was performed.

The estimated fair value of the Company was determined utilizing an income approach, which was then corroborated with a market approach. Under the income approach, the Company calculates the fair value of its single reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used estimates the rate a market participant would expect, and is calculated based on the weighted-average cost of capital adjusted for the relevant risk associated with company-specific characteristics and the uncertainty related to the Company’s ability to execute on the projected cash flows. Under the market approach, the Company’s market capitalization was used as a key input for the determination of the fair value of the Company. The Company believes that the market capitalization alone does not capture the fair value of the business as a whole, or the substantial value that an acquirer would obtain from its ability to obtain control of the business. Consequently, the Company developed an estimate for the control premium that a marketplace participant might pay to acquire control of the business in an arms-length transaction.

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The impairment loss was measured by estimating the implied fair value of the Company’s goodwill and comparing it with its carrying value. Using the Company’s fair value detailed above as the acquisition price in a hypothetical acquisition of the Company, the implied fair value of goodwill was calculated as the residual amount of the acquisition price after assigning fair value to net assets, including working capital, property and equipment and both recognized and unrecognized intangible assets.

Based on the results of the second step of the goodwill impairment test, it was concluded that the full carrying value of goodwill was impaired. Consequently, we recorded a goodwill impairment charge of $34.2 million and reported this amount as a separate line item in the consolidated statements of operations.

We considered as part of the impairment test at the time the recoverable amount of our other long-lived assets and concluded that these assets were not impaired.

Impairment of Property and Equipment

In the fourth quarter of fiscal 2013, we concluded that the carrying amount of certain assets was not recoverable and recorded an impairment charge of $2.2 million primarily related to discontinued information system projects.

Non-Operating Expenses

Interest Expense

Interest expense decreased by $1.8 million, or 12.3%, from $14.6 million in fiscal 2012 to $12.8 million in fiscal 2013. Interest expense decreased in fiscal 2013 due to debt repayments of $45.0 million in fiscal 2012.

Foreign Exchange Loss (Gain)

Foreign exchange loss (gain) changed by $3.5 million, from a loss of $8.5 million in fiscal 2012 to a loss of $5.0 million in fiscal 2013. This year-over-year change primarily related to the conversion of our U.S. dollar-denominated debt into our functional currency of Canadian dollars. The period end exchange rates moved from CDN$0.9975 at March 31, 2012 to CDN$1.0162 at March 31, 2013, representing a 1.9% strengthening of the U.S. dollar against the Canadian dollar compared to a strengthening of 2.9% in fiscal 2012.

Provision for Income Taxes

Income tax (recovery) expense decreased by $15.9 million from income tax expense of $6.9 million in fiscal 2012 to income tax recovery of $9.0 million in fiscal 2013. The decrease in tax expense in fiscal 2013 compared to fiscal 2012 was primarily due to the reduction in net income before the goodwill impairment and foreign exchange movements offset by the increase in valuation allowance and decrease in investment tax credits. The tax provision also includes investment tax credits recorded in fiscal 2013 and fiscal 2012 of $5.6 million and $9.2 million, respectively.

Our tax provision is weighted towards Canadian income tax rates, as substantially all our taxable income is Canadian-based. In calculating the tax provision, we adjust income before income taxes by the unrealized foreign exchange loss (gain) from the revaluation of the U.S. dollar-denominated debt. This is treated as a capital item for income tax purposes.

Net (Loss) Income

Net (loss) income decreased by $85.5 million from net income of $31.0 million in fiscal 2012 to net loss of $54.5 million in fiscal 2013. The decrease in fiscal 2013 compared to fiscal 2012 was primarily due to the decrease in gross margin of $74.0 million, the increase in restructuring costs of $7.4 million and the

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goodwill impairment charge of $34.2 million, offset by decreases in other operating expenses and income tax expenses of $11.3 million and $15.9 million, respectively.

Adjusted EBITDA

Adjusted EBITDA decreased by $78.7 million, or 61.7%, from $127.5 million in fiscal 2012 to $48.8 million in fiscal 2013. The decrease was primarily due to the decrease in revenue and gross margin partly offset by the decrease in selling, marketing and administration and research and development expenses. For information regarding the reconciliation of net (loss) income to Adjusted EBITDA for each of the eight most recent quarters, see the section of this annual report entitled “Selected Quarterly Financial Data”.

Adjusted Net Income

Adjusted Net Income decreased by $58.8 million, or 83.3%, from $70.6 million in the fiscal 2012 to $11.8 million in fiscal 2013. The decrease was primarily due to the decrease in revenue and gross margin, partly offset by decrease in selling, marketing and administration and research and development expenses. For information regarding the reconciliation of net (loss) income to Adjusted Net Income for each of the eight most recent quarters, see the section of this annual report entitled “Selected Quarterly Financial Data”.

Stock-based Compensation

The Equity Incentive Plan provides for the grant of options, restricted share units, performance restricted share units and deferred share units to directors, officers, employees, consultants and service providers of the Company and its subsidiaries. During fiscal 2013, we granted 1,172,000 options to purchase an equivalent number of the Company’s Class A Subordinate Voting Shares at a weighted-average exercise price of $1.50 that vest over 48 months. The Company had a total of 3,088,195 options outstanding at March 31, 2013 with a weighted-average exercise price of $6.86. During fiscal 2013, we also issued 30,000 DSUs to independent directors and 2,483,000 time-based RSUs and 197,000 performance-based RSUs to Company executives.

Results of Operations—Fiscal 2012 Compared to Fiscal 2011

Revenue

Revenue decreased by $44.3 million, or 5.6%, from $790.1 million in fiscal 2011 to $745.8 million in fiscal 2012. Sales volumes for SMART’s interactive displays in fiscal 2012 were 395,101 units, a decrease of 28,289 units, or 6.7%, from 423,390 units in fiscal 2011. Although product penetration levels as well as budget and funding constraints in the U.S. education market have resulted in a decline in North American revenue, we have seen revenue growth in other areas in which we have invested, such as EMEA. For fiscal 2012 compared to fiscal 2011, the decline in North American revenue outweighed the impact of global expansion as U.S. federal, state and local education budgets faced pressure due to current economic conditions, which resulted in a pullback in spending by school districts in all areas from salaries to technology purchases. The decrease in revenue related to lower North American spending was partially mitigated by the weakening of the U.S. dollar against the Euro, Canadian dollar and British pound sterling, which positively impacted revenue by approximately $6.9 million in fiscal 2012 compared to fiscal 2011.

Gross Margin

Gross margin decreased by $55.3 million from $390.9 million in fiscal 2011 to $335.6 million in fiscal 2012. The gross margin percentage in fiscal 2012 declined to 45.0%, compared to 49.5% in fiscal 2011. Lower revenue was the key driver of the absolute gross margin decline, which was compounded by the impact of allocating fixed overhead costs over this lower revenue. Previously fixed overhead costs were included in inventory standard costs and spread over the year. Other factors contributing to the lower year-

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over-year gross margin percentages included costs relating to the transition from our assembly facility in Ottawa to contract manufacturers, including inventory write-downs associated with the move and related cleanup and under absorbed overhead costs incurred during the period of transition. Warehousing and freight costs increased with our introduction of new and expanded product lines, and our warranty provision increased by $6.0 million. The increase was largely due to a fourth quarter warranty charge of $5.2 million, primarily related to repairs and replacements of our SMART UF55 line of projectors. We also launched a new line of projectors in fiscal 2012 for which the combination of introductory pricing and higher initial costs narrowed our margins. The decrease in gross margin related to the decline in revenue in fiscal 2012 compared to fiscal 2011 was partially offset by positive foreign exchange impacts of approximately $4.3 million. This change was primarily due to the year-over-year weakening of the U.S. dollar relative to the Euro, Canadian dollar and British pound sterling, which positively impacted our revenue and negatively impacted our cost of sales.

Operating Expenses

Selling, Marketing and Administration

Selling, marketing and administration expenses decreased by $2.2 million, or 1.2%, from $183.0 million in fiscal 2011 to $180.8 million in fiscal 2012. Removing the impact of foreign exchange, selling, marketing and administration decreased by $6.3 million in fiscal 2012 compared to fiscal 2011. This decrease reflects our focus on cost containment in light of continued uncertainty surrounding education funding. The negative foreign exchange impact of $4.1 million was due to the weakening in the value of the U.S. dollar relative to the Canadian dollar, Euro and New Zealand dollar.

Research and Development

Our research and development expenses decreased by $1.3 million, or 2.5%, from $51.4 million in fiscal 2011 to $50.1 million in fiscal 2012. Removing the impact of foreign exchange, research and development expenses decreased by $2.8 million. Reduced salary costs related to staff turnover and delays in resourcing certain projects contributed to the decline. Approximately $0.9 million of the decrease was related to technology development grant funding received from the New Zealand government in fiscal 2012. The negative foreign exchange impact of $1.5 million was due to the year-over-year weakening in the value of the U.S. dollar compared to the Canadian dollar and New Zealand dollar.

Depreciation and Amortization

Depreciation and amortization of property and equipment decreased by $1.6 million from $22.8 million in fiscal 2011 to $21.2 million in fiscal 2012.

Amortization of intangible assets reflects amortization of $9.6 million in fiscal 2012 compared to $9.0 million in fiscal 2011 on $50.1 million of intangible assets recorded upon the acquisition of NextWindow on April 21, 2010. The weighted-average amortization period for the intangible assets is 5.6 years.

Costs of Restructuring

In August 2011, we announced the transfer of the remainder of our interactive display assembly operations from our leased assembly facility in Ottawa, Canada to existing contract manufacturers. This decision reflected our continued focus on cost management and the transition was completed by March 31, 2012. We incurred approximately $13.4 million in restructuring costs related to this restructuring plan in fiscal 2012. These costs consisted of employee termination and associated outplacement costs of $3.7 million related to a reduction in workforce of approximately 225 employees and $1.6 million in labor and other costs related to the shutdown of the facility. In December 2011, we ceased using the assembly and warehouse space at the Ottawa facility. As a result, we recorded lease obligation costs of $8.1 million in the third quarter of

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fiscal 2012, based on future lease expenditures and estimated future sublease rentals for the remainder of the lease term. Other costs incurred in connection with the restructuring activities include $1.2 million in raw materials inventory write-offs related to product lines that were discontinued at the Ottawa facility as part of the transition to contract manufacturers.

Non-Operating Expenses

Interest Expense

Interest expense decreased by $17.0 million, or 53.8%, from $31.6 million in fiscal 2011 to $14.6 million in fiscal 2012. Interest expense decreased as a result of the 2010 Reorganization, which resulted in the conversion of the shareholder note payable and cumulative preferred shares into equity during the first quarter of fiscal 2011, as well as the debt repayments made in the last three quarters of fiscal 2011 and first two quarters of fiscal 2012 totaling $232.8 million.

Foreign Exchange Loss (Gain)

Foreign exchange loss (gain) changed by $19.0 million, from a gain of $10.5 million in fiscal 2011 to a loss of $8.5 million in fiscal 2012. This year-over-year change primarily related to the conversion of our U.S. dollar-denominated debt into our functional currency of Canadian dollars, slightly offset by the revaluation of the higher U.S. dollar-denominated cash and accounts receivable in fiscal 2012 compared to fiscal 2011. The period-end exchange rates moved from CDN$0.9696 at March 31, 2011 to CDN$0.9975 at March 31, 2012, representing a 2.9% strengthening of the U.S. dollar against the Canadian dollar compared to a weakening of the U.S. dollar of 4.5% against the Canadian dollar in fiscal 2011.

Provision for Income Taxes

Income tax expense decreased by $28.4 million from $35.3 million in fiscal 2011 to $6.9 million in fiscal 2012. Our tax provision is weighted towards Canadian income tax rates as substantially all our taxable income is Canadian-based. The decrease in tax expense in fiscal 2012 compared to fiscal 2011 was primarily due to the reduction in net income and the recognition of additional SR&ED credits upon filing our June 7, 2010 and March 31, 2011 Canadian SR&ED claims. The tax provision also includes investment tax credits recorded in fiscal 2012 and fiscal 2011 of $9.2 million and $4.4 million, respectively.

Net Income

Net income decreased by $37.8 million from $68.8 million in fiscal 2011 to $31.0 million in fiscal 2012. The decrease was primarily due to the decrease in gross margin of $55.3 million, the increase in restructuring costs of $13.4 million being included in operating expenses, and the impact of the volatility of the U.S. dollar relative to the Canadian dollar, which resulted in a $19.0 million increase in year-over-year foreign exchange losses. This was offset by decreases in operating expenses, excluding restructuring costs of $4.5 million and interest and income tax expenses of $17.0 million and $28.4 million, respectively.

Adjusted EBITDA

Adjusted EBITDA decreased by $58.3 million, or 31.4%, from $185.8 million in fiscal 2011 to $127.5 million in fiscal 2012. The change was primarily due to the decrease in gross margin, partially offset by lower deferred revenue related to lower sales and decreases in selling, marketing and administration expenses and research and development expenses. For information regarding the reconciliation of net (loss) income to Adjusted EBITDA for each of the eight most recent quarters, see the section of this annual report entitled “Selected Quarterly Financial Data”.

Adjusted Net Income

Adjusted Net Income decreased by $14.9 million, or 17.4%, from $85.5 million in fiscal 2011 to $70.6 million in fiscal 2012. The decrease in gross margin was partially offset by lower deferred revenue related to

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lower sales, decreases in selling, marketing and administration expenses, and research and development expenses and reduced interest expense and income taxes. For information regarding the reconciliation of net (loss) income to Adjusted Net Income for each of the eight most recent quarters, see the section of this annual report entitled “Selected Quarterly Financial Data”.

Stock-based Compensation

During fiscal 2012, we granted 2,172,828 options to purchase an equivalent number of the Company’s Class A Subordinate Voting Shares at a weighted-average exercise price of $5.54 which vest over 48 months. The Company had a total of 3,000,657 options outstanding at March 31, 2012, with a weighted-average exercise price of $9.11. During fiscal 2012, we also issued 30,000 DSUs to independent directors and 250,850 time-based RSUs and 404,250 performance-based RSUs to Company executives.

Selected Quarterly Financial Data

The following tables set forth the Company’s unaudited quarterly consolidated statements of operations, reconciliation of net (loss) income to Adjusted EBITDA and reconciliation to Adjusted Net Income for each of the eight most recent quarters. The information in the table below has been derived from our unaudited interim consolidated financial statements. Our quarterly operating results have varied substantially in the past and may vary substantially in the future. Accordingly, the information below is not necessarily indicative of future results. Data for the periods are indicated in millions of dollars, except for shares, per share amounts, units and average selling prices.

	Fiscal Year Ended March 31, 2013												Fiscal Year Ended March 31, 2012
	Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Consolidated Statements of Operations
Revenue	$	105.2		$	138.9		$	170.8		$	174.5		$	148.0		$	185.1		$	210.3		$	202.4
Cost of sales		59.7			80.1			94.2			93.8			89.2			105.6			113.3			102.1
Gross margin		45.5			58.8			76.6			80.7			58.8			79.5			97.0			100.3
Operating expenses
Selling, marketing and administration(1)		40.1			40.4			42.3			48.1			46.7			44.2			43.2			46.7
Research and development(1)		11.4			12.2			12.0			13.2			12.7			12.4			12.0			13.0
Depreciation and amortization		7.2			8.0			7.9			7.6			7.9			7.6			7.7			7.6
Restructuring costs		2.4			15.2			3.1			0.1			0.2			8.7			4.5			—
Impairment of goodwill		—			34.2			—			—			—			—			—			—
Impairment of property and equipment		2.2			—			—			—			—			—			—			—
Operating (loss) income		(17.8	)		(51.2	)		11.3			11.7			(8.7	)		6.6			29.6			33.0
Non-operating expenses (income)
Interest expense		3.0			3.2			3.4			3.2			3.5			2.9			4.1			4.1
Foreign exchange loss (gain)		5.0			2.0			(8.3	)		6.3			(5.6	)		(7.3	)		22.7			(1.3	)
Other (income) loss, net		(0.6	)		0.1			0.3			(0.1	)		(0.1	)		(0.2	)		(0.1	)		(0.1	)
(Loss) income before income taxes		(25.2	)		(56.5	)		15.9			2.3			(6.5	)		11.2			2.9			30.3
Income tax (recovery) expense		(6.5	)		(5.6	)		2.3			0.8			(3.6	)		0.5			2.5			7.5
Net (loss) income(1)	$	(18.7	)	$	(50.9	)	$	13.6		$	1.5		$	(2.9	)	$	10.7		$	0.4		$	22.8

Certain reclassifications have been made to prior periods’ figures to conform to the current period’s presentation.

(1) In the third quarter of fiscal 2013, the Company changed its method of accounting for stock-based compensation expense related to the fair value of options to the graded method from the straight-line method and has applied this change retrospectively. See Notes 1 and 12 in the consolidated financial statements for fiscal 2013, 2012 and 2011 for further discussion of this change in accounting policy.

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	Fiscal Year Ended March 31, 2013												Fiscal Year Ended March 31, 2012
	Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Adjusted EBITDA
Net (loss) income(1)	$	(18.7	)	$	(50.9	)	$	13.6		$	1.5		$	(2.9	)	$	10.7		$	0.4		$	22.8
Income tax (recovery) expense		(6.5	)		(5.6	)		2.3			0.8			(3.6	)		0.5			2.5			7.5
Depreciation in cost of sales		0.9			0.8			1.0			1.0			1.0			1.0			0.9			0.9
Depreciation and amortization		7.2			8.0			7.9			7.6			7.9			7.6			7.7			7.6
Interest expense		3.0			3.2			3.4			3.2			3.5			2.9			4.1			4.1
Foreign exchange loss (gain)		5.0			2.0			(8.3	)		6.3			(5.6	)		(7.3	)		22.7			(1.3	)
Change in deferred revenue(2)		(4.4	)		(1.2	)		2.2			2.9			0.3			2.9			3.4			2.0
Stock-based compensation(1)		0.5			—			1.0			1.8			1.2			2.0			2.3			3.7
Costs of restructuring(3)		2.6			15.2			3.3			0.1			—			9.0			5.6			—
Impairment of goodwill		—			34.2			—			—			—			—			—			—
Impairment of property and equipment		2.2			—			—			—			—			—			—			—
Other (income) loss, net		(0.6	)		0.1			0.3			(0.1	)		(0.1	)		(0.2	)		(0.1	)		(0.1	)
Adjusted EBITDA(4)	$	(8.8	)	$	5.8		$	26.7		$	25.1		$	1.7		$	29.1		$	49.5		$	47.2

(1) In the third quarter of fiscal 2013, the Company changed its method of accounting for stock-based compensation expense related to the fair value of options to the graded method from the straight-line method and has applied this change retrospectively. See Notes 1 and 12 in the consolidated financial statements for fiscal 2013, 2012 and 2011 for further discussion of this change in accounting policy.

(2) Change in deferred revenue is calculated as the difference between deferred revenue and deferred revenue recognized. In accordance with our revenue recognition policy, deferred revenue represents the portion of our sales that we do not recognize in the period. Deferred revenue recognized represents the portion of our revenue deferred in a prior period that we recognized in the current period.

(3) Includes restructuring costs of $20.8 million disclosed in the Company’s consolidated statements of operations in fiscal 2013 (2012 – $13.4 million) and $0.4 million in inventory write-offs recorded in cost of sales in fiscal 2013 (2012 – $1.2 million).

(4) Adjusted EBITDA is a non-GAAP measure and is not a substitute for the GAAP equivalent. Adjusted EBITDA should thus be considered in addition to, but not as a substitute for, information contained in our consolidated financial statements.

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	Fiscal Year Ended March 31, 2013											Fiscal Year Ended March 31, 2012
	Fourth Quarter			Third Quarter			Second Quarter			First Quarter		Fourth Quarter			Third Quarter			Second Quarter		First Quarter
Adjusted Net (Loss) Income
Net (loss) income(1)	$	(18.7	)	$	(50.9	)	$	13.6		$	1.5	$	(2.9	)	$	10.7		$	0.4	$	22.8
Adjustments to net (loss) income
Amortization of intangible assets		2.3			2.4			2.4			2.4		2.4			2.4			2.4		2.4
Foreign exchange loss (gain)		5.0			2.0			(8.3	)		6.3		(5.6	)		(7.3	)		22.7		(1.3	)
Change in deferred revenue(2)		(4.4	)		(1.2	)		2.2			2.9		0.3			2.9			3.4		2.0
Stock-based compensation(1)		0.5			—			1.0			1.8		1.2			2.0			2.3		3.7
Costs of restructuring(3)		2.6			15.2			3.3			0.1		—			9.0			5.6		—
Impairment of goodwill		—			34.2			—			—		—			—			—		—
Impairment of property and equipment		2.2			—			—			—		—			—			—		—
		8.2			52.6			0.6			13.5		(1.7	)		9.0			36.4		6.8
Tax impact on adjustments(4)		1.0			4.0			1.2			2.4		0.5			3.0			5.6		1.8
Adjustments to net (loss) income, net of tax		7.2			48.6			(0.6	)		11.1		(2.2	)		6.0			30.8		5.0
Adjusted Net (Loss) Income(5)	$	(11.5	)	$	(2.3	)	$	13.0		$	12.6	$	(5.1	)	$	16.7		$	31.2	$	27.8
Adjusted Net (Loss) Income per share(1)
Weighted-average number of shares outstanding (000’s)
Basic		120,536			120,544			120,757			121,142		121,445			122,033			123,652		123,773
Diluted		120,536			120,544			123,630			124,045		121,445			122,693			124,331		124,452
(Loss) earnings per share—basic	$	(0.15	)	$	(0.42	)	$	0.11		$	0.01	$	(0.02	)	$	0.09		$	0.00	$	0.19
Adjustments to net (loss) income, net of tax, per share		0.05			0.40			(0.00	)		0.09		(0.02	)		0.05			0.25		0.03
Adjusted Net (Loss) Income per share—basic	$	(0.10	)	$	(0.02	)	$	0.11		$	0.10	$	(0.04	)	$	0.14		$	0.25	$	0.22
(Loss) earnings per share—diluted	$	(0.15	)	$	(0.42	)	$	0.11		$	0.01	$	(0.02	)	$	0.09		$	0.00	$	0.19
Adjustments to net (loss) income, net of tax, per share		0.05			0.40			(0.00	)		0.09		(0.02	)		0.05			0.25		0.03
Adjusted Net (Loss) Income per share—diluted	$	(0.10	)	$	(0.02	)	$	0.11		$	0.10	$	(0.04	)	$	0.14		$	0.25	$	0.22
Total number of interactive displays sold(6)		60,444			71,938			111,741			94,811		81,716			100,898			111,008		101,479
Average selling price of interactive displays sold(7)	$	1,360		$	1,535		$	1,234		$	1,415	$	1,322		$	1,400		$	1,430	$	1,532

(1) In the third quarter of fiscal 2013, the Company changed its method of accounting for stock-based compensation expense related to the fair value of options to the graded method from the straight-line method and has applied this change retrospectively. See Notes 1 and 12 in the consolidated financial statements for fiscal 2013, 2012 and 2011 for further discussion of this change in accounting policy.

(2) Change in deferred revenue is calculated as the difference between deferred revenue and deferred revenue recognized. In accordance with our revenue recognition policy, deferred revenue represents the portion of our sales that we do not recognize in the period. Deferred revenue recognized represents the portion of our revenue deferred in a prior period that we recognized in the current period.

(3) Includes restructuring costs of $20.8 million disclosed in the Company’s consolidated statements of operations in fiscal 2013 (2012 – $13.4 million) and $0.4 million in inventory write-offs recorded in cost of sales in fiscal 2013 (2012 – $1.2 million).

(4) Reflects the tax impact on the adjustments to net (loss) income. A key driver of our foreign exchange loss (gain) is the conversion of our U.S. dollar-denominated debt that was originally incurred at an average exchange rate of 1.05. When the unrealized foreign exchange amount on U.S. dollar-denominated debt is in a net gain position as measured against the original exchange rate, the gain is tax-effected at current rates. When the unrealized foreign exchange amount on the external U.S. dollar-denominated debt is in a net loss position as measured against the original exchange rate, a valuation allowance is taken against it and as a result no net tax effect is recorded.

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(5) Adjusted Net (Loss) Income is a non-GAAP measure and is not a substitute for the GAAP equivalent. Adjusted Net (Loss) Income should thus be considered in addition to, but not as a substitute for, information contained in our consolidated financial statements.

(6) Interactive displays include SMART Board interactive whiteboard systems and associated projectors, SMART Board interactive flat panels, LightRaise interactive projectors, appliance-based interactive displays, SMART Board interactive overlays, SMART Podium interactive pen displays and SMART Table interactive learning centers.

(7) Average selling price of interactive displays is calculated by dividing the total revenue from the sale of interactive displays by the total number of units sold.

B. LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2013, we held cash and cash equivalents of $141.4 million. Our primary source of cash flow is sales of interactive displays and related attachment products. We believe that ongoing operations and associated cash flow in addition to our cash resources and revolving credit facilities provide sufficient liquidity to support our business operations for at least the next 12 months.

As of March 31, 2013, our outstanding debt balance was as follows:

	Issue Date	Maturity Date	Interest Rate	Amount Outstanding
First lien facility	August 28, 2007	August 28, 2014	LIBOR + 3.0%	$288.2 million

We have two revolving credit facilities totaling $100.0 million that form part of the first lien facility: a $45.0 million facility that bears interest at LIBOR plus 2.0% and a $55.0 million facility that bears interest at LIBOR plus 3.75%. Both credit facilities mature on August 28, 2013 (one year in advance of the rest of the First lien facility) and were undrawn as of March 31, 2013.

In March 2013, we opportunistically sought to refinance our long-term debt through an offering of senior secured notes, but we subsequently withdrew the proposed offering. Our existing long-term debt matures in August 2014 and the offering was not pursued to fund short-term requirements.

Below is a summary of our cash flows provided by operating activities, financing activities and investing activities for the periods indicated.

Net Cash Provided by Operating Activities

Net cash provided by operating activities increased by $12.7 million from $57.6 million in fiscal 2012 to $70.3 million in fiscal 2013. The increase was attributable to a net decrease in period-over-period non-cash working capital balances of $76.4 million, largely offset by lower operating income. The decrease in non-cash working capital was primarily related to declining inventory and accounts receivable balances, partially offset by decreases in accounts payable and accrued and other current liabilities.

Net cash provided by operating activities decreased by $27.4 million from $85.0 million in fiscal 2011 to $57.6 million in fiscal 2012. The change was driven by lower operating income. Increases in working capital related to higher inventory balances were offset by decreases in other year-over-year non-cash working capital balances.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by $3.6 million from $23.0 million in fiscal 2012 to $19.4 million in fiscal 2013, primarily related to a decrease in capital expenditures of $3.8 million in fiscal 2013 compared to fiscal 2012.

Net cash used in investing activities decreased by $79.0 million from $102.0 million in fiscal 2011 to $23.0 million in fiscal 2012. The decrease was due to net cash used in investing activities in fiscal 2011 related to the acquisition of NextWindow for $82.0 million in cash, offset by $8.0 million in cash held by NextWindow at the date of acquisition and a decrease in capital expenditures of $4.4 million in fiscal 2012 compared to fiscal 2011.

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Net Cash Used in Financing Activities

Net cash used in financing activities decreased by $54.5 million from $57.8 million in 2012 to $3.3 million in fiscal 2013. The decrease was due to $45.0 million in debt repayments on the Second lien facility in fiscal 2012 and a $9.0 million decrease in repurchases of common shares in fiscal 2013 compared to the prior year.

Net cash used in financing activities decreased by $40.3 million from $98.1 million in 2011 to $57.8 million in fiscal 2012. The cash used in financing activities in fiscal 2012 primarily related to repayments of $45.0 million on the Second lien facility and $9.8 million in repurchases of our Class A Subordinate Voting Shares. The cash used in financing activities in fiscal 2011 primarily related to $239.3 million in debt repayments on our revolving credit facility, shareholder note payable, unsecured term loan, term construction facility and construction loan. The cash used in financing activities was offset by net cash proceeds of $134.3 million from the initial public offering in fiscal 2011.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

See information provided under “We may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business.” and “We may infringe on or violate the intellectual property rights of others.” in the section of this annual report entitled “Risk Factors—Risks Related to Our Business.”

D. TREND INFORMATION

The education market for interactive displays is exhibiting varying dynamics on a geographical basis. In North America, education funding constraints, high classroom penetration rates and the proliferation of tablets has led to a decline in interactive display demand. However, we believe that the opportunity for interactive displays in the education market is large considering that global penetration rates of interactive displays in the classroom are still low. The enterprise market is in the early stages of the product adoption curve. With low interactive display penetration rates in meeting rooms, and an increasing focus on effective collaboration in organizations, we believe there is a large opportunity for our enterprise solutions.

Recent developments in tablets have caused a portion of education budgets to be redirected away from spending on interactive displays, and toward tablets. With the increasing utilization of tablets, other mobile devices, and digital content, technology in classrooms is evolving, however, and this evolution has provided several opportunities for SMART. Educators and administrators face the challenge of uniting various classroom technologies without significant cost and complexity. SMART has an opportunity to provide software that helps to alleviate these difficulties by unifying disparate content and devices. With a large and loyal user base, we are well positioned to expand and monetize our software and service offerings, as well as capture replacement and upgrade cycles in both interactive display hardware and software when they occur.

For enterprise customers, we offer premium interactive displays and software solutions that facilitate collaborative efforts and can ultimately drive improved business results. We believe the market opportunity for our enterprise solutions is significant. However, we are in the early stages of the product adoption curve.

E. OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2013, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

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F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table summarizes our outstanding contractual obligations in millions of dollars as of March 31, 2013.

	Fiscal Year Ending March 31,
	2014		2015		2016		2017		2018 and thereafter		Total
Operating leases	$	5.8	$	5.1	$	4.5	$	4.2	$	13.6	$	33.2
Derivative contracts		0.7		0.3		—		—		—		1.0
Long-term debt repayments
Long-term debt		3.1		285.1		—		—		—		288.2
Future interest obligations on long-term debt		9.6		3.9		—		—		—		13.5
Purchase commitments		92.8		4.0		1.5		—		—		98.3
Total	$	112.0	$	298.4	$	6.0	$	4.2	$	13.6	$	434.2

The operating lease commitments relate primarily to office and warehouse space and represent the minimum commitments under these agreements.

The derivative contracts represent minimum commitments under interest rate contracts based on the forward strip for each instrument through the contract term.

Long-term debt commitments represent the minimum principal repayments required under our long-term debt facility.

Our purchase commitments are for raw materials, finished goods from contract manufacturers, as well as certain information systems and licensing costs.

Commitments have been calculated using foreign exchange rates and interest rates in effect at March 31, 2013. Fluctuations in these rates may result in actual payments differing from those in the above table.

The above table does not include the capital lease commitment related to the sale-leaseback of our global headquarters building that closed on May 7, 2013 subsequent to the end of fiscal 2013. See Note 19 to our consolidated financial statements in Item 18 of this annual report.

G. SAFE HARBOR

See “Forward-Looking Statements”.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

The following table sets forth information with respect to each of the current directors and officers. The age of each individual in the table is as of June 19, 2013.

Name and Place of Residence	Age		Position with SMART
David Martin Alberta, Canada		64	Chairman of the Board
Nancy Knowlton Alberta, Canada		59	Director
Salim Nathoo London, England		42	Director
Michael J. Mueller(1) Ontario, Canada		65	Director
Robert C. Hagerty(1) California, United States		61	Lead Director
David B. Sutcliffe(1)(2) Alberta, Canada		53	Director
Neil Gaydon Alberta, Canada		53	President, CEO and Director
Warren Barkley Alberta, Canada		45	Chief Technology Officer
Kelly Schmitt Alberta, Canada		35	Vice President, Finance and CFO
Jeffrey A. Losch Alberta, Canada		53	Vice President, Legal and General Counsel

(1) Member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee and independent director.

(2) Mr. Sutcliffe will not be standing for re-election at the next annual shareholders meeting, scheduled for August 8, 2013.

David Martin is the Chairman of the Board and co-founder of the Company, and also served as Executive Chairman from January 2007 to April 2012. He has been a director of the Company or its predecessors since 1987. From 2002 until his appointment as Executive Chairman, Mr. Martin was our Chairman and Co-CEO. Since our inception in 1987 until 2002, he served the Company in various other capacities including CEO, President and Chairman of the Board. Mr. Martin is the creator of the SMART Board interactive whiteboard and the named inventor with respect to numerous patents. He has received many awards for his contributions to the industry, including the Alberta Centennial Medal for High-Tech Innovation and the Canadian Advanced Technology Alliance Award for Private Sector and Leadership in Advanced Technology. Mr. Martin and Ms. Knowlton are married.

Nancy Knowlton is a director and co-founder of the Company, and also served as President and CEO from June 2007 to April 2012 and CEO of our main operating subsidiary from January 2007 to April 2012. She has been a director of the Company or its predecessors since 1987. From 2002 until her appointment as CEO, Ms. Knowlton was our President and Co-CEO. Since our inception in 1987 until 2002, she served the Company in various other capacities, including President, Chief Operating Officer and Executive Vice President. She has received numerous awards, including Canadian Woman Entrepreneur of the Year, as well as honorary doctorate degrees from Bishop’s University and Saint Mary’s University. Ms. Knowlton and Mr. Martin are married.

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Salim Nathoo has been a director of the Company since August 2007, when Apax Partners, a private equity firm, made its investment in the Company and exercised its right to appoint a member of the Board. Mr. Nathoo is a Partner and global co-head of Apax Partners’ technology and telecom team. He joined Apax Partners in 1999. From 1997 to 1999, Mr. Nathoo was with McKinsey & Company, an international management consulting firm, in various capacities. He currently also serves on the board of directors of iGATE Corporation, a US provider of IT services, Orange Communications SA, a Swiss telecommunications company, and Sophos Limited, a UK-based software company. Apax Partners is a significant shareholder of the Company. For a detailed description of the right of Apax Partners to appoint a member of the Board, see “Securityholders Agreement” section below.

Michael J. Mueller has been a director of the Company since July 2010. Mr. Mueller retired from the audit firm PricewaterhouseCoopers (“PwC”) in 2007 as the Global Leader of PwC’s Private Company Services/Middle Market Practice. From his appointment as Partner in 1979 through 2007, Mr. Mueller served PwC in various other capacities, including Managing Partner, National Managing Partner and a member of PwC’s Global Markets Council, Global Advisory Leadership Team and Global Audit Leadership Team. He currently serves on the board of directors of Hydro One Inc., an electricity transmission and distribution company in Ontario, Canada. Mr. Mueller is a Chartered Accountant and a Chartered Business Valuator.

Robert C. Hagerty has been a director of the Company since July 2010 and in May 2011 was appointed Lead Director. Mr. Hagerty has been CEO and a director of iControl Networks, Inc., a software and services company for the broadband home management market, since September 2011. Mr. Hagerty has, since September 2011, also served as a director of Plantronics, Inc., a personal audio communications company. Mr. Hagerty served Polycom, Inc., a provider of unified communications and collaboration solutions, in various executive capacities and as an advisor from 1997 through 2011, including as Director and President from January 1997; Director, CEO and President from July 1998; and Chairman, Director, CEO and President from March 2000 to May 2010. Prior to joining Polycom, Mr. Hagerty served as President of Stylus Assets, Ltd., a developer of software and hardware products for fax, document management and Internet communications. He has also held several key executive management positions with Logitech, Inc., a manufacturer of computer input devices, Conner Peripherals Inc., a disk drive company, Signal Corporation, a global designer and provider of safety and security products and solutions, and Digital Equipment Corporation, a computer hardware and software manufacturing firm. Mr. Hagerty served on the board of Palm, Inc., a provider of mobile computing solutions, in various capacities from 2005 to 2010, including Lead Independent Director, Chairman of the Governance and Nominating Committee and Audit Committee member.

David B. Sutcliffe has been a director of the Company since June 2011, but he will not be standing for re-election as a director of the Company at the next annual general shareholders meeting, scheduled for August 8, 2013. Mr. Sutcliffe was the CEO of Sierra Wireless, Inc., a designer and provider of customized connected lifestyle devices and services (“Sierra”) from May 1995 to October 2005. From May 2001 to April 2005, he was also the Chair of the Board of Directors of Sierra. He currently serves on the board of directors of Ballard Power Systems, Inc., a manufacturer of fuel cell products.

Neil Gaydon was appointed President and CEO in October 2012 and became a director of the Company in February 2013. Mr. Gaydon has over 28 years of technology experience and leadership, and most recently was a director and the CEO of Pace plc, a set top box producer headquartered and publicly listed in the United Kingdom, from 2006 to 2012. Prior to being appointed the CEO of Pace plc, Mr. Gaydon served in numerous executive and senior positions at Pace plc, including as the President of Pace Americas, which he established and led for five years. Before joining Pace plc, Mr. Gaydon worked with a number of technology companies in a variety of key roles.

Warren Barkley was appointed Chief Technology Officer in November 2012. Mr. Barkley has over 17 years of technology experience and most recently served as General Manager in the Unified Communications division at Microsoft Corporation, a multinational software and technology company (“Microsoft”). He held several key positions in Microsoft over his tenure and was instrumental in the development of Microsoft Lync as the communication and collaboration software of choice for Fortune 500

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companies. At Microsoft, he played a central role in establishing WiFi as a worldwide standard and building world class real time communications technologies used by hundreds of millions of users every day. He holds over 35 worldwide patents in networking, wireless and communications. Prior to his career in the technology sector, Mr. Barkley was a school teacher.

Kelly Schmitt was appointed Vice President, Finance and CFO in November 2012. Prior to her appointment, Ms. Schmitt served the Company’s main operating subsidiary for five years in various senior roles, including Corporate Controller, Treasurer and Director of Investor Relations. Prior to joining the Company, Ms. Schmitt served in various treasury and corporate finance roles at small and large cap energy companies. Ms. Schmitt is a Chartered Accountant and a Chartered Financial Analyst.

Jeffrey A. Losch was appointed Vice President, Legal and General Counsel in September 2008. Prior to joining us, Mr. Losch provided consulting services to businesses and individuals from September 2005 to August 2008. Mr. Losch was Senior Vice President, Secretary and General Counsel of InterTAN, Inc., a consumer electronics specialty retailer, from September 2001 to May 2005 and was its Vice President, Secretary and General Counsel from March 1999 to September 2001. From December 1993 to March 1999, Mr. Losch was Corporate Counsel of Whirlpool Canada Ltd., the Canadian subsidiary of Whirlpool Corporation, a manufacturer and marketer of major home appliances.

Appointment of Additional Independent Director

With the decision of Mr. Sutcliffe not to stand for reelection at this year’s annual general meeting of shareholders, the Board, after giving consideration to the experience and skillsets of its remaining members, the current business environment and strategic objectives of the Company, regulatory requirements, and the desirability of having a third independent individual serve on the Board, determined that it should appoint an additional independent director to serve until the annual general meeting of shareholders in 2014. Accordingly, a search process coordinated by the Corporate Governance & Nominating Committee has been commenced. The preliminary selection of candidates is being conducted by an international executive search firm, Spencer Stuart, using criteria developed in conjunction with the Board. To date a short list of qualified candidates has been identified and the Board is in the process of interviewing them. Following this, the Board will select the most suitable candidate and appoint such person as the seventh director at or shortly following the annual general meeting of shareholders to be held August 8, 2013.

Securityholders Agreement

In connection with the IPO, we and the holders of our Class B Shares, Apax Partners, Intel and IFF, entered into a securityholders agreement providing that such holders will, until the termination of the agreement, vote their Class B Shares so as to ensure that our Board consists of a total of up to eight directors, with two directors nominated by IFF and one director nominated by each of Apax Partners and Intel. Intel has informed the Company that it does not intend to exercise its right to nominate a director at this time, and accordingly no Intel nominee sits on the Board as of the date of this annual report. The securityholders agreement also prohibits any amendment of our Articles or By-laws without the unanimous consent of the holders of our Class B Shares.

B. COMPENSATION

Compensation of Executive Officers

The following discussion and analysis examines the compensation earned during fiscal 2013 by the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) for any part of that fiscal year as well as each of the three other most highly compensated executive officers of the Company (collectively, the “NEOs”) earning more than $150,000 in total compensation for that fiscal year.

Under the guidance of the Compensation Committee of the Board, the Company has taken a strategic approach in the design of its compensation program to ensure transparency and alignment with business

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objectives and performance. The Compensation Committee has adopted a philosophy of transparency in its compensation programs rewarding performance with competitive base salaries, annual performance and success-sharing bonuses, long-term incentive awards including the granting of stock options and retirement plans.

Executive Compensation Guiding Principles

The Company recognizes that its success is in large part dependent on its ability to attract and retain skilled employees. The Company endeavors to create and maintain compensation programs based on performance, teamwork and rapid progress, and to align the interests of the executives and Shareholders. The principles and objectives of the compensation and benefits programs for employees generally, and for the NEOs specifically, are to:

• attract, motivate and retain highly-skilled individuals who have incentives to achieve the Company’s strategic goals;

• closely align compensation with the Company’s business and financial objectives and the long-term interests of Shareholders; and

• offer total compensation that is competitive and fair.

Compensation-Setting Process

The Company has relied on market survey data for similar positions in other companies to assist in determining compensation levels that are competitive and fair. In addition, the CEO, and with respect to the CEO, the Compensation Committee, reviews the performance of each NEO on an annual basis. Based on this review and the factors described above, such parties make recommendations to the Board as to the executive compensation package for each NEO. This review occurs in the first quarter of the fiscal year.

Compensation Components

The compensation of the NEOs consists of the following principal components:

• base salary;

• performance-based cash bonuses; and

• participation in the Equity Incentive Plan.

Each compensation component has a role in meeting the above objectives. The mix of compensation components is designed both to reward short-term results and to motivate long-term performance. The compensation level of the NEOs reflects to a significant degree the varying roles and responsibilities of the NEOs.

The appropriate level for overall NEOs compensation is determined by the Compensation Committee for all of the NEOs based on: (i) a review of certain available market data including a review of the compensation paid to other named executive officers by a comparison group of companies; and (ii) internal equity, length of service, skill level and other factors deemed appropriate.

The NEOs’ compensation packages provide a balanced set of components consistent with the objectives of the Company’s compensation strategy. The fixed elements, assessed in their entirety, provide a competitive base of fixed compensation necessary to attract, retain and motivate executives. The variable elements, assessed in their entirety, are reviewed and approved by the Compensation Committee and are designed to balance short-term objectives with the long-term interests of the Company, motivate superior performance against both timeframes and reward the attainment of individual and business objectives. The combination of the fixed elements and variable incentive opportunities delivers a competitive compensation package as compared to the peer group used by the Company.

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Below is a description of the total compensation elements, forms of compensation, performance periods and how the amount is determined for each element.

Type of compensation	Form	Performance period	How it is determined
Base salary	Cash	One year	Reflects consideration of sector market conditions, the role of the executive, individual competency, and attraction and retention considerations. Base salary is benchmarked to the 50th percentile for the selected comparison group of companies (the “Comparator Group”) and adjusted to reflect the NEOs’ experience, responsibilities and performance.
Short-Term Incentives	Performance-Based Cash Bonuses	One year	Focuses on specific annual objectives. Target award is based on market competitiveness. The actual award is based on Company performance in the case of the CEO, and on Company and individual performance in the case of the other NEOs.
Long-Term Incentives	Stock options	Typically, three or four-year vesting and a five-year term	Target award (using an option pricing model to estimate the value) is based on market competitiveness of the long-term incentive package. However, the final realized value is based on the excess, if any, of the price of a Class A Subordinate Voting Share over the per-share exercise price of the option.
	Restricted Stock Units	Typically, equal annual vesting over a three-year term	Target award is determined by the Compensation Committee and based on market competitiveness of the aggregate value of all long-term incentives awarded in a particular year.
	Performance Stock Units	Typically, three- year cliff vesting and a three year term	Target award is determined by the Compensation Committee and is based on market competitiveness of the aggregate value of all long-term incentives awarded in a particular year.
Benefits	Medical and dental insurance	Ongoing	Based on historical practices of the Company.
Retirement Plans	RRSP Contribution	Ongoing	The Company matches an employee’s contribution to a maximum of 3.5% of the employee’s annual salary.

Base Salaries

In general, base salaries for the NEOs are initially established through arm’s-length negotiation at the time of hire, taking into account the NEO’s qualifications, experience and prior salary and prevailing market

49

compensation for similar roles in comparable companies. The initial base salaries of the NEOs are then reviewed annually by the Compensation Committee for the CEO and by the CEO and the Compensation Committee for all other NEOs, to determine whether any adjustment is warranted. Base salaries are also reviewed in the case of promotions or other significant changes in responsibility.

In considering a base salary adjustment, the Compensation Committee considers the Company’s overall performance, the scope of the NEO’s functional responsibilities, individual contributions and prior experience. The Compensation Committee may also take into account the NEO’s current salary, equity position both vested and unvested, and the amounts paid to the NEO’s peers inside the Company.

Performance-Based Cash Bonuses

Annual performance-based cash bonuses are intended to reward the NEOs for achieving short-term goals while making progress towards the Company’s longer-term objectives. The Fiscal 2013 Discretionary Bonus Plan (the “2013 Bonus Plan”) includes target bonus opportunities and target goals. The Compensation Committee determined the actual bonus awards for fiscal 2013 for each of the NEOs except in the case of Mr. Gaydon, whose bonus amount was determined by the terms of his employment contract with the Company, and Mr. Lelorieux, who will be departing the Company in early July 2013.

Each bonus under the 2013 Bonus Plan has two components, as described in greater detail below: (i) a Company performance bonus; and (ii) an individual performance bonus. These components are measured as follows:

• The Company performance bonus is measured by reference to a key performance indicator: “adjusted net income” as determined by internal management financial statements. The term “adjusted net income” is defined as net income before stock-based compensation, acquisition costs, costs of restructuring, foreign exchange losses or gains, net change in deferred revenue, impairment of goodwill, impairment of property and equipment and amortization of intangible assets; all net of tax. The Company uses this method to assess business performance when evaluating results in comparison to budgets, forecasts, prior-year financial results and the performance of comparable companies.

• Individual performance bonus is measured by reference to the following factors relating to an individual NEO’s performance: contribution to the Company’s strategy, contribution to key issues for the Company, attention to values, principles and policies and delivery against objectives set out in an individual NEO’s annual work plan and as otherwise communicated to such individual.

Each NEO’s target bonus opportunity under the 2013 Bonus Plan was expressed as a percentage of his or her base salary, with individual target award opportunities being a range of 50% to 100% of base salary, with an additional bonus opportunity for exceptional performance. There is an additional bonus opportunity as well for the NEO in the event the Company exceeds the Company performance target(s). The weighting of the bonus for the NEO is a range of 75% to 100% for Company performance and a range of 0% to 25% for individual performance. The bonus is weighted towards Company performance reflecting the NEO’s ability to impact overall Company performance. The Company performance targets for payout under the 2013 Bonus Plan were set at amounts the Board reasonably believed to be attainable. If the Company performance threshold is not achieved, the 2013 Bonus Plan contemplates that the individual performance bonus may not be paid. Under the 2013 Bonus Plan, the Board has the ability to exercise discretion to award compensation in the absence of attaining performance goals or can increase or decrease awards on a discretionary basis having regard, in each instance, to the general spirit and intent of the 2013 Bonus Plan. For the purposes of determining both the individual performance and Company performance components of individual bonuses for fiscal 2013, the Board established the Company performance factor to be 0% and accordingly no Company performance component will be paid out. However, the Board chose to exercise such discretion and pay out the individual performance bonus component even though the Company performance target for payout was not achieved.

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For NEOs whose short term incentive includes an individual performance component, the factors comprising such individual performance include: achieving established in-year objectives, continuing to build the capability, capacity and process improvement of the officer’s functional area(s) of responsibility, and adhering to the established budget of the officer’s functional areas(s) of responsibility.

Long-Term Equity Incentives

The Company adopted a 2010 Equity Incentive Plan (“2010 Equity Incentive Plan”) in connection with its IPO and has granted equity incentive awards to the NEOs pursuant to the 2010 Equity Incentive Plan. Such grants were made with consideration given to the overall compensation of the NEO as well as the number of Shares already held. In June 2011, the Company amended and restated the 2010 Equity Incentive Plan to allow for the issuance of performance restricted share units, to make certain amendments to reflect changes in financial standards and to facilitate awards to participants resident in the United States. The plan, as so amended and restated, is referred to in this annual report as the “Equity Incentive Plan”.

Change in Control Benefits

The Company has entered into employment agreements with the NEOs that provide for the payment of certain severance benefits if the Company undergoes a change in control and the NEO is terminated in relation to such change in control or suffers a material change in the scope of his or her duties or responsibilities as a result of such change in control, within a specified period preceding or following the change in control. The Company believes that these arrangements, which require both a change in control and termination of employment or such material change before payment is owed, effectively allow the NEOs to objectively assess and pursue aggressively any corporate transactions that are in the best interests of Shareholders, without undue concern over the impact of such a transaction on their own personal financial and employment situation. No such payments were made by the Company during fiscal year 2013.

Perquisites and Other Personal Benefits

The Company does not utilize perquisites or other benefits as a significant element of the compensation program currently provided to NEOs. All future practices regarding perquisites will be approved, and subject to periodic review, by the Compensation Committee.

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Summary Compensation Table

The following table summarizes the total compensation paid or earned by the NEOs during fiscal 2013.

Name and Principal Position	Year		Salary($)(1)		Share- based awards ($)(2)		Options ($)(3)		Non-equity incentive plan compensation ($)				Pension Value ($)		All other Compensation ($)(1)			Total Compensation ($)(1)
									Annual incentive plans(1)(4)		Long-term incentive plans
Nancy Knowlton President & CEO(5)		2013		30,732		Nil		Nil		Nil		Nil		Nil		2,025,924	(12)		2,056,656
Neil Gaydon President & CEO(6)		2013		321,569		258,000		121,580		336,456		Nil		Nil		100,335	(13)		1,137,940
Thomas F. Hodson Interim CEO and Vice President(7)		2013		378,084		222,250		Nil		Nil		Nil		Nil		710,952	(14)		1,311,286
G.A. (Drew) Fitch Vice President, Finance & CFO(8)		2013		255,296		222,250		Nil		Nil		Nil		Nil		461,515	(15)		939,061
Kelly Schmitt Vice President, Finance & CFO(9)		2013		200,625		64,100		60,790		49,945		Nil		Nil		26,900	(16)		402,360
Jeffrey A. Losch Vice President, Legal & General Counsel		2013		277,387		101,600		Nil		35,540		Nil		Nil		179,409	(17)		593,936
Patrick Lelorieux(10) President, Enterprise		2013		355,735		152,400		Nil		41,501		Nil		Nil		28,832	(18)		578,468
Daniel Rodrigue(11) Vice President, Operations		2013		217,906		127,000		Nil		28,294		Nil		Nil		202,607	(19)		575,807

(1) All cash compensation is paid in Canadian currency. Canadian dollar compensation has been translated into U.S. dollars at the average exchange rate for fiscal 2013 based on exchange rates published by the Bank of Canada through January 2013 and the Bank of America thereafter. The exchange rate used for fiscal 2013 was 1.00CAD = 0.9989USD.

(2) Share-based awards represent the fair value of RSUs and PSUs granted during the year. The fair value of the RSUs and PSUs is based on the closing market price of the Class A Subordinate Voting Shares as determined by the NASDAQ on the effective date of grant, multiplied by the number of RSUs and PSUs granted.

(3) The value of unexercised in-the-money options at year end is based on the closing price of a Class A Subordinate Voting Share on the NASDAQ on March 28, 2013, which was $1.39. “In-the-money” means the amount by which the market value of a Class A Subordinate Voting Share on that date exceeded the per-share option exercise price. Amounts in this column represent the fair value of stock options granted during the year under the Equity Incentive Plan. The fair value of stock options granted is calculated using the Black-Scholes valuation model. Under this method, the weighted average fair value of stock options granted was $0.72 in fiscal 2013.

Expected dividend yield	Nil
Expected stock price volatility	62-65	%
Expected risk-free interest rate	0.5-0.9	%
Expected life of options	4 years

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There is no dividend yield because the Company does not pay, and currently does not plan to pay, cash dividends on the Class A Subordinate Voting Shares. The expected stock price volatility is based on a review of the volatility of comparable public companies. The risk-free interest rate is based on yields from U.S. government bond yields with a term equal to the expected term of the options being valued. The expected life of options represents the period of time that the options are expected to be outstanding based on historical data of option holder exercise and termination behavior.

(4) Amounts earned pursuant to the 2013 Bonus Plan.

(5) Nancy Knowlton was the President & CEO of the Company from 2007 until April 30, 2012.

(6) Neil Gaydon is the current President & CEO of the Company and was appointed to that position on October 24, 2012.

(7) Tom Hodson was the Interim President & CEO of the Company from April 30, 2012 until October 24, 2012. He was also the former Vice President of the Company. He departed the Company on February 28, 2013.

(8) Drew Fitch is the former Vice President, Finance & CFO of the Company and served in that capacity until November 30, 2012.

(9) Kelly Schmitt was appointed Vice President, Finance & CFO of the Company on November 30, 2012.

(10) Patrick Lelorieux is the former President, Enterprise of SMART Technologies ULC, a wholly-owned, direct subsidiary of the Company. He will be departing the Company in early July 2013.

(11) Daniel Rodrigue is Vice President, Operations of SMART Technologies ULC, a wholly-owned, direct subsidiary of the Company.

(12) Includes $67,743 paid in connection with the repurchase of Class A Subordinate Voting Shares by the Company pursuant to the terms of the participant equity loan program (“PELP”); $1,743,913 paid as a retirement allowance pursuant to the terms of Ms. Knowlton’s employment agreement with the Company; $212,581 in respect of accrued but unpaid vacation balance; $1,575 in respect of Company contributions to her RRSP; and $112 for benefits.

(13) Includes $99,890 paid as a signing bonus pursuant to the terms of Mr. Gaydon’s employment agreement with the Company and $445 for benefits.

(14) Includes $668,751 paid as a retirement allowance pursuant to the terms of Mr. Hodson’s employment agreement with the Company; $27,727 in respect of an accrued but unpaid vacation balance; $13,033 in respect of Company contributions to his RRSP; and $1,441 for benefits.

(15) Includes $399,560 paid as a special bonus; $50,883 paid in connection with the repurchase of Class A Subordinate Voting Shares by the Company pursuant to the terms of the PELP; $521 in respect of accrued but unpaid vacation balance; $9,173 in respect of Company contributions to Mr. Fitch’s RRSP; and $1,378 for benefits.

(16) Includes $18,478 paid as a special bonus; $7,521 in respect of Company contributions to Ms.Schmitt’s RRSP; and $901 for benefits.

(17) Includes $167,644 paid as a special bonus; $10,208 in respect of Company contributions to Mr. Losch’s RRSP; and $1,557 for benefits.

(18) Includes 22,380 Euros paid to Mr. Lelorieux as a vehicle allowance. This amount was converted to USD using an exchange rate of 1Euro = 1.2883USD.

(19) Includes $192,821 paid as a special bonus; $8,229 in respect of Company contributions to Mr. Rodrigue’s RRSP; and $1,557 for benefits.

Equity Incentive Plan Awards

Reservation and Issuance of Class A Subordinate Voting Shares. The Equity Incentive Plan provides for the grant of options, restricted share units (including performance restricted share units), deferred share units, and other share or performance-based awards to the directors, officers, employees, consultants and service providers of the Company and its affiliates. Class A Subordinate Voting Shares issued upon the exercise of awards under the Equity Incentive Plan are authorized and unissued Class A Subordinate Voting Shares or, except in respect of options, outstanding Class A Subordinate Voting Shares acquired on the open market through the facilities of a broker.

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The Company currently has reserved for issuance pursuant to the Equity Incentive Plan a number of Class A Subordinate Voting Shares equal to 10% of the Company’s issued and outstanding Shares. All issuances of Class A Subordinate Voting Shares pursuant to the exercise of awards granted under the Equity Incentive Plan will be in compliance with the requirements of the Toronto Stock Exchange (the “TSX”), the NASDAQ Global Select Market (the “NASDAQ”) and all applicable securities laws of both Canada and the United States of America (“Applicable Securities Laws”). Under the policies of the TSX, all shares of a listed company available for granting awards, rights or other entitlements under a security-based compensation arrangement that does not have a fixed maximum number of securities issuable, such as the Equity Incentive Plan, must be re-approved by the board of directors and shareholders of the company every three years. On June 13, 2013, the Board approved an increase in the maximum number of Class A Subordinate Voting Shares available for granting awards under the Equity Incentive Plan from 10% of the issued and outstanding Shares to 12% of the issued and outstanding Shares (the “Increased Allotment”). Such approval is subject to approval by the Shareholders at the annual general meeting of Shareholders to be held August 8, 2013 (the “Meeting”) and the TSX. In approving the Increased Allotment, the Board considered a number of factors, including the Company’s human resources requirements and the anticipated need to grant awards in the future to attract and retain the most qualified individuals. Based on a review of these factors, the Board unanimously determined that the proposed increase is both reasonable and in the best interests of the Company. If the Increased Allotment is approved at the Meeting, the terms of the Equity Incentive Plan will remain the same, except that the current “rolling” 10% limit on issuable shares will be increased to 12%.

The Increased Allotment will permit the Company to have, at any time, a number of Class A Subordinate Voting Shares available for granting awards under the Equity Incentive Plan equal to 12% of the number of Shares then issued and outstanding. As a result, when awards granted under the Equity Incentive Plan are exercised, cancelled or expire in accordance with their terms, a number of Class A Subordinate Voting Shares equal to the number of shares that were subject to such awards will be added to the number of Class A Subordinate Voting Shares available for granting awards under the Equity Incentive Plan. Any increase in the number of issued and outstanding Shares, such as in connection with an acquisition or sale of Shares to effect a capital raise, will result in a corresponding increase in the number of Class A Subordinate Voting Shares available for granting awards under the Equity Incentive Plan. Likewise, any exercise of an award will result in such an increase in the number of Class A Subordinate Voting Shares issued and outstanding, and accordingly will result in an increase in the number of Class A Subordinate Voting Shares available for granting awards under the Equity Incentive Plan.

No more than 2.5% of the Class A Subordinate Voting Shares may be subject to the total awards granted under the Equity Incentive Plan to any individual participant during a given calendar year.

Administration of Awards. The Compensation Committee provides recommendations to the Board relative to the administration of the Equity Incentive Plan. The Compensation Committee provides recommendations to the Board with respect to the terms and conditions of the awards, including the individuals who should receive awards, the terms of awards, the exercise price, the number of Class A Subordinate Voting Shares subject to each award, the limitations or restrictions on vesting and exercisability of awards, the acceleration of vesting or the waiver of forfeiture or other restrictions on awards, the form of consideration payable on exercise, whether awards will entitle the holder to receive dividend equivalents, and the timing of grants. The Compensation Committee, in compliance with the provisions of the TSX, the NASDAQ and Applicable Securities Laws, also recommends to the Board any modifications, amendments or adjustments to the terms and conditions of outstanding awards, provided such modifications, amendments or adjustments do not impair the rights of a holder of a previously granted award, and established arrangements for financing by broker-dealers (including payment by the Company of commissions), award exercise procedures (including cashless exercise) and procedures for payment of withholding tax obligations with cash or Class A Subordinate Voting Shares.

Stock Options. Although the Compensation Committee may recommend to the Board the exercise price of options granted under the Equity Incentive Plan, the exercise price may not be less than 100% of the fair

54

market value of the Class A Subordinate Voting Shares on the date of grant. No options may be granted for a term longer than ten years. Options may be exercised as provided in the applicable award agreement. The purchase price and vesting provisions (if any) for any optioned shares shall be fixed by the Compensation Committee, subject to the limitations and restrictions of the TSX, the NASDAQ, and the Equity Incentive Plan. Options granted to employees pursuant to the Equity Incentive Plan (i) prior to October 2011 will generally vest equally on the second, third, and fourth anniversaries of the date of grant, (ii) after October 2011 but before November 2012 will generally vest equally on the first, second, third, and fourth anniversaries of the date of grant, and (iii) since November 2012 will generally vest equally on the first, second and third anniversaries of the grant. Generally, when a participant terminates employment, outstanding unvested options granted under the Equity Incentive Plan will be forfeited immediately. If a participant’s employment terminates as a result of retirement or disability, by the Company other than for cause, or by the participant with good reason, vested options generally remain exercisable for 90 days after termination. If a participant dies while employed or within three months after retirement or disability, vested options generally remain exercisable for six months after death. Specific provisions of a written employment agreement may provide for different treatment. However, no option granted under the Equity Incentive Plan is exercisable after its term expires.

Restricted Share Units. Restricted share unit (“RSU”) awards may consist of grants of rights to receive, at the Company’s option, Class A Subordinate Voting Shares, the cash value of Class A Subordinate Voting Shares, or a combination of both, which may vest in installments in accordance with performance criteria specified by the Compensation Committee, or on a time-vested basis.

Performance Restricted Share Units. The Compensation Committee has the authority, at the time RSU awards are granted under the Equity Incentive Plan, to designate all or a portion of such RSU awards as performance restricted share unit (“PSU”) awards and in the event that RSU awards are designated as PSU awards, such PSU awards shall vest based in whole or in part on the performance criteria set forth in the applicable award agreement.

Deferred Share Units. Deferred share unit (“DSU”) awards are awards similar to awards of restricted share units except that such awards may not be redeemed for Class A Subordinate Voting Shares or for the value of Class A Subordinate Voting Shares until the participant has ceased to hold all offices, employment and directorships with the Company and its affiliates.

Effect of a Significant Event. In the event of a “significant event”, as defined in the Equity Incentive Plan, and unless otherwise provided in an award agreement or a written employment contract between the Company and a plan participant, the Board may provide that the successor company will assume each award or replace it with a substitute award, or the awards will become vested in whole or in part, or the awards will be surrendered for a cash payment, or any combination of the foregoing will occur.

Under the Equity Incentive Plan and unless otherwise defined in an award agreement or a written employment agreement between the Company and a plan participant (and subject to certain exceptions described in the Equity Incentive Plan), a significant event means:

• a person or group of persons becomes the beneficial owner of securities constituting 50% or more of the voting power of all Shares;

• individuals who were proposed as nominees (but not including nominees under a Shareholder proposal) to the Board immediately prior to a meeting of Shareholders involving a contest for, or an item of business relating to, the election of directors, not constituting a majority of the directors following such election;

• a merger, consolidation, amalgamation or arrangement (or a similar transaction) of the Company occurs, unless after the event, 50% or more of the voting power of the combined company is beneficially owned by the same person or group of persons as immediately before the event; or

• the Shareholders approve a plan of complete liquidation or winding-up of the Company, or the sale or disposition of all or substantially all its assets (other than a transfer to an affiliate).

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Transferability. Awards under the Equity Incentive Plan generally are not transferable other than by will or by the laws of descent and distribution or as expressly permitted by the Board. Except as noted, only the participant may exercise an award.

Additional Provisions. The Board has the right to amend, suspend or terminate the Equity Incentive Plan at any time provided that such action does not impair any award previously granted under the Equity Incentive Plan. Amendments to the Equity Incentive Plan will be submitted for Shareholder approval to the extent required by the Equity Incentive Plan or by applicable law, including the rules of applicable stock exchanges.

Outstanding Options and Share-Based Awards

Information regarding options and share-based awards granted to NEOs that were outstanding as of March 31, 2013 is set forth in the following table:

Options

Share-based Awards

Name and Principal Position

Number of securities underlying unexercised options (#)

Option exercise price ($)

Option Expiration Date

Value of unexercised in-the-money options ($)(1)

Number of shares or units shares that have not vested (#)(2)

Market or payout value of share-based awards that have not vested(1)

Market or payout value of vested share-based awards not paid out or distributed

Nancy Knowlton President & CEO(3)

62,500

17.00

July 14, 2015

Nil

51,334

71,354

Nil

105,000

5.83

June 22, 2016

Nil

Neil Gaydon President & CEO(4)

200,000

1.29

Nov. 20, 2017

20,000

200,000

278,000

Nil

Thomas F. Hodson Interim CEO and Vice President(5)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

G.A. (Drew) Fitch Vice President, Finance & CFO(6)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Kelly Schmitt Vice President, Finance & CFO(7)

6,000

17.00

July 14, 2015

Nil

50,000

69,500

Nil

12,000

5.83

June 22, 2016

Nil

100,000

1.29

Nov. 20, 2017

10,000

Jeffrey A. Losch

14,000

17.00

July 14, 2015

Nil

91,300

77,562

Nil

Vice President, Legal & General Counsel

8,500

5.83

June 22, 2016

Nil

Patrick Lelorieux President, Enterprise(8)

14,000

17.00

July 14, 2015

Nil

124,167

172,592

Nil

12,500

5.83

June 22, 2016

Nil

Daniel Rodrigue Vice President, Operations(9)

14,000

17.00

July 14, 2015

Nil

104,167

144,792

Nil

12,500

5.83

June 22, 2016

Nil

(1) The value of unexercised in-the-money options at year end is based on the closing price of a Class A Subordinate Voting Share on the NASDAQ on March 28, 2013, which was $1.39. “In-the-money” means the amount by which the market value of a Class A Subordinate Voting Share on that date exceeded the per-share option exercise price.

(2) The market value of the RSUs that have not vested at year end is based on the closing price of a Class A Subordinate Voting Share on the NASDAQ on March 28, 2013, which was $1.39. The market value of PSUs that have not vested at year end is Nil, as the performance criteria for these awards for fiscal 2013 were not met.

(3) Nancy Knowlton was the President & CEO of the Company from 2007 until April 30, 2012.

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(4) Neil Gaydon is the current President & CEO of the Company and was appointed to that position on October 24, 2012.

(5) Tom Hodson was the Interim President & CEO of the Company from April 30, 2012 until October 24, 2012. He was also the former Vice President of the Company. He departed the Company on February 28, 2013.

(6) Drew Fitch is the former Vice President, Finance & CFO of the Company and served in that capacity until November 30, 2012.

(7) Kelly Schmitt was appointed Vice President, Finance & CFO of the Company on November 30, 2012.

(8) Patrick Lelorieux is the former President, Enterprise of SMART Technologies ULC, a wholly-owned, direct subsidiary of the Company. He will be departing the Company in early July 2013.

(9) Daniel Rodrigue is Vice President, Operations of SMART Technologies ULC, a wholly-owned, direct subsidiary of the Company.

Incentive Awards—Value Vested or Earned During the Year

The following table provides information on the value of vested options and Share-based awards as well as non-equity compensation paid to the NEOs during fiscal 2013.

Name and Principal Position	Option-based awards—Value vested during the year ($)(1)		Share-based awards Value vested during the year ($)(2)		Non-equity incentive plan compensation—Value earned during the year ($)(3)
Nancy Knowlton President & CEO(4)		Nil		47,482		Nil
Neil Gaydon President & CEO(5)		N/A		N/A		336,456
Thomas F. Hodson Interim CEO and Vice President(6)		Nil		9,250		Nil
G.A. (Drew) Fitch Vice President, Finance & CFO(7)		Nil		9,250		Nil
Kelly Schmitt Vice President, Finance & CFO(8)		Nil		N/A		21,885
Jeffrey A. Losch Vice President, Legal & General Counsel		Nil		2,590		35,540
Patrick Lelorieux President, Enterprise(9)		Nil		3,854		41,501
Dan Rodrigue Vice President, Operations(10)		Nil		3,854		28,294

(1) All options vested during the year were “out-of-the-money”, as at all times during the year the market value of the Class A Subordinate Voting Shares underlying the options was less than the option exercise price.

(2) This represents the value of RSUs vested and paid out during fiscal 2013. The RSUs that vested were settled in Class A Subordinate Voting Shares, the value of which is based on the market value of the Class A Subordinate Voting Shares underlying the RSUs; being $1.85 on the June 22, 2012 vesting date.

(3) This represents amounts earned pursuant to the 2013 Bonus Plan. Amounts were paid out in Canadian dollars. The exchange rate used was 1.00CAD = 0.9989USD, being the average exchange rate for fiscal 2013 based on exchange rates published by the Bank of Canada through January 2013 and the Bank of America thereafter.

(4) Nancy Knowlton was the President & CEO of the Company from 2007 until April 30, 2012.

(5) Neil Gaydon is the current President & CEO of the Company and was appointed to that position on October 24, 2012.

(6) Tom Hodson was the Interim President & CEO of the Company from April 30, 2012 until October 24, 2012. He was also the Vice President of the Company. He departed the Company on February 28, 2013.

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(7) Drew Fitch is the former Vice President, Finance & CFO of the Company and served in that capacity until November 30, 2012.

(8) Kelly Schmitt was appointed Vice President, Finance & CFO of the Company on November 30, 2012.

(9) Patrick Lelorieux is the former President, Enterprise of SMART Technologies ULC, a wholly-owned direct subsidiary of the Company. He will be departing the Company in early July 2013.

(10) Daniel Rodrigue is Vice President, Operations of SMART Technologies ULC, a wholly-owned, direct subsidiary of the Company.

Pension Plan Benefits

The Company does not have any defined benefit or defined contribution pension plans in place that provide for payments or benefits at, following, or in connection with retirement. Up to March 31, 2012, the Company did however, have a registered retirement savings program (“RRSP”) pursuant to which 2% of the employee’s annual salary was contributed to an RRSP up to a maximum of C$2,000 per fiscal year. Effective April 1, 2012, the RRSP was revised. The Company now matches an employee’s contribution to a maximum of 3.5% of the employee’s annual salary. The C$2,000 cap has also been replaced with an overall cap equal to one-half of the annual contribution limit to ensure no over-contribution is made on the Company’s part.

Termination and Change of Control Benefits

The employment agreements with the NEOs provide that if an NEO is terminated for any reason other than just cause, voluntary resignation, mutual written agreement of the NEO and the Company or upon the death of the NEO, the Company will pay to the NEO: (a) the NEO’s pro-rata annual salary earned, but not yet paid, up to the termination date; (b) all vacation accrued and unused as of the termination date; (c) a separation benefit equal to the aggregate of (i) 1.0 to 1.5 times the NEO’s then annual salary; (ii) 1.0 to 1.5 times the average of all discretionary bonus payments made to the NEO during the last three fiscal years (in the case of Mr. Gaydon, the multiplier used in (c)(i) and (ii) is 2.0 in respect of the first year of his employment and 1.5 thereafter), and (iii) an amount equal to 7% of the NEO’s then-current base salary in consideration for the termination of all benefits and perquisites; and (d) a payment equal to the average of all discretionary bonus payments made to the NEO during the last three fiscal years, pro-rated to reflect the period of time the NEO was employed in the fiscal year where the termination occurred (the above payments being collectively defined as “Termination Pay”).

Estimated retirement allowance for each NEO as at March 31, 2013:

• Neil Gaydon—$2,600,937 (reduced to $1,964,250 on October 24, 2013 being the first anniversary date of Mr. Gaydon’s employment with the Company); Kelly Schmitt—$295,988; Jeff Losch—$366,933; Patrick Lelorieux—$469,066 and Dan Rodrigue—$293,010.

If either: (a) the NEO’s employment is terminated in relation to a change in control, within twelve months following or within three months preceding a change in control, or (b) within twelve months following a change in control the NEO elects to terminate his employment upon the occurrence of “Good Reason” (as such term is defined in his employment agreement and includes among other things any adverse change in any of the duties, powers, salary, title or lines of reporting of the NEO), the Company will, in addition to paying to the NEO the Termination Pay, recognize the continued vesting of any awards issued pursuant to the Equity Incentive Plan for a period of one year following the termination date of the NEO (in the case of Mr. Gaydon, the period is two years.)

Estimated termination payment in relation to a change in control for each NEO as at March 31, 2013:

• Neil Gaydon—$2,600,937 (reduced to $1,964,250 on October 24, 2013, being the first anniversary date of Mr. Gaydon’s employment with the Company); Kelly Schmitt—$295,988; Jeff Losch—$366,933; Patrick Lelorieux—$469,066 and Dan Rodrigue—$293,010. In the event of a termination related to a change in control event, long-term incentive grants awarded to NEOs pursuant to the Equity Incentive Plan would continue to vest for a one year period following the date the NEO’s employment with the Company ended, with such period being two years in the case of Mr. Gaydon.

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The employment agreements with the NEOs provide that the NEO will not be entitled to any severance compensation or any bonus or pro-rated bonus payment upon a voluntary resignation.

Effective April 30, 2012, Nancy Knowlton, Co-founder, President and CEO, and David Martin, Co-founder and Executive Chairman vacated their executive management roles. Tom Hodson, the Company’s Vice President and former President and Chief Operating Officer of the Company’s major operating subsidiary, SMART Technologies ULC, acted as interim President and CEO until Neil Gaydon was appointed President & CEO effective October 24, 2012. Mr. Hodson departed from the organization on February 28, 2013. Nancy Knowlton continues as a director of the Company and David Martin continues as Chairman of the Board of the Company.

On October 29, 2012, a settlement agreement was entered into between the Company and Nancy Knowlton, the former President and CEO of the Company. The amount of $1,743,913 less appropriate statutory withholdings was paid as a retirement allowance to Ms. Knowlton in accordance with the terms and conditions of her Executive Employment Agreement with the Company dated June 1, 2010. The Company also agreed that it would repurchase all “restricted shares” (as that term is defined in the PELP program, as at April 30, 2012 in accordance with all applicable securities laws. The Company also agreed to make an additional payment (less statutory reductions) to cover any negative difference between her acquisition price for such shares and the market price at the time of repurchase. In consideration for Ms. Knowlton providing such additional services to represent the Company as an ambassador and thought leader at events and activities as mutually agreed, stock options and restricted share units issued to Ms. Knowlton as at April 30, 2012 will continue to vest; provided that she be a director of the Company at the time of such vesting. All performance share units awarded Ms. Knowlton as at April 30, 2012 were forfeited.

Compensation of Directors

On May 26, 2010, the Board adopted a policy regarding compensation for the independent directors. This policy was adopted through an analysis of certain comparator companies and creating certain benchmarks based on the data collected therein. The policy was amended in May 2011 as the annual payment for serving as chairman and a member of the Compensation Committee were adjusted at that time. Pursuant to that policy as amended, the independent directors are entitled to receive an annual retainer of $40,000 plus annual payments, as follows, for serving in each of the following capacities:

Director Role	Annual Payment ($)
Lead Director		30,000
Chair, Audit Committee		30,000
Member, Audit Committee		12,000
Chair, Corporate Governance and Nominating Committee		12,000
Member, Corporate Governance and Nominating Committee		6,000
Chair, Compensation Committee		12,000
Member, Compensation Committee		6,000

All the directors are reimbursed for reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

The Company does not have any service contracts with any of the non-executive directors that provide for benefits upon termination of their services.

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Director Compensation Table

The following table sets forth information concerning the total compensation paid or earned by the directors (who were not also NEOs) during fiscal 2013.

Name

Fees earned ($)(1)

Share-based awards ($)(2)

Options ($)

Non-equity incentive plan compensation ($)

Pension value ($)

All other compensation ($)(1)

Total  ($)(1)

David Martin(3)

N/A

N/A

N/A

N/A

N/A

2,036,179

(5)

2,036,179

Salim Nathoo(3)

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Arvind Sodhani(3)

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Michael J. Mueller

82,000

16,200

Nil

Nil

Nil

Nil

98,200

Robert C. Hagerty

100,000

16,200

Nil

Nil

Nil

Nil

116,200

David B. Sutcliffe(4)

70,000

16,200

Nil

Nil

Nil

Nil

86,200

(1) Fees earned are paid in U.S. dollars. All other cash compensation is paid in Canadian currency. Canadian dollar compensation has been translated into U.S. dollars at the average exchange rate for fiscal 2013 based on exchange rates published by the Bank of Canada through January 2013 and the Bank of America thereafter. The exchange rate used for fiscal 2013 was 1.00CAD = 0.9989USD.

(2) Share-based awards represent the fair value of DSUs granted in the year. The fair value of the DSUs is based on the closing price of a Class A Subordinate Voting Share on the NASDAQ on the effective date of grant, multiplied by the number of DSUs granted.

(3) Messrs. Martin, Nathoo and Sodhani, being non-independent directors, do not receive any compensation for serving as directors. Mr. Sodhani resigned from the Board on May 6, 2013.

(4) Mr. Sutcliffe will not be standing for re-election at the next annual general shareholders meeting, scheduled for August 8, 2013.

(5) Mr. Martin received other compensation during the year in his capacity as Executive Chairman of the Company. This includes $30,732 paid as salary for the month of April 2013; $67,743 in connection with the repurchase of Class A Subordinate Voting Shares by the Company pursuant to the terms of the PELP; $1,743,913 paid as a retirement allowance pursuant to the terms of Mr. Martin’s employment agreement with the Company; $192,603 in respect of accrued but unpaid vacation balance; $1,076 in respect of Company contributions to his RRSP; and $112 for benefits.

Outstanding Options and Share-Based Awards

Details of options and share-based awards granted to directors (who are not also NEOs) that were outstanding as at March 31, 2013 are set forth in the following table:

Options

Share-based Awards

Name and Principal Position

Number of securities underlying unexercised options (#)

Option exercise price ($)

Option Expiration Date

Value of unexercised in-the-money options ($)(1)

Number of shares or units shares that have not vested (#)

Market or payout value of share-based awards that have not vested(2)

Market or payout value of vested share-based awards not paid out or distributed

David Martin(3)

62,500

17.00

July 14, 2015

Nil

51,334

71,354

Nil

105,000

5.83

June 22, 2016

Nil

Nil

Nil

Nil

Salim Nathoo(3)

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Arvind Sodhani(3)

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Michael J. Mueller

20,000

17.00

July 14, 2015

Nil

Nil

Nil

$

27,800

Robert C. Hagerty

20,000

17.00

July 14, 2015

Nil

Nil

Nil

$

27,800

David B. Sutcliffe(4)

Nil

Nil

Nil

Nil

Nil

Nil

$

27,800

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(1) The value of unexercised in-the-money options at year end is based on the closing price of a Class A Subordinate Voting Share on the NASDAQ on March 28, 2013, which was $1.39. “In-the-money” means the amount by which the market value of a Class A Subordinate Voting Share on that date exceeded the per-share option exercise price.

(2) The market value of the DSUs is based on the closing price of a Class A Subordinate Voting Shares on the NASDAQ on March 28, 2013, which was $1.39.

(3) Messrs. Martin, Nathoo and Sodhani, being non-independent directors, do not receive any compensation for serving as directors. Mr. Sodhani resigned from the Board on May 6, 2013.

(4) Mr. Sutcliffe will not be standing for re-election at the next annual general shareholders meeting, scheduled for August 8, 2013.

Incentive Awards—Value Vested or Earned During the Year

The following table provides information on the value of vested options and Share-based awards as well as non-equity compensation paid to the directors (who were not also NEOs) during fiscal 2013.

Name and Principal Position	Options—Vested Value vested during the year ($)(1)		Share-based awards Value vested during the year ($)			Non-equity incentive plan compensation—Value earned during the year ($)
David Martin(3)		Nil		47,482	(5)		Nil
Salim Nathoo(3)		N/A		N/A			N/A
Arvind Sodhani(3)		N/A		N/A			N/A
Michael J. Mueller		Nil		13,900	(2)		Nil
Robert C. Hagerty		Nil		13,900	(2)		Nil
David B. Sutcliffe(4)		Nil		13,900	(2)		Nil

(1) One-quarter of the options issued to Messrs. Hagerty and Mueller at the time of the IPO pursuant to the Equity Incentive Plan vested during fiscal 2013. Since July 2010, no option grants have been awarded to the other non-management directors of the Company. All options vested during fiscal 2013 were “out-of-the-money”, as at all times during the fiscal year the market value of a Class A Subordinate Voting Share was less than the per-share option exercise price.

(2) The share-based awards issued to the directors pursuant to the Equity Incentive Plan are DSUs and are for the purposes of this table considered as being fully vested during fiscal 2013, but are not paid out until the resignation or death of a director.

(3) Messrs. Martin, Nathoo and Sodhani, being non-independent directors, do not receive any compensation for serving as directors. Mr. Sodhani resigned from the Board on May 6, 2013.

(4) Mr. Sutcliffe will not be standing for re-election at the next annual general shareholders meeting, scheduled for August 8, 2013.

(5) This represents the value of RSUs vested and paid out during fiscal 2013. The RSUs that vested were settled in Class A Subordinate Voting Shares, the value of which is based on the market value of a Class A Subordinate Voting Share; which was $1.85 on the June 22, 2012 vesting date.

C. Board Practices

The term of office of each director expires at the next annual general meeting of Shareholders. See Item 6A “Directors and Senior Management” for details regarding the period during which each director has served in his/her office.

The Board has determined that a minority of its members, i.e. three of the seven directors, are “independent”, within the meaning of the NASDAQ rules. The three independent directors of the Company are Robert C. Hagerty, Michael J. Mueller and David B. Sutcliffe. Mr. Sutcliffe will not be standing for re-election as a director of the Company at the next annual general shareholders meeting, scheduled for August 8, 2013. As a result of their prior employment with the Company, David Martin and Nancy

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Knowlton are not considered to be independent of the Company. As a result of his employment with the Company, Mr. Gaydon is not considered to be independent of the Company. Similarly, as a result of their employment with Apax Partners and Intel, respectively, Salim Nathoo is not, and Arvind Sodhani was not, considered to be independent of the Company.

The independent members of the Board have regular meetings without management and non-independent directors as standard practice by typically conducting in camera sessions in conjunction with each Board meeting. The independent members, who comprise the committee membership of each of the committees established by the Board, conduct in camera sessions involving just the committee members at each such committee meeting as well. The independent members also engage in informal meetings among themselves from time to time as is deemed necessary or prudent.

In addition, the independent members of the Board are authorized to retain independent financial, legal and other experts or advisors as required whenever, in their opinion, matters come before the Board or any committee that require an independent analysis by the independent members of the Board or any committee. The Board has also established a Whistleblower Policy.

The role of the Chairman of the Board includes ensuring that the Board discharges its duties to the Company and its shareholders, chairing all meetings of the Board, encouraging open and frank discussion among the directors of the Company and setting the agendas for the meetings of the Board and its committees in consultation with the CEO of the Company.

No director is entitled to benefits from the Company under any service contracts when they cease to serve as a director.

Board Committees

The Board has established an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

Audit Committee

The members of the Audit Committee are Messrs. Michael J. Mueller (Chair), Robert C. Hagerty and David B. Sutcliffe, all of whom are financially literate within the meaning of the NASDAQ rules. See also Item 16A.

Compensation Committee

The members of the Compensation Committee are Messrs. Robert C. Hagerty (Chair), Michael J. Mueller and David B. Sutcliffe.

The Compensation Committee acts on behalf of the Board in all matters pertaining to the appointment, compensation, benefits and termination of members of the senior management team. The Compensation Committee reviews the goals and objectives relevant to the compensation of the senior management team, as well as the annual salary, bonus, pension, severance and termination arrangements and other benefits, direct and indirect, of the senior management team, and makes recommendations to the Board and/or management, as appropriate.

Corporate Governance and Nominating Committee

The members of the Nominating and Corporate Governance Committee are Messrs. David B. Sutcliffe (Chair), Robert C. Hagerty and Michael J. Mueller.

The Corporate Governance and Nominating Committee assists the Board in carrying out its responsibilities by reviewing corporate governance and nomination issues and making recommendations to the Board as appropriate. The Corporate Governance and Nominating Committee is responsible for identifying

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individuals qualified to become directors, recommending to the Board proposed nominees for election to the Board, and overseeing the Board’s overall approach to governance, Board processes and leadership. In identifying potential Board members, the Corporate Governance and Nominating Committee considers, among other things, the competencies and skills the Board as a whole should possess, criteria for candidates after considering the competencies and skills of existing directors, and the competencies and skills of each potential new nominee.

Assessments

The Corporate Governance and Nominating Committee is responsible for making regular assessments of the overall performance, effectiveness and contribution of the Board and each committee, the Chairman of the Board, each committee chairman and each director, and reporting on such assessments to the Board. The objective of the assessments is to ensure the continued effectiveness of the Board in the execution of its responsibilities and to contribute to a process of continuous improvement. In addition to any other matters the Corporate Governance and Nominating Committee deems relevant, the assessments consider in the case of the Board or a committee, the applicable mandate or charter, and in the case of individual directors, the applicable position descriptions, as well as the competencies and skills each individual director brings to the Board.

D. EMPLOYEES

As of March 31, 2013, the Company and its subsidiaries employed 1,042 employees worldwide. No employees are represented by a labor union or covered by a collective bargaining agreement. The following table sets forth information concerning our employees by geographic location for the past three fiscal years.

	Fiscal Year Ended March 31,
	2013		2012		2011
Canada		748		1,110		1,315
United States		79		140		114
Other Countries		215		275		266
		1,042		1,525		1,695

E. SHARE OWNERSHIP

The following table sets forth certain information concerning the direct and beneficial ownership of Shares at June 19, 2013 by each director, each NEO, and all directors and officers of the Company as a group. Each Class A Subordinate Voting Share entitles its holder to one vote, and each Class B Share entitles its holder to ten votes.

	Class A Subordinate Voting Shares				Class B Shares				% Total Share Capital(1)		% Total Voting Power(1)
	Shares(1)		% Class(1)		Shares		% Class
David Martin(2)		751,299		1.7		27,202,071		34.2		22.8		32.6
Nancy Knowlton(2)		750,299		1.7		27,202,071		34.2		22.8		32.6
Salim Nathoo(3)		2,862,592		6.7		34,795,491		43.8		30.7		41.9
Robert C. Hagerty		35,000		0.0		—		—		0.0		0.0
Michael J. Mueller		85,000		0.2		—		—		0.1		0.0
David B. Sutcliffe		20,000		0.0		—		—		0.0		0.0
Neil Gaydon		—		—		—		—		—		—
Warren Barkley		—		—		—		—		—		—
Kelly Schmitt		54,666		0.1		—		—		0.0		0.0
Jeffrey A. Losch		245,132		0.6		—		—		0.2		0.0
All directors and officers of the Company as a group		4,803,988		11.2		61,997,562		78.0		54.5		74.6

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(1) Includes Class A Subordinate Voting Shares subject to options, RSUs and DSUs granted under the Equity Incentive Plan that (i) are vested as of June 19, 2013, and (ii) will or could vest by August 18, 2013.

(2) 476,666 Class A Subordinate Voting Shares are held directly by Mr. Martin and 475,666 Class A Subordinate Voting Shares are held directly by Ms. Knowlton. Mr. Martin and Ms. Knowlton hold awards granted under the Equity Incentive Plan that were vested as of June 19, 2013, or will or could vest by August 19, 2013, which awards cover a total of 102,333 Class A Subordinate Voting Shares for each of them. 172,300 Class A Subordinate Voting Shares and 27,202,071 Class B Shares are owned by IFF. David Martin and Nancy Knowlton own, directly or indirectly, 100% of the securities of IFF. Mr. Martin and Ms. Knowlton are married to each other, and therefore Mr. Martin and Ms. Knowlton may each be deemed to be beneficial owners or to have control and direction over all of the shares owned by IFF.

(3) Includes the Class A Subordinate Voting Shares and Class B Shares beneficially owned by entities related to, and funds advised or managed by, Apax Partners. Mr.  Nathoo is a partner at Apax Partners, but he disclaims beneficial ownership of the Class B Shares.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

The following table sets forth information regarding beneficial ownership of our shares as of June 19, 2013 by each person known by us to be the beneficial owner, directly or indirectly, of more than 5% of our shares. Each Class A Subordinate Voting Share entitles its holder to one vote, and each Class B Share entitles its holder to ten votes.

	Class A Subordinate Voting Shares				Class B Shares				% Total Share Capital(1)		% Total Voting Power(1)
	Shares(1)		% Class(1)		Shares		% Class
Entities related to and funds advised or managed by Apax Partners(2)		2,862,592		6.7		34,795,491		43.8		30.7		41.9
Intel Corporation		—		—		17,466,633		22.0		14.4		20.9
David Martin(3)		751,299		1.7		27,202,071		34.2		22.8		32.6
Nancy Knowlton(3)		750,299		1.7		27,202,071		34.2		22.8		32.6

(1) Includes Class A Subordinate Voting Shares subject to options, RSUs and DSUs granted under the Equity Incentive Plan that (i) were vested as of June 19, 2013, and (ii) will or could vest by August 18, 2013.

(2) Represents Class A Subordinate Voting Shares beneficially owned by PCV Belge SCS and Class B Shares beneficially owned by Apax US VII, L.P., which is advised by Apax Partners L.P. and Apax Europe V (a collective of 9 partnerships comprised of Apax Europe V—A, L.P., Apax Europe V—B, L.P., Apax Europe V C GmbH & Co. KG, Apax Europe V—D, L.P., Apax Europe V—E, L.P., Apax Europe V—F, C.V., Apax Europe V—G, C.V., Apax Europe V—1, LP and Apax Europe V—2, LP), which is managed by Apax Partners Europe Managers Ltd. Apax US VII, L.P. and Apax Europe V (collectively, “Apax Partners”) each disclaim beneficial ownership of the Shares held by the other.

(3) 476,666 Class A Subordinate Voting Shares are held directly by Mr. Martin and 475,666 Class A Subordinate Voting Shares are held directly by Ms. Knowlton. Mr. Martin and Ms. Knowlton hold awards granted under the Equity Incentive Plan that were vested as of June 19, 2013, or will or could vest by August 19, 2013, which awards cover a total of 102,333 Class A Subordinate Voting Shares for each of them. 172,300 Class A Subordinate Voting Shares and 27,202,071 Class B Shares are owned by IFF. David Martin and Nancy Knowlton own, directly or indirectly, 100% of the securities of IFF. Mr. Martin and Ms. Knowlton are married to each other, and therefore Mr. Martin and Ms. Knowlton may each be deemed to be beneficial owners or to have control and direction over all of the shares owned by IFF.

Entities related to and funds advised or managed by Apax Partners owned 6.7%, 4.7% and 0% of the outstanding Class A Subordinate Voting Shares as of March 31, 2013, 2012 and 2011, respectively.

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On June 19, 2013, there were approximately 46 holders of record of Class A Subordinate Voting Shares, of which 4 holders, holding approximately 93% of the outstanding Class A Subordinate Voting Shares, were resident in the United States, and 42 holders, holding approximately 7% of the outstanding Class A Subordinate Voting Shares, were resident in other countries. On the same date, there were 3 holders of record of Class B Shares, of which 1 holder, holding approximately 22% of the outstanding Class B Shares, was resident in the United States, and 2 holders, holding approximately 78% of the outstanding Class B Shares, were resident in other countries.

B. RELATED PARTY TRANSACTIONS

2010 Reorganization

On May 13, 2010, the Board approved a reorganization of the capital of the Company. Through a series of transactions, including a payment on May 25, 2010 of $8.0 million on a shareholder note payable, the 2010 Reorganization resulted in the shareholder note payable and the cumulative preferred shares, together with all accrued interest and accumulated dividends thereon, as well as our existing share capital, being effectively converted into new share capital. At the completion of the 2010 Reorganization, our share capital consisted of 433,676,686 Class A Preferred Shares, 170,089,800 Class B Shares and 10,957,191 Class A Subordinate Voting Shares. As part of the 2010 Reorganization, the Company amalgamated with a successor corporation to School 3 ULC, a corporation that, prior to giving effect to the 2010 Reorganization, held all of the outstanding non-voting common shares. This series of transactions was completed on June 8, 2010. On June 24, 2010, the Company effected a one-for-two reverse stock split for both the Class A Subordinate Voting Shares and the Class B Shares. In July 2010, in connection with our IPO, all the issued and outstanding Class A Preferred Shares were converted into Class B or Class A Subordinate Voting Shares and the Class A Preferred Shares were removed from the authorized share capital of the Company. After the completion of both the 2010 Reorganization and the IPO, our authorized share capital consists of an unlimited number of Class A Subordinate Voting Shares, an unlimited number of Class B Shares and an unlimited number of Preferred Shares.

Construction Loan from IFF

In order to finance a portion of the costs associated with the construction of our headquarters in 2008, one of our subsidiaries entered into a loan and indemnity agreement (the “Loan and Indemnity Agreement”) with IFF and our co-founders David Martin and Nancy Knowlton. The Loan and Indemnity Agreement provided for a loan to our subsidiary that bore interest at a variable rate of 200 basis points above the prime rate of interest published by the Bank of Canada. In September 2010, the construction loan pursuant to the Loan and Indemnity Agreement was repaid in full.

Registration Rights

In connection with the investment in our Company by Apax Partners in 2007, we entered into a registration rights agreement with Intel, Apax Partners and IFF, which was amended and restated in connection with the IPO. Those holders of our outstanding Class B Shares will be entitled under the amended and restated registration rights agreement to certain rights with respect to the registration under the securities laws of the United States and/or the securities laws of the provinces and territories of Canada of the Class A Subordinate Voting Shares owned beneficially by them or into which their Class B Shares are convertible, which are referred to as “registrable securities,” as follows.

Underwritten Demand Registration Rights

Each of Intel, Apax Partners and IFF may request that we register for an underwritten offering no less than $50 million of registrable securities, referred to as “underwritten demands.” Upon their request, we must, subject to some restrictions and limitations, prepare and file a United States registration statement and/or a Canadian prospectus within the time periods specified in the registration rights agreement and use commercially reasonable efforts to cause that registration statement or Canadian prospectus covering the sale of the number of shares of registrable securities that are subject to the request to be declared effective

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by the U.S. Securities and Exchange Commission (the “SEC”) or cleared by the applicable Canadian Securities Commissions. The underwriters of an underwritten offering will have the right to limit the number of shares to be underwritten, subject to certain restrictions, for reasons relating to the marketing of the shares.

Shelf Registration Rights

Each of Apax Partners, Intel and IFF, may request that we file a United States shelf registration statement and/or a Canadian shelf prospectus covering the resale of no less than $50 million of registrable securities. Upon their request, we must, subject to some restrictions and limitations, prepare and file a United States shelf registration statement and/or a Canadian shelf prospectus within the time periods specified in the registration rights agreement and use commercially reasonable efforts to cause that shelf registration statement or Canadian shelf prospectus covering the sale of the number of shares of registrable securities that are subject to the request to be declared effectively by the SEC or cleared by the applicable Canadian Securities Commission. Each of Apax Partners, Intel and IFF are entitled to request that we effect underwritten offerings pursuant to such shelf registration statement or Canadian shelf prospectus, referred to as “underwritten takedowns.”

Limits on Registration Requests

Each of Apax Partners, Intel and IFF is entitled to request no more than a total of three underwritten demands or underwritten takedowns. The underwriters of an underwritten offering will have the right to limit the number of shares to be underwritten, subject to certain restrictions, for reasons relating to the marketing of the shares.

Piggyback Registration Rights

Subject to certain exceptions, if we propose to register any of our Class A Subordinate Voting Shares or equity securities convertible into or exchangeable for our Class A Subordinate Voting Shares under the applicable U.S. securities laws or the applicable securities laws of any province of Canada, the holders of registrable securities will be entitled to notice of the registration and to include their shares of registrable securities in the registration. If our proposed registration involves an underwriting, the underwriters of the offering will have the right to limit the number of shares to be underwritten, subject to certain restrictions, for reasons relating to the marketing of the shares.

Securityholders Agreement

In connection with the IPO, we and the holders of our Class B Shares, Apax Partners, Intel and IFF, entered into a securityholders agreement which, as subsequently amended, provides that such holders will, until the termination of the securityholders agreement, vote their Class B Shares so as to ensure that our Board consists of a total of up to eight directors, with two directors nominated by IFF and one director nominated by each of Apax Partners and Intel. Intel has informed the Company that it does not intend to exercise its right to nominate a director at this time, and accordingly no Intel nominee sits on the Board as of the date of this annual report. The securityholders agreement also prohibits any amendment of our Articles or By-laws without the unanimous consent of the holders of our Class B Shares.

Director and Officer Indemnification

Our By-laws contain provisions for the indemnification of our directors and officers. Additionally we have entered into indemnity agreements with all our directors and executive officers. We have also entered into indemnity agreements with certain officers and key employees of our main operating subsidiary, SMART Technologies ULC, and other affiliated companies.

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Employment Agreements

We have entered into employment agreements with each of our NEOs.

Participant Equity Loan Plan

Certain of our NEOs purchased shares pursuant to our Participant Equity Loan Plan, under which the Company loaned funds for the purpose of allowing them to purchase common shares of the Company. These loans were repaid in full prior to the IPO.

Equity Incentive Plan

Each of our NEOs has been or may be granted stock options, restricted share units and performance share units pursuant to the Equity Incentive Plan. The independent directors of the Company have also been granted deferred share units under that plan, and Messrs. Hagerty and Mueller have been granted stock options under that plan.

Procedures for Related Party Transactions

We have a Related Persons Transactions Policy that governs transactions between us and certain related parties, including our directors and executive officers.

C. INTEREST OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18. Financial Statements.

Litigation

Securities Class Actions—Recent Developments

On March 13, 2013, the Company announced that an agreement in principle had been reached with the plaintiffs in the U.S. and Canadian shareholder class action lawsuits involving the Company, In re SMART Technologies Inc. Shareholder Litigation, pending in the United States District Court for the Southern District of New York, and Tucci v. SMART Technologies Inc., et al., pending in the Ontario Superior Court of Justice (the “Actions”). Pursuant to the settlement terms, the parties have agreed to settle the Actions, releasing the alleged claims and all related claims, subject to various conditions, including appropriate class notice, court approvals and the dismissal of related putative class claims in Harper v. SMART Technologies Inc., et al., currently pending in the Superior Court of the State of California. The proposed settlement will be funded entirely by insurance maintained by the Company. For additional information regarding this litigation, see Note 16 to the consolidated financial statements in Item 18 of this annual report.

On May 23, 2013, the United States District Court for the Southern District of New York (“US Court”) issued an order preliminarily approving a proposed settlement in the U.S. class action proceeding, In Re SMART Technologies Inc. Shareholder Litigation. The US Court will hold a hearing on September 17, 2013 in New York City to determine, among other things, whether the proposed settlement should be given final approval and whether the court should enter final judgment dismissing all claims with prejudice.

On May 13, 2013, the Ontario Superior Court of Justice (“Canadian Court”) issued an order preliminarily approving a proposed settlement in the Canadian class action proceeding, Tucci v. SMART Technologies Inc. et al. The Canadian Court will hold a hearing on September 13, 2013 in Toronto, Ontario to determine, among other things, whether the proposed settlement should be given final approval and whether the court should enter final judgment dismissing all claims with prejudice.

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In addition to obtaining approval from the U.S. Court and Canadian Court, the proposed settlement requires as a pre-condition that the class allegations in Harper v. SMART Technologies Inc., et al., pending in the Superior Court of the State of California, be dismissed with prejudice with all appeal rights exhausted. The California court has stayed all proceedings in that case until the U.S. Court issues its final ruling on the settlement after the September 17 hearing.

B. SIGNIFICANT CHANGES

No significant changes in our business have occurred since the date of the annual financial statements.

ITEM 9. THE OFFER AND LISTING

A. OFFER AND LISTING DETAILS

The Class A Subordinate Voting Shares trade on the NASDAQ under the symbol “SMT”, and the TSX under the symbol “SMA”.

The following table sets forth the high and low trading prices for the Class A Subordinate Voting Shares on the NASDAQ and TSX for the periods indicated.

	NASDAQ (USD)						TSX (CAD)
	High		Low		Volume		High		Low		Volume
Annual Highs and Lows
Fiscal 2011 (from July 15, 2010)		18.00		7.93		181,190,431		18.35		8.00		13,548,806
Fiscal 2012		10.81		2.97		90,959,866		10.38		2.97		7,022,069
Fiscal 2013		3.06		1.10		39,560,253		3.06		1.04		7,143,743
Quarterly Highs and Lows for Fiscal 2012 and 2013
First Quarter Fiscal 2012		10.81		5.64		38,132,420		10.38		5.35		1,794,054
Second Quarter Fiscal 2012		6.05		3.94		15,402,679		5.75		3.95		2,107,880
Third Quarter Fiscal 2012		5.28		3.31		21,299,756		5.35		3.30		1,824,709
Fourth Quarter Fiscal 2012		4.40		2.97		16,125,011		4.44		2.97		1,295,426
First Quarter Fiscal 2013		3.06		1.10		17,354,183		3.06		1.04		2,971,621
Second Quarter Fiscal 2013		2.04		1.38		5,441,256		2.04		1.41		598,252
Third Quarter Fiscal 2013		1.64		1.18		8,758,279		1.60		1.17		1,431,967
Fourth Quarter Fiscal 2013		2.08		1.35		8,006,535		2.05		1.36		2,141,903
Monthly Highs and Lows
December 2012		1.61		1.30		3,058,059		1.55		1.28		625,996
January 2013		2.08		1.52		2,963,406		2.05		1.52		371,508
February 2013		1.85		1.35		2,751,177		1.88		1.36		1,201,857
March 2013		1.55		1.36		2,291,952		1.60		1.39		568,538
April 2013		1.50		1.26		1,695,757		1.52		1.30		554,061
May 2013		1.55		1.14		1,213,085		1.57		1.32		160,221
June 2013 (through June 19)		1.47		1.29		918,535		1.50		1.31		264,860

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

The Company’s Class A Subordinate Voting Shares have been listed on the NASDAQ and the TSX since July 15, 2010.

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D. SELLING SHAREHOLDERS

Not applicable.

E. DILUTION

Not applicable.

F. EXPENSES OF THE ISSUE

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.

B. MEMORANDUM AND ARTICLES OF INCORPORATION

The following is a summary of the material provisions of our articles of incorporation (as amended, “Articles”) and by-laws (as amended, “By-laws”) and certain related sections of the ABCA. This summary is qualified in its entirety by reference to the Articles and By-laws, which are included as Exhibits 1.1–1.4 to this annual report, and the ABCA.

Stated Objects or Purposes

Our Articles do not contain stated objects or purposes and do not place any limitations on the business that we may carry on.

Directors’ Power to Vote on Matters in which a Director is Materially Interested

A director who:

• is a party to a material contract or material transaction or proposed material contract or proposed material transaction with us, or

• is a director or officer of, or has a material interest in, any person who is a party to a material contract or material transaction or proposed material contract or proposed material transaction with us, must disclose in writing to us the nature and extent of his or her interest, and may not vote on any resolution to approve the contract or transaction unless the contract or transaction:

• is an arrangement by way of security granted by us for money loaned to, or obligations undertaken by, the director or a person in whom the director has an interest, for our benefit or for the benefit of an affiliate of ours;

• relates to the remuneration of the director in that person’s capacity as director, officer, employee or agent of the Company or one of our affiliates;

• related to an indemnity or insurance of directors and officers under the ABCA; or

• is with an affiliate of the Company.

Directors’ Power to Determine the Compensation of Directors

The ABCA provides that the remuneration of our directors, if any, may be determined by our directors. Such remuneration may be in addition to any salary or other remuneration paid to any of our officers or employees who are also directors.

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Retirement or Non-Retirement of Directors Under an Age Limit Requirement

Our Articles do not impose any mandatory age-related retirement or non-retirement requirement for our directors.

Number of Shares Required to be Owned by a Director

Our Articles do not require that a director hold any Shares as a qualification for his or her office.

Action Necessary to Change the Rights of Holders of Shares

The Shareholders can authorize the alteration of our Articles to create or vary the rights or restrictions attached to any of the shares by passing a special resolution. Such a special resolution will not be effective until, in the case of an amendment to our Articles, articles of amendment are filed with the Registrar of Corporations in Alberta. However, a right attached to any issued Shares may not be prejudiced or interfered with unless Shareholders holding in the aggregate not less than two-thirds of the outstanding Shares to which the right is attached consent by a special separate resolution.

Shareholder Meetings

We must hold an annual general meeting of Shareholders at least once every calendar year at a time and place determined by the Board, provided that the meeting must not be held later than fifteen (15) months after the preceding annual general meeting. A meeting of the Shareholders may, subject to the provisions of the ABCA, be held in any place selected by our directors. Our directors may call a meeting of the Shareholders at any time. Shareholders holding not less than five percent of our Shares may also cause our directors to hold a general or special meeting. A notice convening a general meeting, specifying the date, time, and location of the meeting, and, where a meeting is to consider special business, the general nature of the special business and the text of the resolutions to be submitted at the meeting, must be given to the Shareholders not less than 21 days and not more than 50 days prior to the meeting. Shareholders entitled to notice of a meeting may waive or reduce the period of notice for such meeting. The accidental omission to send notice of any meeting of the Shareholders to, or the non-receipt of any notice by, any person entitled to notice does not invalidate any proceedings at that meeting.

A quorum for the transaction of business at any meeting of the Shareholders is two persons present in person, each being a Shareholder entitled to vote thereat or a duly appointed proxyholder for such a Shareholder, and together holding or representing five percent of our outstanding shares entitled to vote at the meeting. Holders of the Class A Subordinate Voting Shares and Class B Shares are entitled to attend general meetings. The Company’s directors and our auditors are entitled to attend any meeting of the Shareholders, but will not be counted in the quorum or be entitled to vote at the meeting unless he or she is a Shareholder or proxyholder entitled to vote at the meeting.

Limitations on the Right to Own Securities

Our Articles do not provide for any limitations on the rights to own our securities.

Change of Control

Except as set forth below, our Articles do not contain any change of control limitations with respect to a merger, acquisition or corporate restructuring that involves us.

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Certain Class Votes

So long as any Class B Shares are outstanding, we may not effect any of the following without the consent of the holders of at least two-thirds (and in the case of the last two bullets below, 100%) of the outstanding Class B Shares, voting separately as a class;

• any proposed amalgamation involving us in respect of which the ABCA requires that the approval of our shareholders be obtained;

• any proposed plan of arrangement pursuant to section 193 of the ABCA involving us in respect of which the ABCA, or any order issued by the Court of Queen’s Bench of Alberta pursuant to section 193 of the ABCA, requires that the approval of the Shareholders be obtained;

• any proposed sale, lease or exchange of all or substantially all our assets or property in respect of which the ABCA requires that the approval of the Shareholders be obtained;

• any issuance or creation of shares of any class or series that entitles the holders thereof to more than one vote per share; or

• any issuance of Class B Shares or securities convertible into or exchangeable for Class B Shares, including any options, warrants or rights to acquire Class B Shares.

Shareholder Ownership Disclosure

Although U.S. and Canadian securities laws regarding shareholder ownership by certain persons require certain disclosure, our Articles do not provide for any ownership threshold above which Share ownership must be disclosed.

C. MATERIAL CONTRACTS

The Company has not entered into any material contracts since June 19, 2011, except for the sale-leaseback of our 205,000 square-foot global headquarters building located in Calgary, Alberta, Canada on May 7, 2013. The net proceeds of the sale were approximately $77.0 million, and the term of the lease is 20 years, with annual rental payments of $5.9 million, subject to an 8% escalation every five years. For additional information concerning this lease, see Note 19 to our consolidated financial statements in Item 18 of this annual report.

D. EXCHANGE CONTROLS

Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws of Canada or exchange restrictions affecting the remittance of dividends, interest, royalties or similar payments to non-resident holders of the Company’s securities, except as described under Item 10E—Taxation.

E. TAXATION

Material Canadian Federal Income Tax Considerations

The following is a summary of the material Canadian federal income tax considerations generally applicable to a person (a “U.S. Holder”), who acquires Class A Subordinate Voting Shares and who, for purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”) and the Canada-United States Income Tax Convention (1980) (the “Tax Treaty”) at all relevant times is resident in the United States and is neither resident nor deemed to be resident in Canada, is eligible for benefits under the Tax Treaty, deals at arm’s length and is not affiliated with the Company, holds such Class A Subordinate Voting Shares as capital property, and does not use or hold, and is not deemed to use or hold, the Class A Subordinate Voting Shares

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in carrying on business in Canada. Special rules, which are not discussed in this summary, may apply to a U.S. Holder that is a financial institution (as defined in the Canadian Tax Act), or is an insurer to which the Class A Subordinate Voting Shares are designated insurance property (as defined in the Canadian Tax Act).

This summary is based on the Company’s understanding of the current provisions of the Tax Treaty, the Canadian Tax Act and the regulations thereunder, all specific proposals to amend the Canadian Tax Act or the regulations publicly announced by the Minister of Finance (Canada) prior to the date of this annual report, and the current published administrative practices of the Canada Revenue Agency.

This summary does not express an exhaustive discussion of all possible Canadian federal income tax considerations and, except as mentioned above, does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account the tax legislation or considerations of any province or territory of Canada or any jurisdiction other than Canada, which may differ significantly from the considerations described in this summary.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder, and no representation with respect to the Canadian federal income tax consequences to any particular holder is made. Consequently, U.S. Holders of Class A Subordinate Voting Shares should consult their own tax advisors with respect to the income tax consequences to them having regard to their particular circumstances.

All amounts relevant in computing a U.S. Holder’s liability under the Canadian Tax Act are to be computed in Canadian dollars.

Taxation of Dividends

By virtue of the Canadian Tax Act and the Tax Treaty, dividends (including stock dividends) on Class A Subordinate Voting Shares paid or credited or deemed to be paid or credited to a U.S. Holder who is the beneficial owner of such dividends will generally be subject to Canadian non-resident withholding tax at the rate of 15% of the gross amount of such dividends. Under the Tax Treaty, the rate of withholding tax on dividends is reduced to 5% if that U.S. Holder is a company that beneficially owns (or is deemed to beneficially own) at least 10% of the voting stock of the Company. Moreover, under the Tax Treaty, dividends paid to certain religious, scientific, literary, educational or charitable organizations and certain pension organizations that are resident in, and generally exempt from tax in, the U.S., generally are exempt from Canadian non-resident withholding tax. Provided certain administrative procedures are observed by such organizations, the Company would not be required to withhold such tax from dividends paid or credited to them.

Disposition of Class A Subordinate Voting Shares

A U.S. Holder will not be subject to tax under the Canadian Tax Act in respect of any capital gain realized on the disposition or deemed disposition of Class A Subordinate Voting Shares unless the Class A Subordinate Voting Shares constitute or are deemed to constitute “taxable Canadian property” other than “treaty-protected property”, as defined in the Canadian Tax Act, at the time of such disposition. Generally, Class A Subordinate Voting Shares will not be “taxable Canadian property” to a U.S. Holder at a particular time, where the Class A Subordinate Voting Shares are listed on a designated stock exchange (which currently includes the TSX and the NASDAQ) at that time, unless at any time during the 60-month period immediately preceding that time: (A) the U.S. Holder, persons with whom the U.S. Holder did not deal at arm’s length, or the U.S. Holder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Company; and (B) more than 50% of the fair market value of Class A Subordinate Voting Shares was derived directly or indirectly from one or any combination of (i) real or immoveable properties situated in Canada, (ii) “Canadian resource properties”, (iii) “timber resource properties” and (iv) options in respect of, or interests in, property described in (i) to (iii), in each case as defined in the Canadian Tax Act. In certain circumstances set out in the Canadian Tax Act, the

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Class A Subordinate Voting Shares of a particular U.S. Holder could be deemed to be “taxable Canadian property” to that holder. Even if the Class A Subordinate Voting Shares are “taxable Canadian property” to a U.S. Holder, they generally will be “treaty-protected property” to such holder by virtue of the Tax Treaty if the value of such shares at the time of disposition is not derived principally from “real property situated in Canada” as defined for these purposes under the Tax Treaty and the Canadian Tax Act. Consequently, on the basis that the value of the Class A Subordinate Voting Shares should not be considered derived principally from such “real property situated in Canada” at any relevant time, any gain realized by the U.S. Holder upon the disposition of the Class A Subordinate Voting Shares generally will be exempt from tax under the Canadian Tax Act.

F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENT BY EXPERTS

Not applicable.

H. DOCUMENTS ON DISPLAY

Our filings with the SEC, including exhibits and schedules filed with this annual report, may be reviewed and copied at prescribed rates at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Further information on the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site (www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. We began to file electronically with the SEC in July 2010.

Any reports, statements or other information that we file with the SEC may be read at the addresses indicated above and may also be accessed electronically at the web site set forth above. These SEC filings are also available to the public from commercial document retrieval services.

We also file reports, statements and other information with the Canadian Securities Administrators (“CSA”) and these can be accessed electronically at the CSA’s System for Electronic Document Analysis and Retrieval web site at www.sedar.com.

Our filings with the SEC and CSA may also be accessed electronically from our website at www.smarttech.com.

I. SUBSIDIARY INFORMATION

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of our business, we engage in operating and financing activities that generate risks in the following primary areas.

Foreign Currency Risk

Foreign currency risk is the risk that fluctuations in foreign exchange rates could impact our results from operations. We are exposed to foreign exchange risk primarily between the Canadian dollar and both the U.S. dollar and the Euro. This exposure relates to our U.S. dollar denominated debt, the sale of our products to customers globally and purchases of goods and services in foreign currencies. A large portion of our revenue and purchases of materials and components are denominated in U.S. dollars. However, a substantial portion of our

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revenue is denominated in other foreign currencies, primarily the Canadian dollar, Euro and British pound sterling. If the value of any of these currencies depreciates relative to the U.S. dollar, our foreign currency revenue will decrease when translated to U.S. dollars for financial reporting purposes. In addition, a portion of our cost of goods sold, operating costs and capital expenditures are incurred in other currencies, primarily the Canadian dollar and the Euro. If the value of either of these currencies appreciates relative to the U.S. dollar, our expenses will increase when translated to U.S. dollars for financial reporting purposes.

We continually monitor foreign exchange rates and periodically enter into forward contracts and other derivative contracts to convert a portion of our forecasted foreign currency denominated cash flows into Canadian dollars for the purpose of paying our Canadian dollar denominated operating costs. We target to cover between 25% and 75% of our expected Canadian dollar cash needs for the next 12 months through the use of forward contracts and other derivatives, with the actual percentage determined by management based on the changing exchange rate environment. We may also enter into forward contracts and other derivative contracts to manage our cash flows in other currencies. We do not use derivative financial instruments for speculative purposes. We have also entered into and continue to look for opportunities within our supply chain to match our cost structures to our foreign currency revenues.

These programs reduce, but do not entirely eliminate, the impact of currency exchange movements. Our current practice is to use foreign currency derivatives without hedge accounting designation. The maturity of these instruments generally occurs within 12 months. Gains or losses resulting from the fair valuing of these instruments are reported in foreign exchange loss (gain) on the consolidated statements of operations.

For fiscal 2013, our net income would have decreased by approximately $4.9 million with a 10.0% depreciation in the average value of the Canadian dollar compared to the U.S. dollar, primarily as a result of our U.S. dollar-denominated debt. Our net income would have decreased with a 10.0% depreciation in the average value of the Euro compared to the U.S. dollar by approximately $3.2 million, primarily as a result of revenue denominated in Euros.

Interest Rate Risk

Interest rate risk is the risk that the value of a financial instrument will be affected by changes in market interest rates. Our financing includes term debt and revolving credit facilities that bear interest based on floating market rates. Changes in these rates result in fluctuations in the required cash flows to service this debt. We partially mitigate this risk by periodically entering into interest rate swap agreements to fix the interest rate on certain variable-rate term debt. Using interest rates and the debt level at March 31, 2013, our future interest expense would increase by approximately $1.4 million annually for each 1.0% increase in interest rates. Our current practice is to use interest rate derivatives without hedge accounting designation. Changes in the fair value of these interest rate derivatives are included in interest expense in our consolidated statements of operations.

Credit Risk

Credit risk is the risk that the counterparty to a financial instrument fails to meet its contractual obligations, resulting in a financial loss to us.

We sell to a diverse customer base over a global geographic area. We evaluate collectability of specific customer receivables based on a variety of factors, including currency risk, geopolitical risk, payment history, customer stability and other economic factors. Collectability of receivables is reviewed on an ongoing basis by management, and the allowance for doubtful receivables is adjusted as required. Account balances are charged against the allowance for doubtful receivables when we determine that it is probable that the receivable will not be recovered. We believe that the geographic diversity of the customer base, combined with our established credit approval practices and ongoing monitoring of customer balances, mitigates this counterparty risk.

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We may also be exposed to certain losses in the event that counterparties to the derivative financial instruments are unable to meet the terms of the contracts. Our credit exposure is limited to those counterparties holding derivative contracts with positive fair values at the reporting date. We manage this counterparty credit risk by entering into contracts with large established counterparties.

Liquidity Risk

Liquidity risk is the risk that we will not be able to meet our financial obligations as they come due. We continually monitor our actual and projected cash flows and believe that our internally generated cash flows, combined with our revolving credit facilities, will provide us with sufficient funding to meet all working capital and financing needs for at least the next 12 months.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. DEBT SECURITIES

Not applicable.

B. WARRANTS AND RIGHTS

Not applicable.

C. OTHER SECURITIES

Not applicable.

D. AMERICAN DEPOSITARY SHARES

Not applicable.

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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15. CONTROLS AND PROCEDURES

Disclosure controls and procedures

As of March 31, 2013, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and CEO and the Vice President, Finance and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the President and CEO and the VP, Finance and CFO have concluded that, as of such date, the Company’s disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow for timely decisions regarding required disclosure.

Management’s report on internal control over financial reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13(a)-15(f) and 15(d)-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

• provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisitions, use or dispositions of the Company’s assets that could have a material affect on the Company’s financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on this assessment, management believes that, as of March 31, 2013, the Company’s internal control over financial reporting was effective.

Attestation report of the registered public accounting firm

Please see the Report of Independent Registered Public Accounting Firm included in the Company’s Consolidated Financial Statements at Item 18. Financial Statements, which report is incorporated by reference into this Item 15.

Changes in internal control over financial reporting

During fiscal 2013, no changes were made to the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The Board has determined that Michael J. Mueller qualifies as an “audit committee financial expert” as defined in Item 16A of Form 20-F. Each of the members of the Audit Committee is “independent” as defined in the rules of the NASDAQ.

ITEM 16B. CODE OF ETHICS

The Board has adopted a Code of Conduct that applies to all the directors, officers and employees, as well as a Code of Ethics for the CEO and senior financial officers. The Code of Conduct and Code of Ethics can be accessed electronically at www.smarttech.com. Upon written request delivered to the Company’s offices at 3636 Research Road N.W., Calgary, Alberta, T2L 1Y1, Attention: Investor Relations, the Company will promptly provide a copy of the aforementioned codes free of charge to any Shareholder.

A copy of the relevant code has been provided to each of the directors, officers and employees, and each such person is required to acknowledge annually that he or she has read and will abide by the provisions of the relevant code and has disclosed any transactions or matters of potential conflict. A copy of the relevant code will be provided to each new director, officer and employee, and each such person will be required to acknowledge that he or she has read the relevant code before commencing activities as a director, officer, or employee, as the case may be.

The Board is responsible for determining appropriate actions to be taken in the event of violations of either code. Such actions will be reasonably designed to deter wrongdoing and to promote accountability for adherence to each code.

The Company has also adopted a Statement of Policy Regarding Insider Trading and Confidentiality that prohibits personnel from trading in securities of the Company while in possession of material non-public information or of any other company while in possession of material non-public information regarding that company, which knowledge was obtained in the course of employment with the Company.

77

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed by KPMG, the Company’s independent registered public accounting firm, for fiscal 2013 and fiscal 2012 for professional services rendered are as follows:

	Fiscal Year Ended March 31,
	2013		2012
	(in thousands)
Audit fees	$	883	$	712
Tax fees		349		311
Total	$	1,232	$	1,023

Audit Fees

The audit fees described above were billed for professional services rendered by KPMG for the audit of the Company’s annual financial statements and services that are normally provided by KPMG in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees

There were no fees billed by KPMG during fiscal 2013 and fiscal 2012 for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and that are not reported as “audit fees” above.

Tax Services

The tax services described above were billed for professional services rendered by KPMG for tax compliance and tax planning advice.

All Other Fees

Other than as described above, there were no other fees billed to the Company by KPMG during fiscal 2013 and fiscal 2012.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Period	Total number of shares purchased		Average price paid per share		Total number of shares purchases as part of publicly announced plans or programs		Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
August 2011		69,200		4.88		69,200		3,930,800
September 2011		587,089		4.32		587,089		3,343,711
October 2011		839,200		3.75		839,200		2,504,511
November 2011		615,619		4.47		615,619		1,888,892
December 2011		216,378		4.54		216,378		1,672,514
June 2012		360,904		1.45		360,904		1,311,610
July 2012		75,150		1.80		75,150		1,236,460
August 2012		58,900		1.52		58,900		1,177,560
Total		2,822,440		3.72		2,822,440

78

In August 2011, the Board approved a share repurchase plan and normal course issuer bid to purchase for cancellation up to 4,000,000 Class  A Subordinate Voting Shares. The share repurchase plan was concluded in August 2012.

ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

ITEM 16G. CORPORATE GOVERNANCE

The Class A Subordinate Voting Shares are quoted for trading on the NASDAQ under the symbol SMT. As a Canadian corporation listed on the NASDAQ, we are not required to comply with most of the NASDAQ corporate governance standards, so long as we comply with Canadian corporate governance practices.

The following is a summary of the significant ways in which our corporate governance practices differ from those required to be followed by U.S. domestic issuers under the NASDAQ corporate governance standards.

Majority Independent Board

Rule 5605(b)(1) of the NASDAQ requires that a majority of the board of directors of a listed company must be comprised of “independent directors” as defined in Rule 5605(a)(2). We follow applicable Canadian laws with respect to independence requirements. Our seven-member Board includes three independent directors, as defined in Rule 5605(a)(2).

Quorum Requirements

Rule 5620(c) of the NASDAQ requires that the minimum quorum requirement for a meeting of shareholders is 33.33% of the outstanding common shares. In addition, Rule 5620(c) requires that an issuer listed on the NASDAQ state its quorum requirement in its bylaws. We follow applicable Canadian laws with respect to quorum requirements. Our quorum requirement is set forth in our By-laws, and requires, at any meeting of shareholders, two persons present in person, each being a Shareholder entitled to vote thereat or a duly appointed proxyholder for such a shareholder, and together holding or representing five percent of the outstanding Shares entitled to vote at the meeting.

79

PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

The consolidated financial statements of SMART Technologies Inc. are included at the end of this annual report.

ITEM 19. EXHIBITS

Exhibit No.	Description
1.1(1)	Articles of Incorporation of the Registrant
1.2(2)	Articles of Amendment of the Registrant
1.3(2)	Articles of Amendment of the Registrant
1.4(3)	Amended and Restated By-laws of the Registrant
2.1(4)	Specimen certificate evidencing Class A Subordinate Voting Shares
2.2(4)	Securityholders Agreement, dated as of June 28, 2010, among SMART Technologies Inc. and the shareholders of SMART Technologies Inc. named therein
2.3(3)	Amendment No. 1 to Securityholders Agreement, dated as of January 22, 2013, among SMART Technologies Inc. and the shareholders of SMART Technologies Inc. named therein
4.1(1)	Amalgamation Agreement, dated as of June 8, 2010, between School Amalco Ltd. and SMART Technologies Inc.
4.2(1)	Form of Amended and Restated Registration Rights Agreement, among SMART Technologies Inc. and the shareholders of SMART Technologies Inc. named therein.
4.3(3)	Amended and Restated Equity Incentive Plan
4.4(3)	Form of Stock Option Agreement
4.5(3)	Form of RSU Agreement for U.S. Participants
4.6(3)	Form of Performance RSU Agreement for U.S. Participants
4.7(3)	Form of Notice of Deferred Share Unit Award for U.S. Participants
4.8(3)	2012 Discretionary Management Bonus Plan
4.9(3)	2013 Discretionary Management Bonus Plan
4.10(3)	Amended and Restated Participant Equity Loan Plan (PELP)
4.11(3)	Amended and Restated Loan Agreement (PELP)
4.12(3)	Amended and Restated Pledge Agreement (PELP)
4.13(3)	Executive Employment Agreement, dated as of October 12, 2012, between SMART Technologies Inc. and Warren Barkley
4.14(3)	Supplemental Letter Agreement, dated October 12, 2012, between SMART Technologies Inc. and Warren Barkley
4.15(3)	Executive Employment Agreement, dated as of October 4, 2012, between SMART Technologies Inc. and Neil Gaydon

80

Exhibit No.	Description
4.16(3)	Supplemental Letter Agreement, dated October 4, 2012, between SMART Technologies Inc. and Neil Gaydon
4.17(3)	Further Amended and Restated Executive Employment Agreement, dated as of January 1, 2013, between SMART Technologies Inc. and Jeffrey Losch
4.18(3)	Executive Employment Agreement, dated as of November 21, 2012, between SMART Technologies Inc. and Kelly Schmitt
4.19(3)	Supplemental Letter Agreement, dated November 23, 2012, between SMART Technologies Inc. and Kelly Schmitt
4.20(1)	Form of Indemnity Agreement
4.21(1)	First Lien Credit Agreement, dated as of August 28, 2007 among SMART Technologies (Holdings) Inc., SMART Technologies ULC, Deutsche Bank AG, Canada Branch and the other lenders party thereto
4.22(3)	Lease between HOOPP Realty Inc., as Landlord, and SMART Technologies Inc., as Tenant
8.1(3)	Subsidiaries of the Registrant
11.1(3)	Code of Conduct
11.2(3)	Code of Ethics for CEO and Senior Financial Officers
12.1(3)	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2(3)	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1(3)	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2(3)	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1(3)	Consent of KPMG LLP, Independent Registered Public Accounting Firm
101.INS(3)(5)	XBRL Instance Document
101.SCH(3)(5)	XBRL Taxonomy Extension Schema Document
101.CAL(3)(5)	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF(3)(5)	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB(3)(5)	XBRL Taxonomy Extension Label Linkbase Document
101.PRE(3)(5)	XBRL Taxonomy Extension Presentation Linkbase Document

(1) Previously filed as an exhibit to the Registrant’s registration statement on Form F-1 (No. 333-167738), filed with the SEC on January 24, 2010, and incorporated herein by reference.

(2) Previously filed as an exhibit to Amendment No. 2 to the Registrant’s registration statement on Form F-1 (No. 333-167738), filed with the SEC on July 12, 2010, and incorporated herein by reference.

(3) Filed herewith.

(4) Previously filed as an exhibit to Amendment No. 1 to the Registrant’s registration statement on Form F-1 (No. 333-167738), filed with the SEC on June 28, 2010, and incorporated herein by reference.

(5) This Interactive Data File is deemed not filed or part of an annual report for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

81

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

		SMART TECHNOLOGIES INC.
	By:	/s/ Jeffrey A. Losch
		Jeffrey A. Losch
Dated: June 27, 2013		Vice President, Legal and General Counsel

82

SMART Technologies Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Reports of Independent Registered Public Accounting Firm	F-2, F-3
Consolidated Statements of Operations for the years ended March 31, 2013, 2012 and 2011	F-4
Consolidated Statements of Comprehensive (Loss) Income for the years ended March 31, 2013, 2012 and 2011	F-5
Consolidated Balance Sheets at March 31, 2013 and 2012	F-6
Consolidated Statements of Shareholders’ Deficit for the years ended March 31, 2013, 2012 and 2011	F-7
Consolidated Statements of Cash Flows for the years ended March 31, 2013, 2012 and 2011	F-8
Notes to Consolidated Financial Statements	F-9

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of SMART Technologies Inc.

We have audited the accompanying consolidated balance sheets of SMART Technologies Inc. as of March 31, 2013 and 2012 and the related consolidated statements of operations, comprehensive (loss) income, shareholders’ deficit, and cash flows for each of the years in the three year period ended March 31, 2013. These consolidated financial statements are the responsibility of SMART Technologies Inc.’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of SMART Technologies Inc. as of March 31, 2013 and 2012, and its consolidated results of operations and its consolidated cash flows for each of the years in the three year period ended March 31, 2013 in conformity with U.S. generally accepted accounting principles

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), SMART Technologies Inc.’s internal control over financial reporting as of March 31, 2013, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated May 16, 2013 expressed an unqualified opinion on the effectiveness of SMART Technologies Inc.’s internal control over financial reporting.

Emphasis of Matter

Without modifying our opinion, we draw attention to Note 12(a) in the consolidated financial statements which indicates that SMART Technologies Inc. has changed its accounting policy for accounting for stock-based compensation expense and the reasons for, and effects of, the change on the consolidated financial statements.

/s/ KPMG LLP

Chartered Accountants

Calgary, Canada

May 16, 2013

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of SMART Technologies Inc.:

We have audited SMART Technologies Inc.’s internal control over financial reporting as of March 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). SMART Technologies Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Discussion & Analysis of Financial Condition and Results of Operations for the year ended March 31, 2013. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, SMART Technologies Inc. maintained, in all material respects, effective internal control over financial reporting as of March 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of SMART Technologies Inc. as of March 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive (loss) income, shareholders’ deficit, and cash flows for each of the years in the three-year period ended March 31, 2013, and our report dated May 16, 2013 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Chartered Accountants

Calgary, Canada

May 16, 2013

F-3

SMART Technologies Inc.

Consolidated Statements of Operations

(thousands of U.S. dollars, except per share amounts)

For the years ended March 31, 2013, 2012 and 2011

	March 31, 2013			March 31, 2012			March 31, 2011
Revenue	$	589,370		$	745,800		$	790,055
Cost of sales		327,801			410,160			399,176
Gross margin		261,569			335,640			390,879
Operating expenses
Selling, marketing and administration		170,871			180,837			182,910
Research and development		48,811			50,032			51,431
Depreciation and amortization of property and equipment		21,190			21,259			22,796
Amortization of intangible assets		9,571			9,573			8,986
Restructuring costs (note 4)		20,774			13,375			—
Impairment of goodwill (note 8)		34,173			—			—
Impairment of property and equipment (note 7)		2,194			—			—
		307,584			275,076			266,123
Operating (loss) income		(46,015	)		60,564			124,756
Non-operating expenses (income)
Interest expense		12,761			14,576			26,321
Interest expense on related party debt		—			—			5,297
Foreign exchange loss (gain)		5,003			8,544			(10,534	)
Other income, net		(306	)		(516	)		(486	)
		17,458			22,604			20,598
(Loss) income before income taxes		(63,473	)		37,960			104,158
Income tax (recovery) expense (note 13)
Current		(1,315	)		15,364			35,652
Deferred		(7,663	)		(8,448	)		(340	)
		(8,978	)		6,916			35,312
Net (loss) income	$	(54,495	)	$	31,044		$	68,846
(Loss) earnings per share (note 15)
Basic	$	(0.45	)	$	0.25		$	0.53
Diluted	$	(0.45	)	$	0.25		$	0.53

See accompanying notes to consolidated financial statements

F-4

SMART Technologies Inc.

Consolidated Statements of Comprehensive (Loss) Income

(thousands of U.S. dollars)

For the years ended March 31, 2013, 2012 and 2011

	March 31, 2013			March 31, 2012			March 31, 2011
Net (loss) income	$	(54,495	)	$	31,044		$	68,846
Other comprehensive income
Unrealized gains (losses) on translation of consolidated financial statements to U.S. dollar reporting currency		1,572			(303	)		14,696
Unrealized gains (losses) on translation of foreign subsidiaries to Canadian dollar functional currency, net of income taxes of $96 ($981 and zero for the years ended March 31, 2012 and March 31, 2011, respectively)		473			1,415			(2,226	)
		2,045			1,112			12,470
Total comprehensive (loss) income	$	(52,450	)	$	32,156		$	81,316

See accompanying notes to consolidated financial statements

F-5

SMART Technologies Inc.

Consolidated Balance Sheets

(thousands of U.S. dollars, except number of shares)

	March 31, 2013			March 31, 2012
ASSETS
Current assets
Cash and cash equivalents	$	141,383		$	95,535
Trade receivables (note 5)		65,106			94,286
Other current assets		11,062			13,822
Income taxes recoverable		25,661			10,071
Inventory (note 6)		65,762			110,810
Deferred income taxes (note 13)		16,056			14,026
		325,030			338,550
Property and equipment (note 7)		100,053			109,567
Goodwill (notes 2 and 8)		—			34,173
Intangible assets (note 9)		22,958			32,339
Deferred income taxes (note 13)		22,321			19,897
Deferred financing fees (note 10)		2,824			5,039
	$	473,186		$	539,565
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	32,453		$	33,908
Accrued and other current liabilities		80,275			86,555
Deferred revenue		35,438			34,034
Current portion of long-term debt (note 10)		3,050			3,050
		151,216			157,547
Long-term debt (note 10)		285,175			288,225
Other long-term liabilities		4,497			5,741
Deferred revenue		87,076			90,774
Deferred income taxes (note 13)		6,238			8,887
		534,202			551,174
Commitments and contingencies (note 16)
Shareholders’ deficit
Share capital (note 11)
Class A Subordinate Voting Shares—no par value
Authorized—unlimited
Outstanding—41,110,669 shares as of March 31, 2013 and 41,762,810 shares as of March 31, 2012		454,703			458,585
Class B Shares—no par value
Authorized—unlimited
Issued and outstanding—79,464,195 shares as of March 31, 2013 and March 31, 2012		238,407			238,407
Treasury Shares—410,502 Class A Subordinate Voting Shares as of March 31, 2013 and 218,300 Class A Subordinate Voting Shares as of March 31, 2012		(840	)		(593	)
Accumulated other comprehensive loss		(8,737	)		(10,782	)
Additional paid-in capital (notes 11 and 12)		41,281			34,109
Deficit		(785,830	)		(731,335	)
		(61,016	)		(11,609	)
	$	473,186		$	539,565
Subsequent event (note 19)

See accompanying notes to consolidated financial statements

F-6

SMART Technologies Inc.

Consolidated Statements of Shareholders’ Deficit

(thousands of U.S. dollars)

For the years ended March 31, 2013, 2012 and 2011

	Share capital stated amount			Deficit			Accumulated other comprehensive loss			Additional paid-in  capital			Total
Balance as of March 31, 2010	$	161,274		$	(831,225	)	$	(24,364	)	$	—		$	(694,315	)
Net income		—			68,846			—			—			68,846
Participant Equity Loan Plan (note 11)		8,331			—			—			—			8,331
2010 Reorganization (notes 3 and 11)		413,618			—			—			—			413,618
Initial public offering		138,596			—			—			—			138,596
Other comprehensive income		—			—			12,470			—			12,470
Stock-based compensation		—			—			—			9,181			9,181
Balance as of March 31, 2011	$	721,819		$	(762,379	)	$	(11,894	)	$	9,181		$	(43,273	)
Net income		—			31,044			—			—			31,044
Participant Equity Loan Plan (note 11)		135			—			—			—			135
Repurchase of common shares (note 11)		(25,555	)		—			—			15,800			(9,755	)
Other comprehensive income		—			—			1,112			—			1,112
Stock-based compensation		—			—			—			9,128			9,128
Balance as of March 31, 2012	$	696,399		$	(731,335	)	$	(10,782	)	$	34,109		$	(11,609	)
Net loss		—			(54,495	)		—			—			(54,495	)
Participant Equity Loan Plan (note 11)		680			—			—			(171	)		509
Repurchase of common shares (note 11)		(5,435	)		—			—			4,685			(750	)
Other comprehensive income		—			—			2,045			—			2,045
Stock-based compensation		218			—			—			3,066			3,284
Share issuance		408			—			—			(408	)		—
Balance as of March 31, 2013	$	692,270		$	(785,830	)	$	(8,737	)	$	41,281		$	(61,016	)

See accompanying notes to consolidated financial statements

F-7

SMART Technologies Inc.

Consolidated Statements of Cash Flows

(thousands of U.S. dollars)

For the years ended March 31, 2013, 2012 and 2011

	March 31, 2013			March 31, 2012			March 31, 2011
Cash provided by (used in)
Operations
Net (loss) income	$	(54,495	)	$	31,044		$	68,846
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation and amortization of property and equipment		24,950			25,028			26,914
Amortization of intangible assets		9,571			9,573			8,986
Amortization of deferred financing fees		2,155			2,991			3,270
Non-cash interest expense (recovery) on long-term debt		260			966			(967	)
Non-cash interest expense on related party long-term debt		—			—			5,297
Non-cash restructuring costs in other long-term liabilities		(1,200	)		5,358			—
Stock-based compensation		3,284			9,128			9,181
Loss (gain) on foreign exchange		7,129			8,268			(11,483	)
Deferred income tax (recovery) expense		(7,663	)		(8,448	)		(340	)
Impairment of goodwill		34,173			—			—
Impairment of property and equipment		2,194			—			—
Loss on disposal of property and equipment		88			217			86
Trade receivables		26,321			5,501			(11,048	)
Other current assets		2,564			(4,705	)		6,400
Inventory		43,796			(32,377	)		(16,689	)
Income taxes recoverable and payable		(16,197	)		(13,422	)		(5,556	)
Accounts payable, accrued and other current liabilities		(6,509	)		9,835			(12,739	)
Deferred revenue		(84	)		8,686			14,810
Cash provided by operating activities		70,337			57,643			84,968
Investing
Business acquisition		—			—			(82,000	)
Cash of subsidiary at date of acquisition		—			—			7,974
Capital expenditures		(19,269	)		(23,132	)		(27,498	)
Proceeds from sale of property and equipment		49			105			14
Intangible assets		(201	)		—			(502	)
Cash used in investing activities		(19,421	)		(23,027	)		(102,012	)
Financing
Proceeds from IPO, net		—			—			134,314
Financing fees paid		—			—			(1,396	)
Repurchase of common shares		(750	)		(9,755	)		—
Repayment of debt		(3,050	)		(48,052	)		(239,307	)
Participant equity loan plan, net		480			31			8,251
Cash used in financing activities		(3,320	)		(57,776	)		(98,138	)
Effect of exchange rate changes on cash and cash equivalents		(1,748	)		(330	)		4,038
Net increase (decrease) in cash and cash equivalents		45,848			(23,490	)		(111,144	)
Cash and cash equivalents, beginning of year		95,535			119,025			230,169
Cash and cash equivalents, end of year	$	141,383		$	95,535		$	119,025
Cash and cash equivalents are comprised as follows
Cash	$	24,318		$	19,421		$	10,662
Short-term investments		117,065			76,114			108,363
	$	141,383		$	95,535		$	119,025
Supplemental cash flow disclosures
Interest paid	$	10,398		$	12,182		$	29,721
Interest received	$	394		$	536		$	574
Income taxes paid	$	14,981		$	30,052		$	38,674
Amount of non-cash capital expenditures in accounts payable and accrued and other current liabilities	$	2,292		$	1,975		$	4,368

See accompanying notes to consolidated financial statements

F-8

SMART Technologies Inc.

Notes to Consolidated Financial Statements

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

Nature of business

SMART Technologies Inc. (the “Company”), formerly SMART Technologies (Holdings) Inc., was incorporated on June 11, 2007 under the Business Corporations Act (Alberta). On August 28, 2007 the shareholders of a related company which was then named SMART Technologies Inc. (“STI”), transferred 100% of the issued shares of STI to the Company. Prior to August 28, 2007 the principal operating company was STI. On August 28, 2007, SMART Technologies ULC was formed with the amalgamation of STI and a numbered company. On February 26, 2010 the Company changed its name to SMART Technologies Inc.

Through its wholly owned subsidiary, SMART Technologies ULC (“ULC”), and its subsidiaries, the Company designs, develops and sells interactive technology products and integrated solutions that enhance learning and enable people to collaborate with each other in innovative and effective ways. The Company is the global leader in the interactive display category, which is the core of its collaboration solutions. It generates revenue from the sale of interactive technology products and integrated solutions, including hardware, software and services.

1. Basis of presentation and significant accounting policies

The consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. All normal recurring adjustments considered necessary for fair presentation have been included in the financial statements. The significant accounting policies used in these GAAP consolidated financial statements are as follows.

(a) Principles of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been appropriately eliminated on consolidation.

(b) Use of estimates

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for various litigation claims, deferred revenue, allowance for doubtful receivables, inventory valuation, warranty provisions, sales incentive provisions, restructuring provisions, deferred income taxes, valuation of derivative financial instruments and impairment assessments of property and equipment, intangible assets and goodwill. Actual results could differ from these estimates.

(c) Foreign currency translation

The Company’s Canadian operations and its foreign subsidiaries, which solely provide marketing support, use the Canadian dollar (“CDN”) as their functional currency. For these entities, monetary assets and liabilities denominated in foreign currencies are translated using exchange rates in effect at the balance sheet date and non-monetary assets and liabilities denominated in foreign currencies are translated at historic rates. Gains and losses

F-9

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

on re-measurement are recorded in the Company’s consolidated statements of operations as part of foreign exchange loss (gain). The Company’s United States (“U.S.”) and New Zealand operating subsidiaries have the U.S. dollar as their functional currency and its Japanese operating subsidiary has the Japanese Yen as its functional currency. The financial statements of these subsidiaries are translated into Canadian dollars using the method of translation whereby assets and liabilities are translated using exchange rates in effect at the balance sheet date and revenues and expenses are translated using average rates for the period. Exchange gains or losses from the translation of these foreign subsidiaries financial results are credited or charged to foreign currency translation included in other comprehensive income for the period and accumulated other comprehensive loss as part of shareholders’ deficit.

The Company uses the U.S. dollar as its reporting currency. The Canadian dollar consolidated financial statements are translated into the U.S. dollar reporting currency using the current rate method of translation. Exchange gains or losses are included as part of other comprehensive income for the period and accumulated other comprehensive loss as part of shareholders’ deficit.

(d) Cash and cash equivalents

Cash equivalents consist primarily of short-term investments with an original maturity of three months or less and are carried on the consolidated balance sheet at cost which approximates fair value.

(e) Trade receivables

Trade receivables reflect invoiced and accrued revenue and are presented net of an allowance for doubtful receivables.

The Company evaluates the collectability of its trade receivables based on a combination of factors on a periodic basis. The Company considers historical experience, the age of the trade receivable balances, credit quality of the Company’s resellers and distributors, current economic conditions, and other factors that may affect the resellers’ and distributors’ ability to pay.

(f) Inventory

Raw materials and finished goods inventory is stated at the lower of cost, computed using the first-in, first-out method, or market. If the cost of the inventory exceeds its market value, provisions are made for the difference between the cost and the market value. Prior to the Company’s transition of product assembly to contract manufacturers during the year ended March 31, 2012, the cost included the cost of materials, direct labor and the applicable share of production overhead.

(g) Property and equipment

Property and equipment are recorded at cost and depreciated and amortized to their net residual value over their estimated useful lives using the straight-line method. The Company capitalizes certain internal and external costs incurred to acquire or develop internal-use software. Capitalized software costs are amortized over the estimated useful life of the software. Depreciation and amortization is calculated using the following rates.

Building	25 years
Information systems, hardware and software	2 - 4 years
Assembly equipment, furniture, fixtures and other	2 - 4 years

F-10

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

Depreciation charges related to equipment used in assembly operations held at the Company’s contract manufacturers are included in cost of sales.

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. Any impairment charge is recognized to reduce the carrying value of the assets to its estimated fair value in the period in which it is identified.

(h) Goodwill

Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the recognized amounts of the assets acquired, less liabilities assumed. Goodwill is not amortized, but is assessed annually for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The Company consists of a single reporting unit. When a qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, an impairment test is carried out in two steps. In the first step, the carrying amount of the reporting unit is compared with its fair value. If the carrying amount of the reporting unit is greater than zero and its fair value exceeds its carrying amount, goodwill is considered not to be impaired and the second step of the impairment test is unnecessary. The second step is carried out when the carrying amount of the reporting unit exceeds its fair value, in which case the implied fair value of the goodwill is compared with its carrying amount to measure the amount of the impairment loss, if any. If the carrying amount of the reporting unit is zero or negative, the second step of the impairment test is performed when it is more likely than not that a goodwill impairment exists.

In the second step, the implied fair value of goodwill is determined in a similar manner as the value of goodwill is determined in a business combination, using the fair value as if it was the purchase price. The implied fair value of goodwill is calculated by measuring the excess of the estimated fair value of the Company over the aggregated estimated fair values of identifiable assets and liabilities. The conduct of the second step involves significant judgment on the selection of assumptions necessary to arrive at an implied fair value of goodwill. These assumptions include, but are not limited to, development of multi-year business cash flow forecasts, the selection of discount rates and the identification and valuation of unrecorded assets. When the carrying amount of the goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess.

(i) Intangible assets

Intangible assets are stated at cost less accumulated amortization and are comprised of acquired technology, customer relationships and other intellectual property.

Intangible assets are amortized as follows.

Acquired technology	5 - 10 years
Customer relationships	5 years
Other intellectual property	5 - 10 years

F-11

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

Intangibles with determinable lives are amortized using the straight-line method based on the estimated useful lives of the respective assets. When there is a change in the estimated useful life of a finite-lived intangible asset, amortization is adjusted prospectively. Intangible assets with finite lives are tested for impairment if events or conditions have occurred that indicate that their carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. Any impairment charge is recognized to reduce the carrying value of the intangible asset to its estimated fair value in the period in which such determination is made.

(j) Business combinations

The Company accounts for business combinations using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition except for deferred income tax assets and/or liabilities. The excess of the fair value of consideration transferred over the recognized amounts is recorded as goodwill. Any changes in the estimated fair values of the net assets recorded for acquisitions prior to the finalization of more detailed analysis, but not to exceed one year from the date of acquisition, will change the amount of goodwill recorded. All acquisition costs are expensed as incurred and in-process research and development costs are recorded at fair value as an indefinite-lived intangible asset and assessed for impairment thereafter until completion, at which point the asset is amortized over its expected useful life. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date.

(k) Deferred financing fees

Deferred financing fees represent the direct costs of entering into the Company’s long-term debt and credit facilities. For non-revolving credit facilities, costs are amortized as interest expense using the effective interest method. For revolving credit facilities, costs are amortized as interest expense using the straight-line method. The deferred financing fees are amortized over the term of the debt or credit facilities.

(l) Revenue recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, shipping occurs or services are rendered, the sales price is fixed or determinable and collection is reasonably assured. Revenue consists primarily of consideration from the bundled sale of hardware, software that is essential to the functionality of the hardware and technical support.

Revenue from the bundled sale of hardware, software and technical support is recognized in accordance with general revenue recognition accounting guidance and revenue from separate sales of software products and technical support is recognized in accordance with industry specific software revenue recognition accounting guidance. Amounts invoiced and cash received in advance of meeting these revenue recognition criteria are recognized as deferred revenue.

The Company offers certain incentives to customers based on purchase levels. These incentives are recorded as a reduction of related revenues when this revenue is recognized. Revenue is recorded net of taxes collected from customers that are remitted to government authorities with the collected taxes recorded as current liabilities until remitted to the relevant government authority. The Company’s arrangements do not include any provisions for refunds.

F-12

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

Revenue recognition for arrangements with multiple deliverables

For multi-element arrangements that include tangible products containing software essential to the product’s functionality and undelivered elements relating to the tangible product and its essential software, the Company allocates revenue to the multiple deliverables based on their relative selling prices. To determine the relative selling price the following hierarchy is used.

(i) vendor-specific objective evidence of fair value (“VSOE”);

(ii) third-party evidence (“TPE”); and

(iii) estimate of the selling price (“ESP”).

VSOE is established as the price charged for a deliverable when the same deliverable is sold separately by the Company. TPE of selling price is established by evaluating largely similar and interchangeable competitor products or services in stand-alone sales. The ESP is established considering internal factors such as internal costs, margin objectives, pricing practices and controls, customer and market conditions such as competitor pricing strategies for similar products, and industry data.

Substantially all the Company’s revenue is made up of the sales of interactive displays and accessories. Interactive displays consist of hardware products and software essential to the functionality of the hardware product that is delivered at the time of sale, and technical support, which includes future unspecified software upgrades and features relating to the product’s essential software to be received, on a when-and-if-available basis. The Company has allocated revenue between these deliverables using the relative selling price method.

The Company assesses incentives and discounts provided to customers in determining the relative selling prices of the deliverables in its arrangements to determine the most appropriate method of allocating such incentives and discounts to such deliverables. In general, the Company has concluded that allocating such incentives and discounts ratably to the deliverables based on the proportion of arrangement consideration allocated to each is appropriate based upon the way the Company currently sells its product.

The Company is unable to determine VSOE for its deliverables as they are not sold on a separate, stand-alone basis. The Company’s go-to-market strategy is the same or similar to that of its peers for these deliverables, in that product offerings are made in multiple deliverable bundles, such that the TPE of selling price of stand-alone deliverables cannot be obtained. Consequently, the Company is unable to establish selling price using VSOE or TPE and therefore uses ESP in its allocation of revenue.

Amounts allocated to the delivered hardware and the related essential software are recognized at the time of sale provided all the conditions for revenue recognition have been met. Amounts allocated to the technical support services and unspecified software upgrades are deferred and recognized using the straight-line method over the estimated term of provision. All product cost of sales, including estimated warranty costs, are recognized at the time of sale. Costs for research and development and sales and marketing are expensed as incurred.

Revenue recognition for software

The Company also sells software, technical support and unspecified software upgrade rights altogether separate from hardware. For software arrangements involving multiple elements, revenue is allocated to each element based on the relative fair value only if VSOE evidence of fair values, which is based on prices charged

F-13

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

when the element is sold separately, is available. The Company does not have VSOE for the undelivered elements in its software sales and, accordingly, the entire arrangement consideration is deferred and amortized over three years, the estimated period that such items are delivered or that services are provided.

(m) Comprehensive income (loss)

Comprehensive income (loss) is comprised of net income and other comprehensive income (“OCI”).

OCI refers to revenues, expenses, gains and losses that under GAAP are recorded as an element of comprehensive income but are excluded from net income. OCI consists of foreign currency translation adjustments for the period which arise from the conversion of the Canadian dollar consolidated financial statements to the U.S. dollar reporting currency consolidated financial statements. OCI also includes foreign currency translation adjustments from those foreign subsidiaries that have a local currency as their functional currency that arises on translation of these foreign subsidiaries’ financial statements into their parent’s reporting currency.

(n) Financial instruments

Derivative financial instruments are used by the Company to manage its exposure to interest and foreign exchange rate fluctuations. To manage interest rate exposure, the Company enters into interest rate swap contracts and to manage foreign exchange exposure, the Company enters into forward and foreign exchange collar contracts. The Company does not use derivative financial instruments for speculative purposes.

Financial Accounting Standards Board (“FASB”) ASC 815—Accounting for Derivative Instruments requires all derivative financial instruments to be recognized at fair value on the consolidated balance sheet and outlines the criteria to be met in order to designate a derivative instrument as a hedge and the methods for evaluating hedge effectiveness. The fair value is calculated based on quoted market prices.

Derivative contracts that do not qualify as hedges under ASC 815, or where hedge accounting is not applied, are recorded at fair value in the consolidated balance sheet unless exempted from derivative treatment as meeting normal purchase and sale criteria. Any changes in the fair value of these derivative contracts are recorded in net income when those changes occur. The Company does not currently apply hedge accounting as defined by ASC 815 to any of its financial instruments.

(o) Income taxes

In accordance with FASB ASC 740—Accounting for Income Taxes, the Company uses the liability method of accounting for income taxes. Under the liability method, current income taxes are recognized for the estimated income taxes payable for the current year and deferred income taxes are recognized for temporary differences between the tax and accounting bases of assets and liabilities and the benefit of losses and other deductions carried forward for tax purposes that are likely to be realized. A valuation allowance is recorded against net deferred income tax assets if it is more likely than not that the asset will not be realized. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are scheduled to be recovered or settled. The effect on the deferred income tax assets and liabilities from a change in tax rates is recognized in net income in the period that the change is enacted.

F-14

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

The Company follows ASC 740 in assessing its uncertain tax positions and provisions for income taxes which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, prescribes a recognition threshold of more likely than not to be sustained upon examination and provides guidance on derecognition measurement classification, interest and penalties, accounting in interim periods, disclosure and transitions.

(p) Investment tax credits

The Company uses the flow-through method to account for investment tax credits (“ITCs”), earned on eligible Scientific Research and Experimental Development (“SR&ED”) expenditures. Under this method, the ITCs are recognized as a reduction (increase) to income tax expense (recovery).

ITCs are subject to technical and financial review by Canadian tax authorities on a project-by-project basis and therefore amounts received may vary significantly from the amounts recorded. Any such differences are recorded as an adjustment to the recognized amount in the year the SR&ED review is completed and the results are made known to the Company.

(q) Research and product development costs

Research costs are expensed as incurred. Development costs for products and licensed software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred subsequent to achievement of technological feasibility are usually not significant, and therefore most product development costs are expensed as incurred.

(r) Earnings per share

Per share amounts are based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share are calculated using the treasury stock method.

(s) Warranty provision

The Company provides for the estimated costs of product warranties at the time revenue is recognized and records the expense in cost of sales. Interactive displays and other hardware products are generally covered by a time-limited warranty for varying periods of time. The Company’s warranty obligation is affected by product failure rates, warranty periods, freight, material usage and other related repair or replacement costs. The Company assesses the adequacy of its warranty liability and adjusts the amount as necessary based on actual experience and changes in future estimated costs. The accrued warranty obligation is included in accrued and other current liabilities.

(t) Stock-based compensation

During the third quarter of fiscal 2013, the Company changed its method of accounting for stock-based compensation expense related to the fair value of options to the graded method from the straight-line method and has applied this change retrospectively from July 2010, the date of the Company’s initial option grants. Stock-based compensation expense for stock options is estimated at the grant date based on each option’s fair value as

F-15

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. The Company generally recognizes stock-based compensation expense ratably using the graded method over the requisite service period with an offset to additional paid-in capital. The BSM model requires various judgmental assumptions including volatility and expected option life. In addition, judgment is also applied in estimating the amount of stock-based awards that are expected to be forfeited, and if actual results differ significantly from these estimates, stock-based compensation expense and the Company’s results of operations would be impacted. Any consideration paid by employees on exercise of stock options plus any recorded stock-based compensation within additional paid-in capital related to that stock option is credited to share capital.

The Company classifies Restricted share units (“RSUs”), Performance share units (“PSUs”) and Deferred share units (“DSUs”) as equity instruments as the Company has the ability and intent to settle the awards in common shares. The compensation expense is calculated based on the fair value of each instrument as determined by the closing value of the Company’s common shares on the business day of the grant date. The Company recognizes compensation expense ratably over the vesting period of the RSUs and PSUs. For DSUs, compensation expense is recorded at the date of grant.

(u) Participant equity loan plan

The Company has a Participant Equity Loan Plan (the “Plan”), under which the Company loaned funds to certain employees for the purpose of allowing these employees the opportunity to purchase common shares of the Company at fair value. Common shares issued under the Plan are subject to voting and transferability restrictions that lapse based on certain events.

Shares purchased under the Plan are reported as share capital at their fair value on the date of issue. The outstanding related employee loans and any accrued interest are reported as a deduction from share capital. When there is an amendment in the terms of the Plan, the difference between the fair value at the date of the amendment and the fair value at the original date of purchase is recognized as stock-based compensation ratably on a graded basis over the period that restrictions on the shares lapse.

(v) Restructuring costs

Employee termination benefits associated with an exit or disposal activity are accrued when the liability is both probable and reasonably estimable provided that the Company has a history of providing similar severance benefits that meet the criteria of an on-going benefit arrangement. If no such history exists, the costs are expensed when the termination benefits are paid. Contract termination costs are recognized and measured at fair value when the Company ceases using the rights under the contract. Other associated costs are recognized and measured at fair value when they are incurred.

(w) Recent accounting policies adopted

In June 2011, the Financial Accounting Standards Board (“FASB”) issued guidance on presentation of comprehensive income to increase its prominence in the financial statements. The new guidance eliminates the option to present components of other comprehensive income in the statement of shareholders’ equity. Instead, an entity is required to present the total of comprehensive income, the components of net income and the components of other comprehensive income in either a continuous statement of net income and other comprehensive income or in two separate but consecutive statements. The Company adopted the guidance in the first quarter of fiscal 2013 and included two separate but consecutive statements.

F-16

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

In September 2011, the FASB issued guidance to simplify the testing of goodwill for impairment. The new guidance provides an entity with the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. The Company adopted the guidance in the first quarter of fiscal 2013. The adoption did not have a material impact on the Company’s results of operations, financial condition or disclosures.

2. 2010 Acquisition

On April 21, 2010, the Company acquired 100% of the issued and outstanding shares of Next Holdings Limited (“NextWindow”), a privately held New Zealand company, for $82,000 in cash.

The acquisition was accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed, other than the deferred income tax liability, were measured at their fair values as of the date of acquisition. The excess of the acquisition price over the recognized amounts was recorded as goodwill on acquisition. Recognized amounts were determined based on information available at the date of acquisition. The Company has included the operating results of NextWindow in the consolidated financial statements from the date of acquisition. Revenue and net loss from NextWindow reported in the Company’s results for the year ended March 31, 2011 amounted to $24,674 and $17,122, respectively. The net loss for the year ended March 31, 2011 included amortization of intangible assets of $8,903 resulting from the acquisition.

The following table summarizes the assets acquired and liabilities assumed.

Assets purchased
Current assets	$	12,513
Property and equipment		2,177
Intangible assets (note 9)		50,061
Goodwill—with no tax base (note 8)		34,173
	$	98,924
Liabilities assumed
Current liabilities	$	9,868
Deferred income tax liability		15,030
	$	24,898
Net non-cash assets acquired	$	74,026
Cash acquired		7,974
Consideration paid—cash	$	82,000

The Company expensed $1,143 of acquisition-related costs included in selling, marketing and administration in the year ended March 31, 2011.

During fiscal 2013 it was determined that the full carrying value of the goodwill associated with the acquisition was impaired and the Company recorded a goodwill impairment charge of $34,173 (note 8).

The weighted-average amortization period of the total intangible assets related to the business acquisition was approximately 5.6 years at the date of acquisition.

F-17

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

3. 2010 Reorganization and Initial Public Offering

On May 13, 2010, the Company’s Board of Directors approved a reorganization (the “2010 Reorganization”) of the capital of the Company. Through a series of transactions, the 2010 Reorganization resulted in the repayment of $8,016 on the shareholder note payable and the effective conversion of the remaining shareholder note payable of CDN$253,972 plus accrued interest of CDN$75,074 into Class A Preferred Shares and Class B Shares and the conversion of cumulative preferred shares of CDN$84,883 plus accrued dividends of CDN$19,748 into Class A Preferred Shares. At the completion of the 2010 Reorganization, the Company’s share capital consisted of 433,676,686 Class A Preferred Shares, 170,089,800 Class B Shares and 10,957,191 Class A Subordinate Voting Shares. As part of the 2010 Reorganization, the Company amalgamated with a successor corporation to School 3 ULC, a corporation that, prior to giving effect to the 2010 Reorganization, held all of the outstanding non-voting common shares. This series of transactions was completed on June 8, 2010. On June 24, 2010, the Company effected a one-for-two reverse stock split for both the Class A Subordinate Voting Shares and the Class B Shares.

In July 2010, in connection with the Company’s initial public offering (“IPO”) transaction, all the issued and outstanding Class A Preferred Shares were converted into Class B or Class A Subordinate Voting Shares and the Class A Preferred Shares were removed from the authorized share capital of the Company and the Company issued Class A Subordinate Voting Shares from Treasury. After giving effect to the IPO, the Company had 44,308,596 Class A Subordinate Voting Shares and 79,464,195 Class B Shares outstanding.

Using the proceeds of the IPO, the Company repaid $40,000 of the unsecured term loan and $19,244 of the term construction facility in July 2010. In September 2010, the remaining balances of the unsecured term loan, the term construction facility and the construction loan of $42,389, $29,836 and $1,438, respectively, were repaid in full.

4. Restructuring costs

(a) Fiscal 2013 December restructuring

In December 2012, the Company announced a restructuring plan that will increase focus on its target markets and streamline its corporate support functions. As part of the restructuring, the Company reduced its workforce by approximately 25%. The majority of the workforce reduction was completed by March 31, 2013. The Company accrued remaining costs relating to workforce reductions which are expected to be completed in the first quarter of fiscal 2014. The rates used in determining this accrual are based on existing plans, historical experience and negotiated settlements. If the actual amounts differ from the Company’s estimates, the amount of the restructuring costs could be materially impacted. No further material costs are expected to be incurred.

Employee termination costs include termination costs related to the reduction in workforce and associated outplacement and legal costs.

Facilities costs include lease cancellation costs at two North American locations and lease obligation costs associated with unoccupied office space at one of the Company’s international locations. Lease obligation costs are based on future lease expenditures and estimated future sublease rentals.

Other restructuring costs include fees paid to consultants supporting the restructuring process and office relocation costs.

F-18

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

The change in the Company’s accrued restructuring obligation associated with the fiscal 2013 December restructuring activities for the year ended March 31, 2013 is summarized in the following table.

	Year ended March 31, 2013
	Employee Termination Costs			Facilities Costs		Other Restructuring Costs			Total
Restructuring costs incurred	$	16,172		$	1,010	$	208		$	17,390
Restructuring costs paid		(10,227	)		—		(124	)		(10,351	)
Currency translation adjustment		(216	)		8		—			(208	)
Accrued restructuring obligation at end of year	$	5,729		$	1,018	$	84		$	6,831

At March 31, 2013, the accrued restructuring obligation of $6,831 (March 31, 2012 – zero) was included in accrued and other current liabilities.

(b) Fiscal 2013 August restructuring

In August 2012, the Company announced a restructuring plan to implement additional cost reduction measures with the objective of improving the Company’s operating efficiencies. The restructuring plan included a worldwide reduction in workforce of approximately 70 employees. The restructuring plan was completed during the quarter ended September 30, 2012 and no further material costs are expected to be incurred.

The change in the Company’s accrued restructuring obligation associated with the fiscal 2013 August restructuring activities for the year ended March 31, 2013 is summarized in the following table.

	Year ended March 31, 2013
	Employee Termination Costs
Restructuring costs incurred	$	1,947
Restructuring costs paid		(1,775	)
Currency translation adjustment		(11	)
Accrued restructuring obligation at end of year	$	161

At March 31, 2013, the remaining accrued restructuring obligation of $161 (March 31, 2012 – zero), primarily related to outplacement costs, was included in accrued and other current liabilities.

(c) Fiscal 2012 August restructuring

In August 2011, the Company announced the transfer of the remainder of its interactive display assembly operations from its leased facility in Ottawa, Canada to existing contract manufacturers. The decision reflected the Company’s ongoing strategy to reduce costs in all areas of its operations and the transition was completed by March 31, 2012.

In December 2011, the Company ceased using the assembly and warehouse space at the Ottawa facility. As a result, the Company recorded lease obligation costs of $8,059 in the third quarter of fiscal 2012 based on future lease expenditures and estimated future sublease rentals for the remainder of the lease term ending April 2017.

F-19

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

The accrued lease obligation is reviewed quarterly and adjusted as required to ensure that it reflects the remaining obligation based on future lease expenditures and estimated future sublease rentals over the balance of the obligation period. During the second quarter of fiscal 2013, the Company recorded additional restructuring costs of $1,020 as a result of a revised estimate of the future sublease rentals.

The change in the Company’s accrued restructuring obligation associated with the fiscal 2012 August restructuring activities for the years ended March 31, 2013 and 2012 is summarized in the following tables.

	Year ended March 31, 2013
	Lease Obligation Costs			Employee Termination Costs		Other Restructuring Costs		Total
Accrued restructuring obligation at beginning of year	$	7,788		$	—	$	—	$	7,788
Restructuring costs paid		(2,576	)		—		—		(2,576	)
Accretion expense		417			—		—		417
Adjustments		1,020			—		—		1,020
Currency translation adjustment		(149	)		—		—		(149	)
Accrued restructuring obligation at end of year	$	6,500		$	—	$	—	$	6,500

	Year ended March 31, 2012
	Lease Obligation Costs			Employee Termination Costs			Other Restructuring Costs			Total
Restructuring costs incurred	$	8,059		$	3,745		$	1,455		$	13,259
Restructuring costs paid		(600	)		(3,745	)		(1,455	)		(5,800	)
Accretion expense		116			—			—			116
Currency translation adjustment		213			—			—			213
Accrued restructuring obligation at end of year	$	7,788		$	—		$	—		$	7,788

To date the Company has incurred restructuring costs of $14,812, comprised of employee termination benefits of $3,745, lease obligation costs of $9,612 and other restructuring costs of $1,455.

At March 31, 2013, the current portion of the accrued restructuring obligation of $2,286 (March 31, 2012 – $2,280) was included in accrued and other current liabilities with the remaining long-term portion of $4,214 (March 31, 2012 – $5,508) included in other long-term liabilities.

5. Trade receivables

	March 31, 2013			March 31, 2012
Trade receivables	$	68,606		$	97,390
Allowance for doubtful receivables		(3,500	)		(3,104	)
	$	65,106		$	94,286

F-20

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

The following table summarizes the activity in the allowance for doubtful receivables.

	Year ended March 31,
	2013			2012			2011
Balance at beginning of year	$	3,104		$	3,603		$	3,868
Charge to bad debts expense		3,377			1,579			17
Write-off of receivables		(2,909	)		(2,000	)		(635	)
Currency translation adjustment		(72	)		(78	)		353
Balance at end of year	$	3,500		$	3,104		$	3,603

In addition to the charges above the Company also recorded bad debt expense of $286 related to employee loans provided as part of the Participant Equity Loan Plan (note 11(b)).

6. Inventory

	March 31, 2013			March 31, 2012
Finished goods	$	59,972		$	107,380
Raw materials		10,577			4,938
Provision for obsolescence		(4,787	)		(1,508	)
	$	65,762		$	110,810

The provision for obsolescence is related to finished goods and raw materials inventory.

7. Property and equipment

	March 31, 2013		March 31, 2012
Cost
Building	$	72,925	$	73,626
Information systems, hardware and software		70,049		62,519
Assembly equipment, furniture, fixtures and other		37,875		44,398
Assets under construction		5,858		8,253
	$	186,707	$	188,796
Accumulated depreciation and amortization
Building	$	12,139	$	9,406
Information systems, hardware and software		48,127		39,414
Assembly equipment, furniture, fixtures and other		26,388		30,409
	$	86,654	$	79,229
Net book value
Building	$	60,786	$	64,220
Information systems, hardware and software		21,922		23,105
Assembly equipment, furniture, fixtures and other		11,487		13,989
Assets under construction		5,858		8,253
	$	100,053	$	109,567

F-21

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

Depreciation and amortization expense incurred is as follows.

	Year ended March 31,
	2013		2012		2011
Building	$	2,951	$	2,968	$	3,159
Information systems, hardware and software		14,614		13,690		14,780
Assembly equipment, furniture, fixtures and other		7,385		8,370		8,975
	$	24,950	$	25,028	$	26,914

Included in accrued and other current liabilities is an accrual for capital expenditures of $2,292 at March 31, 2013 (March 31, 2012 – $1,975).

The amount of depreciation expense included in cost of sales amounted to $3,760, $3,769 and $4,118 for the years ended March 31, 2013, 2012 and 2011, respectively.

The Company concluded that the carrying amount of certain assets was not recoverable and recorded an impairment charge of $2,194 primarily related to discontinued information system projects.

8. Goodwill

Changes to the carrying amount of goodwill during the year ended March 31, 2013 were as follows:

Balance at March 31, 2012	$	34,173
Impairment of goodwill		(34,173	)
Balance at March 31, 2013	$	—

During the nine months ended December 31, 2012, the continuing decline of both the Company’s share price and revenue had reached levels where management concluded that it was more likely than not that a goodwill impairment existed. As a result, the second step of the goodwill impairment test was performed.

The estimated fair value of the Company was determined utilizing an income approach which was then corroborated with a market approach. Under the income approach, the Company calculates the fair value of its single reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used estimates the rate a market participant would expect and is calculated based on the weighted-average cost of capital adjusted for the relevant risk associated with company-specific characteristics and the uncertainty related to the Company’s ability to execute on the projected cash flows. Under the market approach, the Company’s market capitalization was used as a key input for the determination of the fair value of the Company. The Company believes that the market capitalization alone does not capture the fair value of the business as a whole, or the substantial value that an acquirer would obtain from its ability to obtain control of the business. Consequently, the Company developed an estimate for the control premium that a marketplace participant might pay to acquire control of the business in an arms-length transaction.

The impairment loss was measured by estimating the implied fair value of the Company’s goodwill and comparing it with its carrying value. Using the Company’s fair value detailed above as the acquisition price in a

F-22

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

hypothetical acquisition of the Company, the implied fair value of goodwill was calculated as the residual amount of the acquisition price after assigning fair value to net assets, including working capital, property and equipment and both recognized and unrecognized intangible assets.

Based on the results of the second step of the goodwill impairment test, it was concluded that the full carrying value of goodwill was impaired. Consequently, the Company recorded a goodwill impairment charge of $34,173 and reported this amount as a separate line item in the consolidated statements of operations.

The Company considered as part of the impairment test at the time the recoverable amount if its other long-lived assets and concluded that these assets were not impaired.

9. Intangible assets

	March 31, 2013		March 31, 2012
Cost
Acquired technology	$	29,600	$	29,600
Customer relationships		17,500		17,500
Other intellectual property		3,999		3,814
	$	51,099	$	50,914
Accumulated amortization
Acquired technology	$	15,754	$	10,396
Customer relationships		10,296		6,796
Other intellectual property		2,091		1,383
	$	28,141	$	18,575
Net book value
Acquired technology	$	13,846	$	19,204
Customer relationships		7,204		10,704
Other intellectual property		1,908		2,431
	$	22,958	$	32,339

Amortization expense of finite-lived intangibles for the years ended March 31, 2013, 2012 and 2011 was $9,571, $9,573 and $8,986, respectively.

Based on the carrying value of the identified intangible assets at March 31, 2013 and assuming no subsequent impairment of the underlying assets, the annual amortization expense for the next five years is expected to be as follows.

	Fiscal year ending March 31,
	2014		2015		2016		2017		2018
Amortization expense	$	9,570	$	9,570	$	1,208	$	690	$	690

F-23

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

10. Long-term debt and credit facilities

	March 31, 2013			March 31, 2012
First lien facility	$	288,225		$	291,275
Current portion of long-term debt		(3,050	)		(3,050	)
	$	285,175		$	288,225

All debt and credit facilities are U.S. dollar facilities.

(a) First lien facility

In August 2007, the Company entered into a $305,000 term loan maturing August 28, 2014 with a $45,000 revolving credit facility maturing August 28, 2013 (the “First lien facility”). The full amount of the term loan was drawn upon closing. As part of the Company’s IPO transaction which closed on July 20, 2010, the Company put into place an additional $55,000 revolving credit facility under the First lien facility maturing August 28, 2013, which increased the total revolving credit capacity to $100,000, all of which remained undrawn as of March 31, 2013 and 2012. The First lien facility is secured by a first priority interest over all assets of the Company and certain subsidiaries.

The Company may repay all or a portion of the First lien facility at any time without incurring early repayment premiums. The term-loan portion of the First lien facility requires mandatory annual repayments totaling $3,050. In addition, beginning with the year ended March 31, 2009, the Company is required to repay amounts under the facility ranging between zero and 50% of annual excess cash flow, contingent upon the Company’s leverage ratio at the time. As of March 31, 2013, 2012 and 2011, the leverage ratio was below the level required to trigger a repayment.

Borrowings under the term loan bear interest at floating rates, based on LIBOR, the U.S. federal funds rate or the Canadian base rate of the administrative agent. Borrowings under the revolving credit facility bear interest at floating rates based on the banker’s acceptance rate, LIBOR, the U.S. federal funds rate, the Canadian base rate of the administrative agent or the Canadian prime rate. The Company has discretion with respect to the basis upon which interest rates are set. The interest rate on borrowings under the First lien facility term loan was 2.95% at March 31, 2013 and 2.99% at March 31, 2012. The interest rates on the undrawn credit facilities of $45,000 and $55,000 at March 31, 2013 were 2.20% and 3.95%, respectively.

The Company had outstanding letters of credit totaling $1,166 at March 31, 2013 and $973 at March 31, 2012. These letters of credit have not been drawn; however, they reduce the amount available to the Company under the revolving portion of the First lien facility.

The Company was in compliance with all financial covenants with respect to the facility at March 31, 2013. The facility has two financial covenants: a total leverage ratio test and an interest coverage ratio test. Compliance is tested quarterly and the Company has been in compliance with all covenants during all reporting periods since the inception of the loan.

F-24

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

(b) Second lien facility

In August 2007, the Company entered into an eight year, $100,000 term loan (the “Second lien facility”), which was fully drawn upon closing. In fiscal 2012, the remaining balance of $45,000 was repaid in full. No repayment premiums were charged.

(c) Deferred financing fees

The Company incurred fees of $13,090 in closing the First lien facility and the Second lien facility which were recorded as deferred financing fees. These fees are shown as an asset and amortized over the loans’ terms based on the effective interest rate method. Repayments of the term loans also result in releases of these fees, which are then included in interest expense. The Company also incurred fees of $1,385 in closing the new revolving facility on July 20, 2010 under the First lien facility. These fees are shown as an asset and amortized over the term of the facility using the straight-line method. The Company also incurred fees relating to the term construction facility which was repaid in the year ended March 31, 2011.

The Company recorded amortization of deferred financing fees of $2,155, $2,991 and $3,270 for the years ended March 31, 2013, 2012 and 2011, respectively.

11. Share capital

(a) Share capital

(i) Authorized

The Company’s authorized share capital consists of an unlimited number of Class A Subordinate Voting Shares, an unlimited number of Class B Shares and an unlimited number of Preferred Shares issuable in series.

Each holder of Class B Shares and each holder of Class A Subordinate Voting Shares is entitled to receive notice of and attend all meetings of the Company’s shareholders, except meetings at which only holders of another particular class or series have the right to vote. At each such meeting, each Class B Share entitles its holder to 10 votes and each Class A Subordinate Voting Share entitles its holder to one vote, voting together as a single class, except as otherwise set forth in the Company’s articles of amalgamation or prescribed by applicable laws.

F-25

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

(ii) Issued and outstanding

Shares Outstanding	Voting Common Shares			Non-voting Common Shares			Voting Preferred Shares			Class A Preferred Shares			Class A Subordinate Voting Shares			Class A Subordinate Voting Shares – Treasury Shares			Class B Shares			Total
March 31, 2010		53,563,844			127,489,844			127,483,148			—			—			—			—			308,536,836
2010 Reorganization		(53,563,844	)		(127,489,844	)		(127,483,148	)		433,676,686			5,478,596			—			85,044,901			215,663,347
Participant Equity Loan Plan		—			—			—			—			—			(57,500	)		—			(57,500	)
Initial Public Offering		—			—			—			(433,676,686	)		38,830,000			—			(5,580,706	)		(400,427,392	)
March 31, 2011		—			—			—			—			44,308,596			(57,500	)		79,464,195			123,715,291
Participant Equity Loan Plan		—			—			—			—			—			(160,800	)		—			(160,800	)
Shares repurchased for cancellation		—			—			—			—			(2,327,486	)		—			—			(2,327,486	)
March 31, 2012		—			—			—			—			41,981,110			(218,300	)		79,464,195			121,227,005
Participant Equity Loan Plan		—			—			—			—			—			(217,500	)		—			(217,500	)
Stock-based compensation		—			—			—			—			115,015			25,298			—			140,313
Shares repurchased for cancellation		—			—			—			—			(574,954	)		—			—			(574,954	)
March 31, 2013		—			—			—			—			41,521,171			(410,502	)		79,464,195			120,574,864

Stated Amount	Voting Common Shares			Non-voting Common Shares			Voting Preferred Shares		Class A Preferred Shares			Class A Subordinate Voting Shares			Class A Subordinate Voting Shares – Treasury Shares			Class B Shares		Total
March 31, 2010	$	41,166		$	120,108		$	—	$	—		$	—		$	—		$	—	$	161,274
Participant Equity Loan Plan		2,122			—			—		—			6,369			(160	)		—		8,331
2010 Reorganization		(43,288	)		(120,108	)		—		413,616			3,156			—			160,242		413,618
Initial Public Offering		—			—			—		(413,616	)		474,047			—			78,165		138,596
March 31, 2011	$	—		$	—		$	—	$	—		$	483,572		$	(160	)	$	238,407	$	721,819
Participant Equity Loan Plan		—			—			—		—			568			(433	)		—		135
Repurchase of Common Shares		—			—			—		—			(25,555	)		—			—		(25,555	)
March 31, 2012	$	—		$	—		$	—	$	—		$	458,585		$	(593	)	$	238,407	$	696,399
Participant Equity Loan Plan		—			—			—		—			996			(316	)		—		680
Stock-based compensation		—			—			—		—			557			69			—		626
Shares repurchased for cancellation		—			—			—		—			(5,435	)		—			—		(5,435	)
March 31, 2013	$	—		$	—		$	—	$	—		$	454,703		$	(840	)	$	238,407	$	692,270

The 2010 Reorganization completed on June 8, 2010 effectively resulted in the conversion of the Company’s Voting Common Shares, Voting Preferred Shares, cumulative preferred shares including accrued interest (note 3) and shareholder note payable (note 3) into 10,957,191 Class A Subordinate Voting Shares, 170,089,800 Class B Shares and 433,676,686 Class A Preferred Shares. The Company’s Non-voting Common Shares were cancelled as part of the 2010 Reorganization.

F-26

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

On June 24, 2010, the Company effected a one-for-two reverse split of the Class A Subordinate Voting Shares and the Class B Shares.

As part of the Company’s IPO on July 20, 2010, the 433,676,686 Class A Preferred Shares were converted to 5,898,744 Class B Shares and 18,550,550 Class A Subordinate Voting Shares and then 11,479,450 Class B Shares were converted to 11,479,450 Class A Subordinate Voting Shares. New Class A Subordinate Voting Shares issued by the Company to the public pursuant to the IPO totaled 8,800,000 at an issue price of $17.00. Proceeds from the IPO were $138,596, net of underwriting commissions of $7,854 and other offering expenses of $7,429, net of tax of $4,279. Other offering expenses were also recorded as a reduction of IPO proceeds effective the date of the IPO. Concurrent with this transaction, 30,030,000 Class A Subordinate Voting Shares were sold to the public by existing shareholders at an issue price of $17.00.

(b) Participant equity loan plan

In 2009, the Company implemented a Participant Equity Loan Plan (the “Plan”) under which the Company loaned funds to certain employees for the purpose of allowing them to purchase Class A Subordinate Voting Shares of the Company at fair value as determined by a third party valuation.

Shares granted under the Plan are reported as share capital in shareholders’ equity at their value on the date of issue. The outstanding related loans and accrued interest are reported as a reduction of share capital.

In 2010, the Plan was amended such that the 40% of shares with performance-based restrictions that did not become unrestricted as part of the Initial Public Offering (“IPO”) transaction, representing 24% of the total shares under the Plan, would become unrestricted in two equal installments on each of the following two anniversary dates of the IPO. As a result of this amendment, the difference between the fair value of the affected shares at the date of the amendment and the fair value at the initial issuance of the shares was recognized as stock-based compensation ratably on a graded basis over the period the restrictions lapsed. The expense is included in selling, marketing and administration expense and research and development expense, with an offsetting credit to additional paid-in capital and was adjusted to reflect expected forfeitures based on Company historical data. The impact of the Plan amendment was fully amortized at September 30, 2012. The total value expensed in the year ended March 31, 2013 was $590 (March 31, 2012 – $5,243).

On November 20, 2012 certain terms of the Plan were amended. All Plan shares previously held in trust by the Company as security against the Plan loans are to be released to Plan participants, with remaining loan balances continuing to be secured by these shares. Any proceeds from the sale of these shares must first be applied against any outstanding loan balance. Additional compensation was also provided to Plan participants for the purpose of loan repayments. Most participants received the first installment in the fourth quarter of fiscal 2013 and will receive a second installment, provided they continue to be employed by the Company, in the third quarter of fiscal 2014. The first installment of $1,209 is included in selling, marketing and administration expense and research and development expense in the year ended March 31, 2013. The second installment of $834 is being accrued evenly over the twelve months ended December 31, 2013.

As a result of these amendments, the compensatory benefit of the 541,975 Plan shares with outstanding loans was determined at the date of the Plan amendment using the Black-Scholes-Merton (“BSM”) option pricing model. The exercise price used of $1.30 was the market price of a Class A Subordinate Voting Share on that date

F-27

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

which equaled the remaining loan balance for each share. The total benefit of $339 has been reported as stock-based compensation expense in the year ended March 31, 2013 with an offset to additional paid-in capital. In addition, interest is no longer being charged on Plan loans retroactive to April 1, 2012. As a result, accrued interest of $44 was reversed in the year ended March 31, 2013. During the year ended March 31, 2013 Plan loans of $286 from employees who had left the Company were written off with an offset to bad debt expense. Total loans amounted to $880 at March 31, 2013 (March 31, 2012 – $2,043).

Share capital increased by $1,160 (March 31, 2012 – $135) in the year ended March 31, 2013 as a result of Plan activity. This includes loan principal and interest repayments totaling $846 (March 31, 2012 – $612), interest accrued during the year of nil (March 31, 2012 – $105) and foreign exchange adjustments of $28 (March 31, 2012 – $73). Also, during the year ended March 31, 2013, 297,500 (March 31, 2012 – 160,800) shares of employees who left the Company were repurchased by a subsidiary company resulting in a net reduction in share capital of $480 (March 31, 2012 – $445). Stock based compensation paid related to these repurchases amounted to $53 (March 31, 2012 – nil).

In the year ended March 31, 2013, 25,298 Class A Subordinate Voting Shares—Treasury Shares, held by a subsidiary company, were transferred to certain employees in settlement of vested restricted share units (note 12(c)) which resulted in an increase in share capital of $218 including a $148 reclassification of additional paid-in capital to share capital. In the year ended March 31, 2013, 80,000 Class A Subordinate Voting Shares—Treasury Shares held by a subsidiary company were transferred to the parent company and cancelled resulting in a reduction in share capital of $164.

(c) Share repurchase plan

On August 19, 2011, the Company’s Board of Directors approved a share repurchase plan and normal course issuer bid to purchase for cancellation up to 4,000,000 of the Company’s Class A Subordinate Voting Shares. The shares were purchased in the open market at prevailing market prices over a 12-month period between August 25, 2011 and August 24, 2012. In the year ended March 31, 2013, the Company repurchased for cancellation 494,954 Class A Subordinate Voting Shares at an average price of $1.51 per share for a total purchase price of $750, resulting in a reduction to stated capital of $5,435 and corresponding credit to additional paid-in capital of $4,685. During the share repurchase plan period, the Company repurchased for cancellation 2,822,440 Class A Subordinate Voting Shares at an average price of $3.72 per share for a total purchase price of $10,505. All the repurchased shares have been cancelled.

(d) Issuance of treasury shares

In the year ended March 31, 2013, 115,015 Class A Subordinate Voting Shares were issued at the current market price for settlement of vested RSUs resulting in a net increase in share capital of $408 and a reduction in additional paid-in capital of $408 (note 12(c)).

12. Stock-based compensation

The 2010 Equity Incentive Plan (“2010 Plan”) provides for the grant of options, restricted share units and deferred share units to the directors, officers, employees, consultants and service providers of the Company and its subsidiaries. Under the 2010 Plan, the Company has reserved for issuance Class A Subordinate Voting Shares representing up to 10% of the total outstanding Class A Subordinate Voting Shares and Class B Shares. At

F-28

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

March 31, 2013 there were 6,890,566 stock-based awards available for future grant. Total stock-based compensation expense including the total value expensed as part of the Participant Equity Loan Plan (note 11) was $3,337, $9,128 and $9,181 for the years ended March 31, 2013, 2012 and 2011, respectively.

(a) Stock options

A summary of the status of the Company’s stock options at March 31, 2013, 2012 and 2011 and changes during the year ended on those dates is as follows.

	Options Outstanding
	Number of          options			Weighted-average exercise price per option		Average remaining contractual life in years		Aggregate              intrinsic             value
Balance at March 31, 2010		—		$	—		—	$	—
Granted		1,444,500			16.22		—
Exercised		—			—		—
Forfeited		(28,500	)		15.61		—
Balance at March 31, 2011		1,416,000		$	16.24		4.37	$	152
Granted		2,172,828			5.54		—
Exercised		—			—		—
Forfeited		(588,171	)		13.06		—
Balance at March 31, 2012		3,000,657		$	9.11		3.97	$	—
Granted		1,172,000			1.50		—
Exercised		—			—		—
Forfeited		(1,084,462	)		7.39		—
Balance at March 31, 2013		3,088,195		$	6.86		3.42	$	37
Exercisable at March 31, 2013		287,612		$	14.56		—	$	—

The aggregate intrinsic value in the table above represents the total intrinsic value (the aggregate difference between the closing stock price of the Company’s Class A Subordinate Voting Shares on March 31, 2013, 2012 and 2011 and the exercise price of in-the-money options) that would have been received by the option holders if all in-the-money options had been exercised on that date.

Stock-based compensation expense related to options included in selling, marketing and administration expense and research and development expense for the year ended March 31, 2013 was $1,249 (March 31, 2012 – $2,528; March 31, 2011 – $1,105). As at March 31, 2013, the total compensation cost not yet recognized related to stock options was $1,676. This amount is expected to be recognized over the next 47 months on a weighted-average basis.

F-29

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

The weighted-average fair value of the stock options granted was calculated using the BSM option-pricing model with the following assumptions.

	Year ended March 31,
	2013			2012			2011
Fair value of stock options granted during the year	$	0.72		$	2.00		$	5.59
Assumptions
Risk-free interest rate		0.49% - 0.89	%		0.60% - 1.43	%		0.96% - 1.49	%
Volatility		62.15 - 64.67	%		45.00	%		45.00	%
Expected life in years		4.0			4.0			4.0
Expected dividend yield		0.00	%		0.00	%		0.00	%

The amounts computed according to the model may not be indicative of the actual values realized upon the exercise of the options by the holders.

The assumed risk-free interest rate is based on the yield of a U.S. government zero coupon Treasury bill issued at the date of grant with a remaining life approximately equal to the expected term of the option. The assumed volatility used in the stock option valuation for options granted for the year ended March 31, 2013 is the Company’s historical volatility from the Company’s IPO on July 20, 2010 to the date of grant. The assumed volatility for options granted prior to April 1, 2012 was the Company’s estimate of the future volatility of the share price based on a review of the volatility of comparable public companies. The assumed expected life is the Company’s estimated expected exercise pattern of the options. The assumed dividend yield reflects the Company’s current intention to not pay cash dividends in the foreseeable future.

The Company estimates forfeitures at the time of grant based on the Company’s historical data and reviews these estimates in subsequent periods if actual forfeitures differ from those estimates. The estimated annual future forfeiture rate is 10.0% at March 31, 2013.

Change in accounting policy

As discussed in note 1(t), during the third quarter of fiscal 2013, the Company changed its method of accounting for stock-based compensation expense related to the fair value of options to the graded method from the straight-line method and has applied this change retrospectively. The total impact of this change since the plan inception was an increase in stock-based compensation of $1,548 with an offsetting increase to additional paid-in capital. The change resulted in a current year expense of $303 with an increase to the April 1, 2012 opening deficit of $1,245.

F-30

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

The following tables show the effects of the change in accounting policy on the consolidated statements of operations and consolidated balance sheets.

Consolidated Statements of Operations

	March 31, 2013						March 31, 2012				March 31, 2011
	As computed under straight-line method			As reported under graded method			As reported under straight-line method(1)		As adjusted under graded method		As reported under straight-line method(1)		As adjusted under graded method
Selling, marketing and administration	$	170,705		$	170,871		$	180,326	$	180,837	$	182,499	$	182,910
Research and development		48,776			48,811			49,807		50,032		51,333		51,431
Net (loss) income		(54,294	)		(54,495	)		31,780		31,044		69,355		68,846
(Loss) income per share
Basic	$	(0.45	)	$	(0.45	)	$	0.26	$	0.25	$	0.53	$	0.53
Diluted	$	(0.45	)	$	(0.45	)	$	0.26	$	0.25	$	0.53	$	0.53

(1) As reported figures reflect certain reclassifications that have been made to conform to current period’s presentation.

Consolidated Balance Sheets

	March 31, 2013						March 31, 2012
	As computed under straight-line method			As adjusted under graded method			As reported under straight- line method			As adjusted under graded method
Additional paid-in capital	$	41,317		$	41,518		$	32,864		$	34,109
Deficit	$	(785,629	)	$	(785,830	)	$	(730,090	)	$	(731,335	)

The change in accounting policy on the consolidated statements of cash flows in all periods impacted resulted in a decrease to net income with an offsetting increase to stock-based compensation expense with no net impact on cash provided by operating activities.

(b) Deferred share units

Deferred share units (“DSUs”) are issued to independent directors of the Company and are settled upon retirement or death. DSUs may be settled in cash or shares of the Company at the option of the Company. Compensation expense is recorded at the date of grant based on the quoted market price of the Company’s Class A Subordinate Voting Shares with an offset to additional paid-in capital.

A summary of the status of the Company’s DSUs at March 31, 2013, 2012 and 2011 and changes during the years then ended is as follows.

	Year ended March 31,
	2013		2012		2011
	Number of DSUs
Balance at beginning of year		30,000		—		—
Granted		30,000		30,000		—
Exercised		—		—		—
Forfeited		—		—		—
Balance at end of year		60,000		30,000		—

F-31

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

Compensation expense relating to DSUs for the year ended March 31, 2013 included in selling, marketing and administration expense amounted to $49 (March 31, 2012 – $175; March 31, 2011 – zero).

(c) Restricted share units

Restricted share units (“RSUs”) are issued to executives of the Company and may be settled in cash or shares of the Company at the option of the Company.

A summary of the status of the Company’s RSUs at March 31, 2013, 2012 and 2011 and changes during the years then ended is as follows.

	Year ended March 31,
	2013			2012			2011
	Number of RSUs
Balance at beginning of year		595,075			—			—
Granted		2,680,000			655,100			—
Exercised		(140,313	)		—			—
Forfeited		(1,215,301	)		(60,025	)		—
Balance at end of year		1,919,461			595,075			—

During the year ended March 31, 2013, the Company issued 2,483,000 (March 31, 2012 – 250,850) time-based RSUs which vest evenly over three years of which 741,801 were forfeited in the year ended March 31, 2013 (March 31, 2012 – 19,900). Time-based RSUs are fair valued at the date of grant and compensation expense is recognized on a graded basis over the vesting period with an offset to additional paid-in capital. Compensation expense relating to time-based RSUs for the year ended March 31, 2013 included in selling, marketing and administration expense and research and development expense amounted to $1,389 (March 31, 2012 – $636; March 31, 2011 – zero).

During the year ended March 31, 2013, 140,313 time-based RSUs vested with a fair value at the date of grant of $556. 25,298 of these vested RSUs were settled through the transfer of 140,313 Class A Subordinate Voting Shares to holders of the vested RSUs. To effect this settlement, the Company purchased 25,298 Class A Subordinate Voting Shares from a wholly owned subsidiary. These shares had been acquired by the subsidiary from former participants of the Participant Equity Loan Plan (note 11(b)). The Company purchased the shares from the subsidiary at their fair market value at the date of settlement. The remaining 115,015 vested RSUs were settled through the issuance of treasury shares (note 11(d)).

During the year ended March 31, 2013, the Company also issued 197,000 (March 31, 2012 – 404,250) performance-based RSUs to executives of the Company of which 473,500 were forfeited in the year ended March 31, 2013. These performance-based RSUs vest after three years upon meeting total shareholder return performance criteria measured against a group of peer companies. Performance-based RSUs are fair valued at the date of grant and compensation expense is recorded on a straight-line basis over the vesting period with an offset to additional paid-in capital. Compensation expense relating to performance-based RSUs for the year ended March 31, 2013 included in selling, marketing and administration expense and research and development expense amounted to a recovery of $332 (March 31, 2012 – expense of $546; March 31, 2011 – zero).

As at March 31, 2013, estimated total compensation expense not yet recognized related to all RSUs was $1,603 which is expected to be recognized over the next 32 months.

F-32

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

13. Income taxes

Income tax expense differs from the amount that would be computed by applying the combined Canadian federal and provincial statutory income tax rates to income before income taxes.

The reasons for these differences are as follows.

	Year ended March 31,
	2013			2012			2011
(Loss) income before income taxes
Domestic	$	(14,139	)	$	43,098		$	113,971
Foreign		(49,334	)		(5,138	)		(9,813	)
	$	(63,473	)	$	37,960		$	104,158
Combined tax rate		25.00	%		26.13	%		27.89	%
Expected income tax (recovery) expense		(15,868	)		9,919			29,050
Adjustments
Non-deductible, non-taxable items		2,138			3,880			2,886
Impairment of goodwill		8,543			—			—
Variation in foreign tax rates		275			1,232			830
Deferred income tax rate differences		305			391			464
Change in valuation allowance		1,296			(1,119	)		3,107
Investment tax credits—current year		(5,471	)		(5,542	)		(4,285	)
Investment tax credits—prior years		(172	)		(3,758	)		—
Other		(24	)		1,913			3,260
Income tax (recovery) expense	$	(8,978	)	$	6,916		$	35,312

The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities are presented below.

	March 31, 2013			March 31, 2012
Deferred income tax assets
Inventory	$	—		$	124
Non-capital losses		4,417			—
Foreign non-capital losses		5,430			4,133
Allowance for doubtful receivables		76			—
Derivative contracts		241			181
Deferred revenue		30,493			31,462
Accrued restructuring obligation		1,804			1,965
Accrued warranty obligation		5,038			4,448
Other		1,657			581
Valuation allowance		(5,832	)		(4,536	)
		43,324			38,358
Deferred income tax liabilities
Inventory		96			—
Intangible assets		4,970			6,827
Property and equipment		572			335
Long-term debt		1,570			2,225
Investment tax credits		3,552			2,969
Deferred financing fees		425			966
		11,185			13,322
Net deferred income tax asset	$	32,139		$	25,036

F-33

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

	March 31, 2013			March 31, 2012
Deferred income tax asset—current	$	16,056		$	14,026
Deferred income tax asset—long-term		22,321			19,897
Deferred income tax liability—long-term		(6,238	)		(8,887	)
	$	32,139		$	25,036

The Company had consolidated non-capital losses for income tax purposes of $35,529 at March 31, 2013 (March 31, 2012 – $13,702; March 31, 2011 – $13,589), of which $22,769 will expire at various times through 2033 and $12,760 will carry forward indefinitely.

In assessing the recording of deferred tax assets, management considers whether it is more likely than not that some portion of or all of the deferred tax assets will be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. To the extent that any portion of the deferred tax assets is not more likely than not to be realized, a valuation allowance has been provided.

The Company and its Canadian subsidiaries file federal and provincial income tax returns in Canada, its U.S. subsidiary files federal and state income tax returns in the U.S. and its other foreign subsidiaries file income tax returns in their respective foreign jurisdictions. The Company and its subsidiaries are generally no longer subject to income tax examinations by tax authorities for years before March 31, 2007. Tax authorities in Canada and the U.S. are conducting examinations of local tax returns for various taxation years ending after March 31, 2007. Notwithstanding management’s belief in the merit of the Company’s tax filing position, it is possible that the final outcome of any audits by taxation authorities may differ from estimates and assumptions used in determining the Company’s consolidated tax provision and accruals, which could result in a material effect on the consolidated income tax provision and the net income for the period in which such determinations are made.

Notwithstanding management’s belief in the merit of the Company’s tax filing positions, it is reasonably possible that the Company’s unrecognized tax benefits, if any, could significantly increase or decrease within the next twelve months, although this change is not likely to have a material impact on the Company’s effective tax rate. Future changes in management’s assessment of the sustainability of tax filing positions may impact the Company’s income tax liability.

The Company recognizes interest related to income taxes in interest expense and penalties related to income taxes in selling, marketing and administration expense in the consolidated statement of operations. The amount of gross interest and penalties accrued was nil at March 31, 2013 and $52 at March 31, 2012. The Company recognized interest and penalty expense related to tax matters of $29, $69 and $86 for the years ended March 31, 2013, 2012 and 2011, respectively.

F-34

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

14. Product warranty

The change in the Company’s accrued warranty obligation for the years ended March 31, 2013, 2012 and 2011 is summarized in the following table.

	Year ended March 31,
	2013			2012			2011
Accrued warranty obligation at beginning of year	$	17,514		$	11,543		$	10,840
Actual warranty costs incurred		(13,765	)		(13,498	)		(14,041	)
Warranty provision		16,373			19,820			13,494
Adjustments for changes in estimate		31			—			725
Currency translation adjustment		(359	)		(351	)		525
Accrued warranty obligation at end of year	$	19,794		$	17,514		$	11,543

15. (Loss) Earnings per share amounts

	Year ended March 31,
	2013			2012		2011
Net (loss) income for basic and diluted earnings per share available to common shareholders	$	(54,495	)	$	31,044	$	68,846
Weighted-average number of shares outstanding—basic		120,744,832			122,726,275		130,775,288
Effect of dilutive securities—stock-based compensation		—			643,768		—
Weighted-average number of shares outstanding—diluted		120,744,832			123,370,043		130,775,288
(Loss) earnings per share
Basic	$	(0.45	)	$	0.25	$	0.53
Diluted	$	(0.45	)	$	0.25	$	0.53

The Company uses the treasury stock method to calculate diluted earnings per share. The weighted-average number of shares outstanding for the year ended March 31, 2013 reflects Class A Subordinate Voting Shares and Class B Shares outstanding on a pro-rata basis from April 1, 2012 to March 31, 2013. Options to purchase 3,088,195 Class A Subordinate Voting Shares were outstanding at March 31, 2013. All dilutive securities including options to purchase Class A Subordinate Voting Shares, DSUs and RSUs are excluded from the computation of diluted loss per share for year ended March 31, 2013 as their impact is anti-dilutive.

The weighted-average number of shares outstanding for the year ended March 31, 2012 reflects Class A Subordinate Voting Shares and Class B Shares outstanding on a pro-rata basis from April 1, 2011 to March 31, 2012. Options to purchase 3,000,657 Class A Subordinate Voting Shares were outstanding at March 31, 2012. During the year ended March 31, 2012, 375,959 options had an exercise price lower than the weighted-average trading price of underlying Class A Subordinate Voting Shares and are included in the calculation of diluted earnings per share. All other options were excluded from the computation of diluted earnings per share because their exercise prices exceeded the trading price of the underlying Class A Subordinate Voting Shares during the year ended March 31, 2012. Diluted earnings per share includes the dilutive impact of outstanding DSUs and RSUs for the year ended March 31, 2012.

The weighted average number of shares outstanding for the year ended March 31, 2011 reflects voting common shares and non-voting shares outstanding on a pro-rata basis from April 1, 2010 to June 8, 2010, the

F-35

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

date of the 2010 Reorganization and Class A Subordinate Voting Shares and Class B Shares outstanding on a pro-rata basis from June 9, 2010 to March 31, 2011, after giving retroactive effect to the one-for-two reverse share split effected June 24, 2010 for the Class A Subordinate Voting Shares and the Class B Shares. Options to purchase 1,416,000 Class A Subordinate Voting Shares were outstanding at March 31, 2011 of which 137,000 options had an exercise price lower than the weighted-average trading price of underlying Class A Subordinate Voting Shares during the year ended March 31, 2011. These options were excluded from the calculation of diluted earnings per share because the combined exercise price and unamortized fair value is greater than the average trading price of the Class A Subordinate Voting shares for the year ended March 31, 2011 and therefore their inclusion would have been anti-dilutive. All other options were excluded from the computation of diluted earnings per share because their exercise prices exceeded the trading price of the underlying Class A Subordinate Voting Shares during the year ended March 31, 2011.

16. Commitments and contingencies

(a) Commitments

	Fiscal year ending March 31,
	2014		2015		2016		2017		2018 and thereafter		Total
Operating leases	$	5,790	$	5,071	$	4,522	$	4,246	$	13,569	$	33,198
Derivative contracts		679		283		—		—		—		962
Long-term debt repayments
Long-term debt		3,050		285,175		—		—		—		288,225
Future interest obligations on long-term debt		9,555		3,896		—		—		—		13,451
Purchase commitments		92,769		4,030		1,578		—		—		98,377
Total	$	111,843	$	298,455	$	6,100	$	4,246	$	13,569	$	434,213

The operating lease commitments relate primarily to office and warehouse space and represent the minimum commitments under these agreements. The Company incurred rental expense of $3,418, $5,156 and $4,795 for the years ended March 31, 2013, 2012 and 2011, respectively.

The derivative contracts represent minimum commitments under interest rate contracts based on the forward strip for each instrument through the contract term.

Long-term debt commitments represent the minimum principal repayments required under the long-term debt facility.

Purchase commitments represent commitments for raw materials, finished goods from contract manufacturers, as well as certain information systems and licensing costs.

Commitments have been calculated using foreign exchange and interest rates in effect at March 31, 2013. Fluctuations in these rates may result in actual payments differing from those reported in the above table.

(b) Securities Class Actions

On March 13, 2013, the Company announced that an agreement in principle had been reached with the plaintiffs in the U.S. and Canadian shareholder class action lawsuits involving the Company, In re SMART

F-36

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

Technologies Inc. Shareholder Litigation, pending in the United States District Court for the Southern District of New York, and Tucci v. SMART Technologies Inc., et al., pending in the Ontario Superior Court of Justice (the “Actions”). Pursuant to the settlement terms, the parties have agreed to settle the Actions, releasing the alleged claims and all related claims, subject to various conditions, including appropriate class notice, court approvals and the dismissal of related putative class claims in Harper v. SMART Technologies Inc., et al., currently pending in the Superior Court of the State of California. The proposed settlement will be funded entirely by insurance maintained by the Company.

In re SMART Technologies Inc. Securities Litigation

Beginning in December 2010, several putative class action complaints against the Company and other parties were filed in the U.S. District Courts in New York and Illinois on behalf of the purchasers of the Class A Subordinate Voting Shares in the Company’s IPO. The complaints alleged certain violations of federal securities laws in connection with the IPO. After a series of motions, the court-appointed Lead Plaintiff, the City of Miami General Employees’ and Sanitation Employees’ Retirement Trust, filed a consolidated amended class action complaint in the New York court in November 2011. A motion to dismiss the case was filed by the defendants on January 6, 2012 and, on April 3, 2012, the Court granted in part and denied in part the motion. A Second Amended Complaint was filed on April 23, 2012 and the Company filed a motion to dismiss the amended claims on May 11, 2012. On August 21, 2012, the Court denied the Company’s motion to dismiss the amended claims. On January 11, 2013, the Court issued an order certifying a class defined as: “All persons or entities who purchased or otherwise acquired (and did not sell) SMART common stock in the United States prior to November 10, 2010, pursuant or traceable to the Offering Materials. With respect to claims brought under section 12(a)(2), the class is limited to U.S. purchasers of SMART stock in the July 14, 2010, initial public offering.” In light of the proposed settlement described above, the Court has stayed all proceedings and will be considering a motion seeking approval of the settlement. The motion seeking preliminary approval of the settlement, and authorizing notice to the class, was filed with the Court on April 30, 2013.

Tucci v. SMART Technologies Inc. et al.

In February 2011, a class proceeding was commenced in the Ontario Superior Court of Justice on behalf of purchasers of the Class A Subordinate Voting Shares issued in conjunction with the IPO (the “Lefever/Runnels Action”). A second class proceeding was subsequently initiated by the same law firm with an Ontario-based representative plaintiff in May 2011 (the “Tucci Action”). The certification motion in the Tucci Action was heard on February 1, 2013. While the parties consented to certain terms of certification, including terms dismissing the Lefever/Runnels Action, the court heard arguments as to whether secondary market purchasers should be included in the class definition to be certified in the Tucci Action. On February 4, 2013, the court released its decision and certified a class limited to primary market purchasers of SMART shares during the IPO from underwriters domiciled in Canada. The court refused to certify the claims alleged on behalf of secondary market purchasers in the Tucci Action. On February 12, 2013 the plaintiff in the Tucci action served a notice of motion for leave to appeal the certification decision. However, the motion is in abeyance as a result of the proposed settlement as described above.

Harper v. SMART Technologies Inc. et al.

In September 2011, an additional putative class proceeding was commenced in the Superior Court of the State of California, County of San Francisco on behalf of purchasers of the Class A Subordinate Voting Shares. The Company is of the view that this proceeding is not materially different than the aforementioned matter being

F-37

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

heard in the Southern District of New York. In October 2011, the defendants removed the case to the U.S. District Court for the Northern District of California. Thereafter, the defendants filed a motion to transfer the case to the U.S. District Court for the Southern District of New York, and plaintiffs filed a motion to remand the case to California state court. On September 28, 2012, the Court granted the plaintiff’s motion to remand the case to California state court, where it is now pending, and denied as moot the defendants’ motion to transfer. In November 2012, the defendants filed a motion to stay the Harper action pending resolution of SMART Technologies Inc. Securities Litigation in the Southern District of New York. That motion remains pending. As discussed above, dismissal of the class claims in Harper is a condition of the proposed settlement of the In re SMART Technologies and Tucci v. SMART Technologies cases.

All of the claims in Canada and the U.S. are essentially based on the allegation that SMART misrepresented or omitted to fully disclose demand for its products.

In the event that the proposed settlement is not finalized and implemented, the Company is not able to make any determination with respect to the likelihood or amount of any damages that might be awarded against us in connection with such proceedings (or any related proceedings) as the discovery process in the foregoing litigation proceedings have not yet been completed.

(c) Indemnities and Guarantees

In the normal course of business, the Company enters into guarantees that provide indemnification and guarantees to counterparties to secure sales agreements and purchase commitments. Should the Company be required to act under such agreements, it is expected that no material loss would result.

As a result of the U.S. and Canadian class action IPO litigations, as described in the “Securities Class Actions” section above, the Company may be required, subject to certain limitations, to indemnify the following parties: the underwriters pursuant to the underwriting agreement entered into in connection with the IPO; Intel Corporation, Apax Partners and IFF Holdings Inc. pursuant to a registration rights agreement entered into in 2007 and amended and restated in connection with the IPO; and the directors and officers of SMART Technologies Inc. pursuant to indemnification agreements entered into by the Company and each director and officer on or about the time of their appointment to their respective office.

17. Segment disclosure

The Company reports segment information as a single reportable business segment based upon the manner in which related information is organized and managed. The Company’s operations are substantially related to the design, development and sale of hardware and software of interactive displays and related products that enable group collaboration and learning.

F-38

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

The Company conducts business globally. Revenue information relating to the geographic locations in which the Company sells products is as follows.

	Year ended March 31,
	2013		2012		2011
Revenue
United States	$	329,427	$	432,659	$	497,726
Canada		43,636		54,237		60,669
Europe, Middle East and Africa		166,232		183,920		175,472
Rest of World		50,075		74,984		56,188
	$	589,370	$	745,800	$	790,055

For the years ended March 31, 2013, 2012 and 2011, no single customer accounted for more than 10% of revenues.

Most of the Company’s assets are held in Canada. As a result of the acquisition of NextWindow on April 21, 2010 (note 2), one country outside Canada, New Zealand, has more than 10% of the Company’s total consolidated long-lived assets at March 31, 2013. Total long-lived assets in New Zealand amounted to $25,810 and total long-lived assets outside of Canada amounted to $30,056 at March 31, 2013.

18. Financial instruments

The Company’s financial instruments consist of foreign exchange and interest rate derivative instruments and other financial instruments including cash and cash equivalents, trade receivables, accounts payable, accrued and other current liabilities and long-term debt.

The Company uses derivatives to partially offset its exposure to foreign exchange risk and interest rate risk. The Company enters into derivative transactions with high credit quality counterparties and, by policy, seeks to limit the amount of credit exposure to any one counterparty based on an analysis of the counterparty’s relative credit standing. The Company does not use derivative financial instruments for trading or speculative purposes.

(a) Foreign exchange rate risk

Foreign exchange rate risk is the risk that fluctuations in foreign exchange rates could impact the Company. The Company operates globally and is exposed to significant foreign exchange risk, primarily between the Canadian dollar and both the U.S. dollar (“USD”), and the Euro (“EUR”). This exposure relates to our U.S. dollar-denominated debt, the sale of our products to customers globally and purchases of goods and services in foreign currencies. The Company seeks to manage its foreign exchange risk by monitoring foreign exchange rates, forecasting its net foreign currency cash flows and periodically entering into forward contracts and other derivative contracts to convert a portion of its forecasted foreign currency denominated cash flows into Canadian dollars for the purpose of paying Canadian dollar denominated operating costs. The Company may also enter into forward contracts and other derivative contracts to manage its cash flows in other currencies.

These programs reduce, but do not entirely eliminate, the impact of currency exchange movements. The Company currently does not apply hedge accounting to its currency derivatives. The maturity of these instruments generally occurs within 12 months. Gains or losses resulting from the fair valuing of these instruments are reported in foreign exchange loss (gain) in the consolidated statements of operations.

F-39

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

(b) Interest rate risk

Interest rate risk is the risk that the value of a financial instrument will be affected by changes in market interest rates. The Company’s financing includes long-term debt and revolving credit facilities that bear interest based on floating market rates. Changes in these rates result in fluctuations in the required cash flows to service this debt. The Company partially mitigates this risk by periodically entering into interest rate swap agreements to fix the interest rate on certain long-term variable-rate debt. The Company currently does not apply hedge accounting to its interest rate derivatives. Changes in the fair value of these interest rate derivatives are included in interest expense in the consolidated statements of operations.

(c) Credit risk

Credit risk is the risk that the counterparty to a financial instrument fails to meet its contractual obligations, resulting in a financial loss to the Company.

The Company sells hardware and software that enables group collaboration and learning to a diverse customer base over a global geographic area. The Company evaluates collectability of specific customer receivables based on a variety of factors including currency risk, geopolitical risk, payment history, customer stability and other economic factors. Collectability of receivables is reviewed on an ongoing basis by management and receivables accounts are adjusted as required. Receivables balances are charged against the allowance when the Company determines that it is probable that the receivable will not be recovered. The geographic diversity of the customer base, combined with the Company’s established credit approval practices and ongoing monitoring of customer balances, mitigates this counterparty risk (note 5).

Fair value measurements

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a three-tier value hierarchy, which prioritizes the inputs in the valuation methodologies in measuring fair value:

Level 1—Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.

Level 2—Observable inputs other than quoted market prices included in level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active or inputs that are observable or can be corroborated by observable market data.

Level 3—Significant unobservable inputs which are supported by little or no market activity and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

F-40

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis.

March 31, 2013

	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	117,065	$	—	$	—	$	117,065
Derivative instruments		—		463		—		463
Total assets	$	117,065	$	463	$	—	$	117,528
Liabilities
Derivative instruments	$	—	$	1,602	$	—	$	1,602
Total liabilities	$	—	$	1,602	$	—	$	1,602

March 31, 2012

	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	76,114	$	—	$	—	$	76,114
Derivative instruments		—		891		—		891
Total assets	$	76,114	$	891	$	—	$	77,005
Liabilities
Derivative instruments	$	—	$	908	$	—	$	908
Total liabilities	$	—	$	908	$	—	$	908

(a) Fair value of derivative contracts

March 31, 2013

	Fair value			Contract expiry		Rates		Notional amounts of quantity
Foreign exchange forward derivative contracts	$	(382 (111 316	)  )		Apr 2013 to Dec 2013 Apr 2013 to Dec 2013 Apr 2013 to Nov 2013		0.9938 - 1.0325 1.2485 - 1.3431 1.5780 - 1.6162	USD 24,000 EUR 18,000 GBP 6,500
	$	(177	)
Interest rate derivative contracts	$	(962	)		Aug 2014		0.750% - 0.945%	50% of the outstanding principal on the first lien term loan over the contract term

F-41

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

March 31, 2012

	Fair value			Contract expiry		Rates		Notional amounts of quantity
Foreign exchange forward derivative contracts	$	749 95 (144	)		Apr 2012 to Jan 2013 Apr 2012 to Jan 2013 Apr 2012 to Feb 2013		0.9798 - 1.0617 1.3304 - 1.3617 1.5556 - 1.6068	USD 24,000 EUR 7,000 GBP 7,500
	$	700
Interest rate derivative contracts	$	(717	)		Aug 2014		0.750% - 0.945%	50% of the outstanding principal on the first lien term loan over the  contract term

The Company enters into foreign exchange forward derivative contracts to economically hedge its risks in the movement of foreign currencies against the Company’s functional currency of the Canadian dollar. The fair value of foreign exchange derivative contracts of $463 is included in other current assets at March 31, 2013 (March 31, 2012 – $891). The fair value of foreign exchange derivative contracts of $640 is included in accrued and other current liabilities at March 31, 2013 (March 31, 2012 – $191). Changes in the fair value of these contracts are included in foreign exchange loss (gain). The Company recorded losses of $131 and $748 and a gain of $744 for the years ended March 31, 2013, 2012 and 2011, respectively.

The fair value of interest rate derivative contracts included in accrued and other current liabilities is $679 at March 31, 2013 (March 31, 2012 – $484). The fair value of interest rate derivative contracts included in other long-term liabilities is $283 at March 31, 2013 (March 31, 2012 – $233). Changes in the fair value of these contracts are included in interest expense. The Company recorded a loss of $245 and gains of $604 and $3,931 for the years ended March 31, 2013, 2012 and 2011, respectively.

The estimated fair values of foreign exchange and interest rate derivative contracts are derived using complex financial models with inputs such as benchmark yields, time to maturity, reported trades, broker/dealer quotes, issuer spreads and discount rates.

Considerable judgment is required in developing the estimates of fair value. Therefore, estimates are not necessarily indicative of the amounts the Company could expect to realize in a liquidation or unwinding of an existing contract.

(b) Long-term debt

The estimated fair value of the Company’s long-term debt has been determined based on current market conditions by discounting future cash flows under current financing arrangements at borrowing rates believed to be available to the Company for debt with similar terms and remaining maturities.

The fair value of debt was measured utilizing Level 3 inputs. The Level 3 fair value measurements utilize a discounted cash flow model. This model utilizes observable inputs such as contractual repayment terms and benchmark forward yield curves and other inputs such as a discount rate that is intended to represent our credit risk for secured or unsecured obligations. The Company estimates its credit risk based on the corporate credit rating and the credit rating on its variable-rate long-term debt and utilizes benchmark yield curves that are widely used in the financial industry.

F-42

SMART Technologies Inc.

Notes to Consolidated Financial Statements—(Continued)

(thousands of U.S. dollars, except per share amounts, and except as otherwise indicated)

For the years ended March 31, 2013, 2012 and 2011

The carrying value and fair value of the Company’s long-term debt as at March 31, 2013 and March 31, 2012, are as follows.

	March 31, 2013				March 31, 2012
	Carrying amount		Fair value		Carrying amount		Fair value
Variable-rate long-term debt	$	288,225	$	289,844	$	291,275	$	289,340

(c) Other financial assets and liabilities

The fair values of cash and cash equivalents, trade receivables and accounts payable and accrued and other current liabilities approximate their carrying amounts due to the short-term maturity of these instruments. A portion of these items are denominated in currencies other than the Canadian dollar functional currency of the Company including the U.S. dollar, Euro and British pound sterling and are translated at the exchange rate in effect at the balance sheet date.

19. Subsequent event

In December 2012, the Company signed a purchase and sale agreement to execute a sale-leaseback of its global headquarters building located in Calgary, Canada. The transaction closed on May 7, 2013 for net proceeds of approximately $77,000. The term of the lease is 20 years with annual rental payments of $5,945, subject to an 8% escalation every five years. The Company expects to account for the lease as a capital lease. The Company repaid $10,000 of the First lien facility from the proceeds of the sale.

20. Comparative figures

Certain reclassifications have been made to prior periods’ figures to conform to the current period’s presentation.

F-43

EXHIBIT INDEX

Exhibit No.	Description
1.1(1)	Articles of Incorporation of the Registrant
1.2(2)	Articles of Amendment of the Registrant
1.3(2)	Articles of Amendment of the Registrant
1.4(3)	Amended and Restated By-laws of the Registrant
2.1(4)	Specimen certificate evidencing Class A Subordinate Voting Shares
2.2(4)	Securityholders Agreement, dated as of June 28, 2010, among SMART Technologies Inc. and the shareholders of SMART Technologies Inc. named therein
2.3(3)	Amendment No. 1 to Securityholders Agreement, dated as of January 22, 2013, among SMART Technologies Inc. and the shareholders of SMART Technologies Inc. named therein
4.1(1)	Amalgamation Agreement, dated as of June 8, 2010, between School Amalco Ltd. and SMART Technologies Inc.
4.2(1)	Form of Amended and Restated Registration Rights Agreement, among SMART Technologies Inc. and the shareholders of SMART Technologies Inc. named therein.
4.3(3)	Amended and Restated Equity Incentive Plan
4.4(3)	Form of Stock Option Agreement
4.5(3)	Form of RSU Agreement for U.S. Participants
4.6(3)	Form of Performance RSU Agreement for U.S. Participants
4.7(3)	Form of Notice of Deferred Share Unit Award for U.S. Participants
4.8(3)	2012 Discretionary Management Bonus Plan
4.9(3)	2013 Discretionary Management Bonus Plan
4.10(3)	Amended and Restated Participant Equity Loan Plan (PELP)
4.11(3)	Amended and Restated Loan Agreement (PELP)
4.12(3)	Amended and Restated Pledge Agreement (PELP)
4.13(3)	Executive Employment Agreement, dated as of October 12, 2012, between SMART Technologies Inc. and Warren Barkley
4.14(3)	Supplemental Letter Agreement, dated October 12, 2012, between SMART Technologies Inc. and Warren Barkley
4.15(3)	Executive Employment Agreement, dated as of October 4, 2012, between SMART Technologies Inc. and Neil Gaydon
4.16(3)	Supplemental Letter Agreement, dated October 4, 2012, between SMART Technologies Inc. and Neil Gaydon
4.17(3)	Further Amended and Restated Executive Employment Agreement, dated as of January 1, 2013, between SMART Technologies Inc. and Jeffrey Losch
4.18(3)	Executive Employment Agreement, dated as of November 21, 2012, between SMART Technologies Inc. and Kelly Schmitt
4.19(3)	Supplemental Letter Agreement, dated November 23, 2012, between SMART Technologies Inc. and Kelly Schmitt
4.20(1)	Form of Indemnity Agreement

1

Exhibit No.	Description
4.21(1)	First Lien Credit Agreement, dated as of August 28, 2007 among SMART Technologies (Holdings) Inc., SMART Technologies ULC, Deutsche Bank AG, Canada Branch and the other lenders party thereto
4.22(3)	Lease between HOOPP Realty Inc., as Landlord, and SMART Technologies Inc., as Tenant
8.1(3)	Subsidiaries of the Registrant
11.1(3)	Code of Conduct
11.2(3)	Code of Ethics for CEO and Senior Financial Officers
12.1(3)	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2(3)	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1(3)	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2(3)	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1(3)	Consent of KPMG LLP, Independent Registered Public Accounting Firm
101.INS(3)(5)	XBRL Instance Document
101.SCH(3)(5)	XBRL Taxonomy Extension Schema Document
101.CAL(3)(5)	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF(3)(5)	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB(3)(5)	XBRL Taxonomy Extension Label Linkbase Document
101.PRE(3)(5)	XBRL Taxonomy Extension Presentation Linkbase Document

(1) Previously filed as an exhibit to the Registrant’s registration statement on Form F-1 (No. 333-167738), filed with the SEC on January 24, 2010, and incorporated herein by reference.

(2) Previously filed as an exhibit to Amendment No. 2 to the Registrant’s registration statement on Form F-1 (No. 333-167738), filed with the SEC on July 12, 2010, and incorporated herein by reference.

(3) Filed herewith.

(4) Previously filed as an exhibit to Amendment No. 1 to the Registrant’s registration statement on Form F-1 (No. 333-167738), filed with the SEC on June 28, 2010, and incorporated herein by reference.

(5) This Interactive Data File is deemed not filed or part of an annual report for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

2

EX-1.4

Exhibit 1.4

SMART Technologies Inc.

BY-LAW NO. 1

A by-law relating generally to the conduct

of the business and affairs of

SMART Technologies Inc.

Amended and Restated Effective February 6, 2013

SMART Technologies Inc.

BY-LAW NO. 1

Table of Contents

		Page
	PART ONE INTERPRETATION
1.01	Definitions		1
1.02	Construction		2
	PART TWO BUSINESS OF THE CORPORATION
2.01	Execution of Instruments		2
2.02	Corporate Seal		2
2.03	Voting Rights in Other Entities		2
2.04	Financial Year		2
	PART THREE BORROWING
3.01	Borrowing Power		2
3.02	Delegation		3
	PART FOUR COMPOSITION OF BOARD; COMMITTEES
4.01	Number		3
4.02	Nomination of Class B Nominees		3
4.03	Electing Directors		3
4.04	Replacement of Class B Nominees		3
4.05	Vacancies		4
4.06	Audit Committee		4
4.07	Corporate Governance and Nominating Committee		4
4.08	Compensation Committee		4
4.09	Other Committees		4
	PART FIVE DIRECTORS’ MEETINGS
5.01	Number of Directors and Quorum		5
5.02	Meetings of the Board		5
5.03	Notice		5
5.04	Chairman of Board Meetings		5
5.05	Voting		5
5.06	Participation by Electronic Means		5
5.07	Director with Conflict of Interest		5
	PART SIX MEETINGS OF SHAREHOLDERS
6.01	Participation in Meetings by Electronic Means		6
6.02	Meeting Held by Electronic Means		6
6.03	Presiding Officer		6
6.04	Persons Entitled to be Present		6
6.05	Quorum		7
6.06	Scrutineers		7
6.07	Votes to Govern		7
6.08	Voting		7
6.09	Electronic Voting		7

Table of Contents

(continued)

		Page
	PART SEVEN OFFICERS
7.01	Appointment		8
7.02	Chief Executive Officer		8
7.03	Chief Operating Officer		8
7.04	Vice-Chairman		8
7.05	Vice-Presidents		8
7.06	Chairman		8
7.07	Lead Director		8
7.08	Controller		8
7.09	Secretary		9
7.10	Treasurer		9
7.11	Term of Office		9
	PART EIGHT INDEMNITY
8.01	Limitation of Liability		9
8.02	Indemnity		10
	PART NINE SHARE CERTIFICATES
9.01	Securities Registrars, Transfer Agents and Dividend Disbursing Agents		11
9.02	Deceased Shareholder		11
9.03	Lost, Defaced or Destroyed Certificates		11
9.04	Endorsement on all Class B Shares		11
	PART TEN DIVIDENDS AND RIGHTS
10.01	Dividend		12
10.02	Dividend Cheques		12
10.03	Non-receipt of Cheques		12
10.04	Unclaimed Dividends		12
	PART ELEVEN NOTICES
11.01	Method of Giving Notices		12
11.02	Notice to Joint Shareholders		13
11.03	Computation of Time		13
11.04	Omissions and Errors		13
11.05	Persons Entitled by Death or Operation of Law		13
	PART TWELVE EFFECTIVE DATE
12.01	Effective Date		13

-ii-

BY-LAW NO. 1

A by-law relating generally to the conduct of the business and affairs of SMART Technologies Inc.

PART ONE

INTERPRETATION

1.01 Definitions

In this By-Law, unless the context otherwise requires:

(a) “Act” means the Business Corporations Act (Alberta) and the regulations made thereunder and any statute and regulations that may be substituted therefor, as from time to time amended;

(b) “Articles” means the Articles of Incorporation of the Corporation as from time to time amended or restated;

(c) “Board” means the board of directors of the Corporation;

(d) “By-Laws” means this By-Law No. 1 and all other by-laws of the Corporation from time to time in force and effect;

(e) “Class B Nominee” means a director who was nominated by the Class B Shareholders;

(f) “Class B Shareholders” means the holders of Class B Shares from time to time;

(g) “Class B Shares” means Class B Common Shares in the capital of the Corporation;

(h) “Corporation” means SMART Technologies Inc.;

(i) “Independent” means a person who is: (A) independent of the Corporation under applicable law for the purposes of serving on a committee of the Board; and (B) a Non-Affiliate;

(j) “Non-Affiliate” means a person who is: (A) not a Class B Nominee of any Class B Shareholder; and (B) not a director, officer, employee, contractor, agent or representative of any Class B Shareholder; and (C) acting at arm’s length with each Class B Shareholder;

(k) “Recorded Address” means in the case of a shareholder the address as recorded in the securities register; in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; and in the case of a director, officer, auditor or member of a committee of the Board, the latest address for such person as recorded in the records of the Corporation or, in the case of a director, in the last notice of directors filed under the Act; and

(l) “Signing Officer” means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by Section 2.01 or by a resolution passed pursuant thereto.

All terms and expressions defined in the Act and used herein shall have the same meaning herein as in the Act.

1.02 Construction

Words importing the singular include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts and unincorporated associations.

PART TWO

BUSINESS OF THE CORPORATION

2.01 Execution of Instruments

All instruments and documents of whatsoever kind may be signed on behalf of the Corporation by the Chairman, the Vice-Chairman, the Chief Executive Officer, the President, a Vice-President or a director together with another one of the foregoing persons or together with the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer. The Board may, however, by resolution authorize another person or persons by whom, and the manner in which, any particular instrument or document or class of instruments or documents may or shall be signed, including the use of facsimile reproductions of signatures and the use of a corporate seal or a facsimile reproduction thereof.

2.02 Corporate Seal

The Corporation may but need not have a corporate seal. Any corporate seal adopted for the Corporation shall be such as the board of directors may by resolution from time to time approve.

2.03 Voting Rights in Other Entities

Except when otherwise directed by the Board, Signing Officers may execute and deliver proxies which, unless required by applicable law, need not be under corporate seal of the Corporation, and arrange for the issuance of any certificate or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such certificate or other evidence shall be in favour of such person or persons as the Signing Officers executing or arranging for the issuance thereof may determine. In addition, the Board, or failing the Board, the Signing Officers, may direct the manner in which and the person or persons by whom any voting rights or class of voting rights shall be exercised.

2.04 Financial Year

Until changed by resolution of the Board, the financial year of the Corporation shall end on the 31st day of March in each year.

PART THREE

BORROWING

3.01 Borrowing Power

Without limiting the borrowing powers of the Corporation as set forth in the Act, the Board may from time to time:

(a) borrow money on the credit of the Corporation;

(b) issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;

- 2 -

(c) give a guarantee on behalf of the Corporation to secure performance of an obligation of any person or give, directly or indirectly, financial assistance to any person on behalf of the Corporation by means of a loan, guarantee or otherwise; and

(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

3.02 Delegation

The Board may from time to time delegate to one or more directors or officers of the Corporation any or all of the powers set out in Section 3.01 to such extent and in such manner as the Board may determine.

PART FOUR

COMPOSITION OF BOARD; COMMITTEES

4.01 Number

The Board shall consist of such number of directors as is fixed by the Articles, or where the Articles specify a minimum and maximum number of directors, shall consist of such number of directors as is fixed by the Board up to eight (8) directors.

4.02 Nomination of Class B Nominees

The Class B Shareholders may nominate directors in connection with any meeting of shareholders where directors are to be elected, provided that at no time may the Board have more than four (4) Class B Nominees.

4.03 Electing Directors

At each annual or special meeting of the shareholders of the Corporation at which directors are to be elected, the Corporation will include in the slate of nominees proposed by the Board in the Corporation’s information circular distributed in connection with the solicitation of proxies for such meeting of shareholders, the names of the Class B Nominees.

Each Class B Shareholder will provide the other Class B Shareholders and the Corporation with written notice of any change in their respective nominees in connection with an annual or special meeting of the shareholders of the Corporation at least fifty (50) days before the meeting of the shareholders of the Corporation at which elections of directors will be held.

4.04 Replacement of Class B Nominees

If a Class B Nominee ceases to be a director (the “Departing Nominee”), the Class B Shareholder who nominated such Departing Nominee may nominate a director to replace the Departing Nominee, provided that if a replacement director is not nominated by such Class B Shareholder within thirty (30) days following the date on which the Departing Nominee ceases to be a director, the Corporate Governance and Nominating Committee (or equivalent) of the Corporation may nominate a replacement director, who must be Independent, to fill the vacancy and such nominee, if elected by the shareholders or by the Board pursuant to Section 4.05, will serve as a director until his or resignation or removal and replacement by the Class B Shareholder who nominated the Departing Nominee. Any Independent director elected by the shareholders or by the Board under this Section 4.04 will be required to submit an undated resignation at this time of his or her appointment to facilitate his or her replacement by the applicable Class B Shareholder. If a Class B Shareholder loses its right to nominate a director, the corporate governance and nominating committee (or equivalent) of the Corporation may nominate a replacement director who must be Independent.

- 3 -

4.05 Vacancies

Subject to the Act and to Section 4.04, the Board may fill a vacancy among the directors, except a vacancy resulting from an increase in the minimum number of directors or from a failure to elect the minimum number of directors required by the articles. If there has been a failure to elect the minimum number of directors required by the articles, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.

4.06 Audit Committee

The Corporation will have an audit committee (the “Audit Committee”) which will be comprised of no less than three (3) directors. The Audit Committee shall be comprised entirely of Independent directors, other than during the period when applicable securities legislation permits non-Independent directors to be members of the Audit Committee. The Audit Committee will perform such functions as determined by a majority vote of the Board, which functions will be as required by law and as are usual and customary for an audit committee of a public company.

4.07 Corporate Governance and Nominating Committee

Following the time at which the Board has at least three (3) Independent directors, the Corporation will have a corporate governance and nominating committee (the “Corporate Governance and Nominating Committee”) which will be comprised of at least three (3) directors. Each member of the Corporate Governance and Nominating Committee must be Independent. The Corporate Governance and Nominating Committee will perform such functions as determined by a majority vote of the Board, which functions will be as required by law and as are usual and customary for a corporate governance and nominating committee of a public company.

4.08 Compensation Committee

The Corporation will have a compensation committee (the “Compensation Committee”) which will be comprised of at least two (2) directors. Each member of the Compensation Committee must be Independent. The Compensation Committee will:

(a) review and determine salary, bonus and other compensation for the Executive Chairman and the Chief Executive Officer of the Corporation and its subsidiaries, and for all executive officers of the Corporation and subsidiaries who report directly to the Chief Executive Officer (including but not limited to the Chairman, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, General Counsel and any other senior employees designated for this purpose by the Compensation Committee from time to time); and

(b) such other tasks as the Board may from time to time authorize by a majority vote.

4.09 Other Committees

The Board may, by majority vote, establish committees other than the Audit Committee, the Corporate Governance and Nominating Committee and the Compensation Committee. Each Class B Nominee is entitled (but not obligated) to sit on any such other committee unless, in the good faith determination of a majority of the Independent directors (following obtaining the advice of counsel), a Class B Nominee would be in a position of an actual or perceived conflict of interest in discharging the duties of a member on such committee, in which case such Class B Nominee will not be entitled to sit on the committee giving rise to the conflict.

- 4 -

PART FIVE

DIRECTORS’ MEETINGS

5.01 Number of Directors and Quorum

A majority of the directors forms a quorum of the Board. If, as a result of the exclusion of a conflicted director from a part of a Board meeting during which the subject matter of the relevant conflict of interest is discussed, no quorum exists for the purpose of voting on a resolution, the remaining directors will be deemed to form a quorum for the purpose of voting on the resolution.

5.02 Meetings of the Board

Meetings of the Board shall be held from time to time and at such place as the Board, the Chairman, the Lead Director, the Vice-Chairman, the Chief Executive Officer or any two directors may from time to time determine. The Secretary shall call a meeting of the Board when directed to do so by the Chairman, the Lead Director, the Vice-Chairman, the Chief Executive Officer or any two directors.

5.03 Notice

No notice need be given of the first meeting of the Board following a meeting of shareholders at which directors are elected if such meeting of the Board is held immediately after the meeting of shareholders. Notice of all other meetings of the Board shall be delivered, mailed or communicated by means of telephonic, electronic or any other communications facilities to each director not less than five (5) calendar days prior to the date when the meeting is to be held, except where the persons who fix the time and date of the meeting under Section 5.02 (acting reasonably) determine that the meeting is extraordinary and urgent, in which case the notice may be given twenty-four (24) hours prior to the time when the meeting is to be held.

5.04 Chairman of Board Meetings

The chairman of any meeting of the Board shall be the first mentioned of the following officers who is also a director and is present or deemed to be present at the meeting: the Chairman, the Lead Director, the Vice-Chairman, the Chief Executive Officer, the President or a Vice-President. If no such officer is present, the directors shall choose one of their number to chair the meeting.

5.05 Voting

At all Board meetings every question shall be decided by a majority of the votes cast thereon. In case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote.

5.06 Participation by Electronic Means

A director may, if all the directors of the Corporation consent, participate in a meeting of directors or of any committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, and a director participating in a meeting by those means is deemed for the purposes of the Act and the By-Laws to be present at that meeting. Any such consent of a director may be validly given before or after the meeting to which it relates and may be given with respect to all meetings of directors or of any committees of directors held while a director holds office.

5.07 Director with Conflict of Interest

(1) Any director who has a conflict of interest or potential conflict of interest with the Corporation shall:

(a) disclose the conflict of interest or potential conflict of interest in a timely manner to the Board;

- 5 -

(b) recuse himself from any meeting where the subject matter of the conflict of interest or potential conflict of interest is to be considered, failing which the chairman of the meeting shall have the authority to direct such director to recuse himself from such meeting; and

(c) not vote on the matter.

(2) Notwithstanding the foregoing Section 5.07(1), if the subject matter of the conflict of interest or potential conflict of interest relates primarily to the director’s remuneration as a director of the Corporation or to indemnity or insurance available to directors, the director may participate fully in consideration and voting, and will be counted for purposes of determining quorum.

(3) If an issue arises in a meeting of the Board or a committee of the Board as to whether or not a director has a conflict of interest, the chairman of the meeting may call for a vote on the matter and the director in question must leave the meeting while the matter is addressed. The Board or the Board committee, as the case may be, will rule on the matter or may elect to have the chairman of the meeting rule on the matter.

PART SIX

MEETINGS OF SHAREHOLDERS

6.01 Participation in Meetings by Electronic Means

Any person entitled to attend a meeting of shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation has made available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of the Act and the By-Laws to be present at the meeting.

6.02 Meeting Held by Electronic Means

If the directors of the Corporation call a meeting of shareholders pursuant to the Act, those directors may determine that the meeting shall be held, in accordance with the Act, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A person participating in a meeting of shareholders held by such means is deemed to be present in person at the meeting and will have the opportunity to participate to the same extent as if the person were attending in person and in full purview of other shareholders.

6.03 Presiding Officer

The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and is present or deemed to be present at the meeting: the Chairman, the Lead Director, the Vice-Chairman, the Chief Executive Officer, the President or a Vice-President who is also a director. In the absence of any such officer, the shareholders shall choose one of their number to chair the meeting. The secretary of the meeting shall be the Secretary of the Corporation or failing him, the Assistant Secretary of the Corporation. Notwithstanding the above, the chairman of the meeting, at his sole discretion, may appoint a person, who need not be a shareholder, to act as secretary of the meeting.

6.04 Persons Entitled to be Present

The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act, the Articles or the By-Laws to be present. Any other person may be admitted only with the consent of the chairman of the meeting or with the consent of the meeting.

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6.05 Quorum

A quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder for such a shareholder, and together holding or representing five percent of the outstanding shares of the Corporation entitled to vote at the meeting.

6.06 Scrutineers

At any meeting of shareholders, the chairman of the meeting may with the consent of the meeting appoint one or more persons, who may be shareholders, to serve as scrutineers.

6.07 Votes to Govern

At any meeting of shareholders, unless a special resolution is required, all questions shall be decided by the majority of votes cast on the question.

6.08 Voting

(1) Subject to the Act, every question submitted to any meeting of shareholders shall be decided on a show of hands, except when a ballot is required by the chairman of the meeting or is demanded by a shareholder or proxyholder entitled to vote at the meeting. A declaration by the chairman of the meeting that the question has been carried, carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of such fact; and the results of the vote so taken and declared shall be the decision of the shareholders upon the said question.

(2) Where (i) two or more classes of shares of the Corporation are entitled to vote on any matter and (ii) such shares carry different entitlements as to the number of votes represented thereby, whether on a share-by-share basis or on a class-by-class basis and (iii) such shares are not required by law or by the provisions of the Corporation’s articles or by-laws to vote as separate classes in respect of such matter, then the results of a vote by show of hands shall be determined so as to give effect to the different voting entitlements carried by such shares and not on the basis that each shareholder or proxyholder shall have one vote on such show of hands.

(3) A shareholder or proxyholder may demand a ballot either before or on the declaration of the result of any vote by a show of hands. The ballot shall be taken in such manner as the chairman of the meeting shall direct. The results of the ballot so taken and declared shall be the decision of the shareholders upon the said question.

6.09 Electronic Voting

(1) Any person entitled to attend and vote at a meeting of shareholders may vote at the meeting in person or by proxy and, subject to any determinations made from time to time by the Board, may appoint a proxy by any method permitted by law, including over the Internet, by the input of data using telephonic facilities or by reproduction using facsimile or electronic facilities.

(2) To the extent permitted by the By-Laws or the Articles of the Corporation or by the Act or other laws governing the Corporation, the Board may establish, in connection with any meeting of shareholders, procedures regarding voting at the meeting by means of the Internet, telephonic, electronic or other communication facilities, and make available such communication facilities consistent with those procedures. The Board may determine from time to time that the voting at any specific meeting shall be held entirely by such means.

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PART SEVEN

OFFICERS

7.01 Appointment

The Board may from time to time elect or appoint officers with such duties and powers and for such terms of office as the Board deems advisable and, in particular, a Chairman, a Vice-Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, one or more Vice-Presidents (to which title may be added words indicating seniority or function), a Controller, a Secretary and a Treasurer (who may also be Vice-Presidents), and one or more assistants to any of the officers so elected or appointed. Except as provided in Section 7.02, the same person may hold more than one office.

7.02 Chief Executive Officer

The Board may designate an officer as Chief Executive Officer of the Corporation who, as such, shall, subject to the authority of the Board, have general supervision over the business of the Corporation. The Chairman and the Chief Executive Officer of the Corporation shall not be the same person, except in the event of the death, resignation or removal of the Chairman or the Chief Executive Officer, until such time as a permanent successor is appointed as Chairman or Chief Executive Officer, as the case may be.

7.03 Chief Operating Officer

The Board may designate an officer as the Chief Operating Officer who, as such, shall have the powers and duties as the Board or the Chief Executive Officer may specify.

7.04 Vice-Chairman

The Vice-Chairman, if any, in the absence or non-appointment of the Chairman, shall preside as chairman at all meetings of the Board and shareholders.

7.05 Vice-Presidents

During the absence or disability of the President, his duties shall be performed and his powers exercised by the Vice-President or, if there is more than one, by the Vice-President or Vice-Presidents designated from time to time by the Board or the President; provided, however, that a Vice-President who is not a director shall not preside as chairman at any meeting of directors or of a committee of directors. A Vice-President shall have such other powers and duties as the Board or Chief Executive Officer may specify.

7.06 Chairman

The Chairman shall, if present, preside as chairman at all meetings of the Board and of shareholders and shall have such other powers and perform such other duties as may from time to time be assigned to him by resolution of the directors.

7.07 Lead Director

If the Chairman is a member of management, the Board must appoint from their number a “Lead Director” who is fully independent of management. The Corporation shall have a lead director for so long as the Chairman remains a member of management. The Lead Director shall have such other powers and perform such other duties as may from time to time be assigned to him by resolution of the directors.

7.08 Controller

The Controller shall be the principal officer in charge of the accounts of the Corporation and shall have such other powers and duties as may be assigned to him by the Chief Executive Officer.

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7.09 Secretary

The Secretary shall attend and be the secretary of all meetings of the Board, committees of the Board (unless another person is designated to act as secretary of such meeting or meetings by any such committee), and shareholders and the secretary or such other designated person in the case of meetings of any committees of the Board shall maintain minutes of all proceedings thereat. The Secretary shall give, or cause to be given as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the Board and shall be custodian of the corporate seal and records of the Corporation, except when another officer has been appointed for that purpose, and the Secretary shall have such other powers and duties as the Board or the Chief Executive Officer may specify. The Assistant Secretary or, if more than one, the Assistant Secretaries, shall assist the Secretary in the performance of his duties and shall exercise all his powers and carry out all his duties in the absence or disability of the Secretary.

7.10 Treasurer

The Treasurer shall have the care and custody of all funds and securities of the Corporation and shall deposit or cause to be deposited all moneys of the Corporation with the Corporation’s bankers, or otherwise deal with the same, including the short term investment of moneys, as designated by the Board, provided that the Treasurer may from time to time arrange for the temporary deposit of moneys of the Corporation in banks, trust companies or other financial institutions within or outside Canada not so designated by the Board for the purpose of facilitating transfer thereof to the credit of the Corporation in a bank, trust company or other financial institution so designated. The books and accounts shall at all times be open to inspection and examination by the Board, by any committee of the Board, by the President or by any person appointed by the Board for that purpose. The Treasurer shall sign or countersign such instruments as require his signature and shall perform all duties incident to his office. The Treasurer shall have such other powers and duties as the Board or the Chief Executive Officer may specify. The Assistant Treasurer, or if more than one, the Assistant Treasurers, shall assist the Treasurer in the performance of his duties and shall exercise all the Treasurer’s powers and carry out all his duties in the absence or disability of the Treasurer.

7.11 Term of Office

The Board, in its discretion, may remove any officer of the Corporation, without prejudice to the rights of such officer under any employment contract. Otherwise each officer of the Corporation shall hold office until his successor is elected or appointed or until his earlier resignation.

PART EIGHT

INDEMNITY

8.01 Limitation of Liability

No director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or agent or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be lodged, deposited or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged, deposited or invested or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office of trust or in relation thereto, unless the same are occasioned by his own wilful neglect or default, provided that nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or relieve him from liability under the Act. Subject to applicable law, the directors for the time being of the

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Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the Board. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Corporation, the fact of his being a shareholder, director or officer of the Corporation or body corporate or member of the firm shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

8.02 Indemnity

(1) Subject to the limitations contained in the Act but without limit to the right of the Corporation to indemnify any person under the Act or otherwise, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or another person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and the director’s or officer’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or potential action or satisfy a judgment, reasonably incurred by the director or officer in respect of any civil, criminal or administrative action or proceeding to which the director or officer is made a party by reason of being or having been a director or officer of that corporation or body corporate.

(2) The Corporation shall advance funds to a director, officer or other person for the costs, charges and expenses of a proceeding referred to in paragraph (1). The individual shall repay the funds advanced if the individual does not fulfill the conditions of paragraph (3).

(3) The Corporation shall not indemnify a person under paragraph (1) unless the person:

(a) acted honestly and in good faith with a view to the best interests of the Corporation; and

(b) in the case of a criminal, quasi-criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that the person’s conduct was lawful.

(4) The Corporation shall, with the approval of a court, indemnify a person referred to in paragraph (1), in respect of an action by or on behalf of the Corporation or body corporate to procure a judgment in its favour, to which the person is made a party by reason of being or having been a director of officer of the Corporation or body corporate, against all costs, charges and expenses reasonably incurred by the person in connection with such action, if the person fulfills the conditions set out in paragraph (3).

(5) Notwithstanding anything in this section, a person referred to in subsection (1) is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by the person in connection with the defence of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or officer of the Corporation or body corporate, if the person seeking indemnity:

(a) was substantially successful on the merits in the person’s defence of the action or proceeding;

(b) fulfills the conditions set out in paragraph (3); and

(c) is fairly and reasonably entitled to indemnity.

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(7) The Corporation may purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred by the person:

(a) in the person’s capacity as a director or officer of the Corporation, except when the liability relates to the person’s failure to act honestly and in good faith with a view to the best interests of the Corporation; or

(b) in the person’s capacity as a director or officer of another body corporate if the person acts or acted in that capacity at the Corporation’s request, except when the liability relates to the person’s failure to act honestly and in good faith with a view to the best interests of the body corporate.

PART NINE

SHARE CERTIFICATES

9.01 Securities Registrars, Transfer Agents and Dividend Disbursing Agents

The Board may from time to time appoint a registrar to maintain the securities register and a transfer agent to maintain the register of transfers and may also appoint one or more branch registrars to maintain branch securities registers and one or more branch transfer agents to maintain branch registers of transfers. The Board may also from time to time appoint a dividend disbursing agent to disburse dividends. One person may be appointed to any number of the aforesaid positions. The Board may at any time terminate any such appointment.

9.02 Deceased Shareholder

In the event of the death of a holder or of one of the joint holders of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by applicable law and upon compliance with the reasonable requirements of the Corporation and its transfer agent.

9.03 Lost, Defaced or Destroyed Certificates

The Board, or any officer or agent designated by it, may in its or his discretion, direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate that has become mutilated or defaced or in substitution for a certificate that has become lost, stolen or destroyed upon payment of such fee, if any, and on such terms as the Board may from time to time prescribe whether generally or in any particular case.

9.04 Endorsement on all Class B Shares

For such time as there are more than one (1) Class B Shareholder, the certificates for Class B Shares will have endorsed thereon in bold type the following legend:

“The Class B Shares represented by this certificate are subject to the provisions of a Securityholders Agreement made the 28^th day of June, 2010, as amended the 6^th day of February, 2013, between, among others, SMART Technologies Inc., IFF Holdings Inc., Intel Corporation and School S.à r.l. No transfer, sale, assignment, pledge, hypothecation or other disposition of the Class B Shares represented by this certificate may be made except in accordance with the provisions of the Securityholders Agreement and Applicable Law (as defined in the Securityholders Agreement). The holder of the Class B Shares represented by this certificate, by acceptance of such Class B Shares, agrees to be bound by all the provisions of the Securityholders Agreement.

The Class B Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended or any state securities or blue sky laws and may not be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of, except (A) pursuant to an effective registration statement under the Securities Act of 1933, amended or (B) pursuant to an exemption from such registration.

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The Class B Shares are subject to re-sale restrictions under Applicable Law in Canada and may not be sold, assigned, pledged, hypothecated or otherwise disposed of except in accordance with Applicable Law.”

PART TEN

DIVIDENDS AND RIGHTS

10.01 Dividend

Subject to the Act and the Articles, the Board may from time to time declare and the Corporation may pay dividends on its issued shares to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation.

10.02 Dividend Cheques

A dividend payable in cash shall be paid by cheque drawn either on the bankers of the Corporation or those of its dividend disbursing agent to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at his Recorded Address or to such other address as the holder directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all such joint holders and mailed to them at their Recorded Address, or to the first address so appearing if there are more than one. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

10.03 Non-receipt of Cheques

In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation or its dividend disbursing agent shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the Board may from time to time prescribe whether generally or in any particular case.

10.04 Unclaimed Dividends

No dividends shall bear interest as against the Corporation. Except as otherwise expressly provided in the Articles with respect to any class or series of shares, any dividend unclaimed for one year after having been declared payable may be invested or otherwise made use of by the directors for the benefit of the Corporation. Any dividend unclaimed after a period of three years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation, but the Board may nevertheless authorize the subsequent payment of any such dividend on such terms as to indemnity and evidence of title as the Board may from time to time prescribe, whether generally or in any particular case.

PART ELEVEN

NOTICES

11.01 Method of Giving Notices

Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the Articles, the By-Laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the Board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to the person’s Recorded Address or if mailed to such person at his Recorded Address by prepaid ordinary or air mail or if sent to such person at his Recorded Address by any means of prepaid transmitted or recorded communication, or if provided in the form of an electronic document so long as the shareholder, director, officer, auditor or member of a committee of the Board has consented to receive the notice in such form. Subject to the Act, a notice so delivered shall be

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deemed to have been given when it is delivered personally or to the Recorded Address aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered for dispatch; and a notice so sent in the form of an electronic document shall be deemed to have been given when transmitted. The Secretary may change or cause to be changed the Recorded Address of any shareholder, director, officer, auditor or member of a committee of the Board in accordance with any information believed by him to be reliable.

11.02 Notice to Joint Shareholders

If two or more persons are registered as joint holders of any share, any notice may be addressed to all of such joint holders but notice addressed to one of such persons at their Recorded Address shall be sufficient notice to all of them.

11.03 Computation of Time

Subject to applicable law, in computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

11.04 Omissions and Errors

The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the Board or the non-receipt of any notice by any such person or any error in any notice shall not invalidate such notice or any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.05 Persons Entitled by Death or Operation of Law

Every person who by operation of law, transfer, death of a shareholder or any other means whatsoever shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his interest in such share prior to his name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act.

PART TWELVE

EFFECTIVE DATE

12.01 Effective Date

This By-Law shall be effective as of February 6, 2013.

MADE the 6^th day of February, 2013.

/s/ David Martin	/s/ Nancy Knowlton
Director	Director

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EX-2.3

Exhibit 2.3

SMART TECHNOLOGIES INC.

AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT

JANUARY 22, 2013

AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT

This Agreement is made as of the 22^nd day of January, 2013 among SMART TECHNOLOGIES INC., an Alberta corporation, IFF HOLDINGS INC., an Alberta corporation, INTEL CORPORATION, a Delaware corporation and SCHOOL S.À.R.L., a Luxembourg body corporate.

RECITALS:

A. The Parties entered into a securityholders agreement effective the 28^th day of June, 2010 (the “Securityholders Agreement”); and

B. The Parties wish to amend the Securityholders Agreement in accordance with the terms of this Amendment No. 1 to the Securityholders Agreement (the “Amending Agreement”).

In consideration of the covenants and agreements of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the Parties), the Parties hereby covenant and agree as follows:

1. Capitalized words used herein but not otherwise defined shall have the meanings ascribed to them in the Securityholders Agreement.

2. Section 2.1 of the Securityholders Agreement is hereby deleted in its entirety and replaced with the following:

Each Class B Shareholder will Vote to cause the number of directors on the Board of Directors of the Company to be set at eight, and will not direct or encourage its Designee(s) on the Board to effect any action inconsistent with the foregoing.

3. Except as amended herein all of the terms and conditions of the Securityholders Agreement remain in full force and effect for the term of the Securityholders Agreement and the Securityholders Agreement as amended by this Amending Agreement shall be read, taken and construed as one and the same instrument.

4. This Amending Agreement shall be binding upon the Parties and their respective successors and permitted assigns.

5. This Amending Agreement will be construed and enforced in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

6. This Amending Agreement may be signed by the Parties in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same agreement and notwithstanding the date of execution, shall be deemed to bear the date as set forth above. Executed copies of this Amending Agreement may be delivered by electronic transmission and it shall not be necessary to confirm execution by delivery of the originally executed documents.

IN WITNESS WHEREOF the Parties hereto have caused this Amending Agreement to be duly executed as of the date first written above.

	SMART TECHNOLOGIES INC.			INTEL CORPORATION
Per:	/s/ Jeffrey A. Losch		Per:	/s/ Abhay Gadkari
	Name:	Jeffrey A. Losch		Name:	Abhay Gadkari
	Title:	VP, Legal & General Counsel		Title:	Director
	IFF HOLDINGS INC.			SCHOOL S.À.R.L.
Per:	/s/ David Martin		Per:	/s/ Francois Felten
	Name:	David Martin		Name:	Francois Felten
	Title:	Executive Chairman		Title:	Class A Manager
			Per:	/s/ Isabelle Probstel
				Name:	Isabelle Probste
				Title:	Class B Manager

EX-4.3

Exhibit 4.3

SMART TECHNOLOGIES INC.

AMENDED AND RESTATED EQUITY INCENTIVE PLAN

1. Purpose

The purpose of the SMART Technologies Inc. Amended and Restated Equity Incentive Plan (the “Plan”) is to encourage selected employees, officers and members of the Board of Directors of SMART Technologies Inc. (together with any corporate successor, the “Corporation”) and the Affiliates (as defined below) to acquire a proprietary interest in the growth and performance of the Corporation. The Plan is intended to generate an increased incentive to contribute to the Corporation’s future success and prosperity, thereby enhancing the value of the Corporation for the benefit of its shareholders, and to enhance the ability of the Corporation and the Affiliates to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Corporation depends. The Plan seeks to achieve these purposes by providing for Awards in the form of Options, Restricted Share Units and Deferred Share Units (all as defined below).

The Plan amends and restates the SMART Technologies Inc. 2010 Equity Incentive Plan. Each award granted pursuant to the SMART Technologies Inc. 2010 Equity Incentive Plan shall continue to be governed by the terms and conditions of such plan as in effect at the time the Award was granted and by the terms and conditions of the related Award Agreement.

2. Definitions

As used in the Plan, the following terms will have the meanings set out below:

“Account” means a Deferred Share Unit Account or Restricted Share Unit Account, as applicable.

“Affiliate” means, except as provided in Section 6(c)(ii) of the Plan, any entity that, directly or through one or more intermediaries, is controlled by the Corporation, including any entity in which the Corporation owns a significant equity interest, as determined by the Committee, provided that an “Affiliate” shall only include those corporations which are “related” to the Corporation, within the meaning of the Tax Act.

“Aggregate Purchase Price” has the meaning set out in Section 7(b) of the Plan.

“Award” means any Option, Deferred Share Unit, Restricted Share Unit or Other Share or Performance-Based Award granted under the Plan.

“Award Agreement” means any written agreement, contract or other instrument or document evidencing any Award granted under the Plan.

“Beneficiary” means any person designated by a Participant by written instrument filed with the Corporation to receive any amount, securities or property payable under the Plan in the event of a Participant’s death or, failing any such effective designation, the Participant’s estate, provided that a “Beneficiary” in respect of Deferred Share Units granted to a Participant under the Plan shall be an individual who is a dependent or relation of the Participant or the legal representative of the Participant.

“Board” means the Board of Directors of the Corporation.

“Broker” means a broker who is independent (pursuant to the rules and policies of the Principal Market) from the Corporation and any Affiliate.

“Cause” as used in connection with the termination of a Participant’s employment, means (1) with respect to any Participant employed under a written employment agreement with the Corporation or an Affiliate which agreement includes a definition of “cause”, “cause” as defined in that agreement or, if that agreement contains no such definition, a material breach by the Participant of that agreement, or (2) with respect to any other Participant, the failure to perform adequately in carrying out the Participant’s employment responsibilities, including any directives from the Board, or the Participant engaging in behavior in the Participant’s personal or business life as to lead the Committee in its reasonable judgment to determine that it is in the best interests of the Corporation to terminate the Participant’s employment.

“Committee” means the Compensation Committee of the Board, provided, however, to the extent deemed necessary or appropriate, a committee other than the Compensation Committee may be designated by the Board to administer the Plan and such other committee may be vested with any of the powers and responsibilities hereunder and shall be considered the Committee for any and all of such purposes hereunder. To the extent the Corporation is no longer a “foreign private issuer” as defined in Exchange Act Rule 3b-4 and wishes to have acquisitions of beneficial ownership of Shares pursuant to the Plan be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(d) thereunder, such committee shall be composed solely of two or more members of the Board, each of whom are “non-employee directors” for purposes of Exchange Act Section 16 and Rule 16b-3 thereunder.

“Control Person” means, with respect to the Corporation or an Affiliate, a person that controls such entity.

“Deferred Share Unit” means a unit credited by means of a bookkeeping entry on the books of the Corporation to a Participant’s Deferred Share Unit Account pursuant to Section 6(c) of the Plan, representing the right to receive a cash payment therefor or its equivalent in fully paid Shares (or a combination thereof) equal to the Fair Market Value of a Share calculated at the date of such payment, at the time, in the manner, and subject to the terms contained herein.

“Deferred Share Unit Account” has the meaning set out in Section 6(c)(i) of the Plan.

“Deferred Share Unit Entitlement Date” has the meaning set out in Section 6(c)(vi) of the Plan.

“Dividend Payment Date” has the meaning set out in Section 6(b)(iii) of the Plan.

“Dividend Record Date” has the meaning set out in Section 6(b)(iii) of the Plan.

“Employee” means any employee of the Corporation or of any Affiliate.

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“Employer” means with respect to a Participant that is an officer, employee or consultant, the corporation that employs or contracts, as applicable, the Participant or that employed or contracted, as applicable, the Participant immediately prior to the termination of his or her employment or consulting arrangement, as applicable, and, with respect to a Participant who is a member of the Board of Directors, the corporation on whose board the Participant serves or served at the time an Award was granted to the Participant, which corporation may be in either case, the Corporation or an Affiliate.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Fair Market Value” means (1) with respect to any property other than the Shares, Deferred Share Units, or Restricted Share Units, the fair market value of that property determined by those methods or procedures as may be established from time to time by the Committee, and (2) with respect to the Shares, Deferred Share Units, or Restricted Share Units, the closing trading price reported for such Shares on the date of reference on the Principal Market. If there is no closing trading price reported on any such date, then Fair Market Value with respect to the Shares, Deferred Share Units, or Restricted Share Units shall be the volume weighted average trading price for such Shares on the Principal Market for the five (5) days preceding the date of reference on which the Shares traded. If the Shares did not trade, then the Fair Market Value with respect to the Shares, Deferred Share Units, or Restricted Share Units will be determined by the Committee, acting reasonably, using any other appropriate method selected by the Committee.

“Good Reason”, as used in connection with the termination of a Participant’s employment, means (1) with respect to any Participant employed under a written employment agreement with the Corporation or an Affiliate, “good reason” or similar term as defined in that written agreement or, if such agreement contains no such definition, a material breach by the Corporation of that agreement, or (2) with respect to any other Participant, a failure by the Corporation to pay that Participant any amount otherwise vested and due and a continuation of that failure for 30 business days following notice to the Corporation of that failure.

“insider” has the same meaning as found in the Securities Act (Alberta), as amended, and also includes associates and affiliates of the insider; and “issuances to insiders” includes direct and indirect issuances to insiders.

“Option” means an option to acquire Shares in the capital of the Corporation granted under Section 6(a) of the Plan.

“Other Share or Performance-Based Award” has the meaning set out in Section 6(e) of the Plan.

“Participant” means any individual granted an Award under the Plan.

“Participant Compensation” has the meaning set out in Section 6(c)(vii) of the Plan.

“Performance Criteria” means, in respect of a Performance Option or Performance Restricted Share Unit, as applicable, that performance criteria determined by the Committee as set forth in an Award Agreement provided that such performance criteria shall relate to the performance of the Corporation and/or any Affiliate.

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“Performance Option” means any Option that is granted to a Participant and is designated as a Performance Option pursuant to Section 6(a)(v).

“Performance Restricted Share Unit” means any Restricted Share Unit that is granted to a Participant and is designated as a Performance Restricted Share Unit pursuant to Section 6(b)(v).

“Person” means any individual, corporation, partnership, association, joint-share corporation, trust, unincorporated organization, or government or political subdivision of a government.

“Principal Market” means the principal stock exchange, quotation system or other market on which the Shares are listed, admitted to trading, posted for trading or quoted upon which has occurred the greatest trading volume of the Shares for the six months (or, to the extent the Shares have not been listed, admitted to trading, posted for trading or quoted for at least six months, the next longest period since the Shares were initially listed, admitted to trading, posted for trading or quoted) prior to the date of reference provided, however, that to the extent deemed necessary or appropriate, the Principal Market shall be as determined by the Committee in accordance with applicable law, rules and regulations.

“Restricted Share Unit” means a unit credited by means of a bookkeeping entry on the books of the Corporation to a Participant pursuant to Section 6(b) of the Plan, representing the right to receive a cash payment therefor or its equivalent in fully paid Shares (or a combination thereof), equal to the Fair Market Value of a Share calculated at the date of such payment, at the time, in the manner and subject to the terms contained herein.

“Restricted Share Unit Account” has the meaning set out in Section 6(b)(i) of the Plan.

“Restricted Share Unit Entitlement Date” has the meaning set out in Section 6(b)(iv) of the Plan.

“RSU Service Year” has the meaning set out in Section 6(b)(ii) of the Plan.

“Shares” means any or all, as applicable, of the Class A Subordinate Voting Shares of the Corporation and any other shares of the Corporation as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 4(b) of the Plan, and any other shares of the Corporation or any Affiliate or any successor that may be so designated by the Committee.

“Significant Event” means, unless otherwise defined in an Award Agreement or a written employment agreement between the Corporation and a Participant (which definition shall govern), the occurrence of any of the following events: (1) a person or group of persons becomes the beneficial owner of securities of the Corporation constituting 50% or more of the voting power of all outstanding voting securities of the Corporation, (2) individuals who were proposed as nominees (but not including nominees under a shareholder proposal) to become members of the Board immediately prior to a meeting of the shareholders of the Corporation involving a contest for, or an item of business relating to the election of members of the Board of the Corporation, not constituting a majority of the members of the Board following such election; (3) a merger, consolidation, amalgamation or arrangement of the Corporation (or a similar transaction) occurs, unless after the event, 50% or more of the voting power of the combined

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corporation is beneficially owned by the same person or group of persons as immediately before the event; or (4) the Corporation’s shareholders approve a plan of complete liquidation or winding-up of the Corporation, or the sale or disposition of all or substantially all the Corporation’s assets (other than a transfer to an Affiliate); provided that the following shall not constitute a Significant Event: (i) any person or group of persons becoming the beneficial owner of the threshold of securities specified in (1) as a result of the acquisition of securities by the Corporation or an Affiliate which, by reducing the number of securities outstanding, increases the proportional number of securities beneficially held by that person or group of persons, (ii) any acquisition of securities directly from the Corporation in connection with a bona fide financing or series of financings by the Corporation, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Corporation and/or an Affiliate or (iv) beneficial ownership by Affiliates and/or Control Persons of the Corporation or Affiliates or any increased ownership by any of them.

“Tax Act” means the Income Tax Act (Canada) and the regulations thereto, as amended from time to time.

“Triggering Event” has the meaning set out in Section 6(c)(ii) of the Plan.

“Vested Awards” means an Award which has become vested in accordance with the provisions of the Plan and applicable Award Agreement or in respect of which the vesting date has been accelerated pursuant to Section 4(c), Section 8 or Section 9 of the Plan.

“Vested Deferred Share Unit” means a Deferred Share Unit which has vested.

“Vested Restricted Share Unit” means a Restricted Share Unit which has vested.

“Window Period” has the meaning ascribed thereto in the Corporation’s insider trading policy in force, and as may be amended, from time to time.

3. Administration

(a) The Plan will be administered by the Committee subject to the Committee reporting to the Board as required by the Committee’s mandate.

(b) Subject to the Committee reporting to the Board on all matters relating to the Plan and obtaining approval of the Board for those matters required by the Committee’s mandate, the Plan will be administered by the Committee which has the sole and absolute discretion to: (i) interpret and administer the Plan; (ii) establish, amend and rescind any rules and regulations relating to the Plan; and (iii) make any other determinations that the Committee deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems, in its sole and absolute discretion, necessary or desirable. Any decision of the Committee with respect to the administration and interpretation of the Plan shall be final, conclusive and binding on all parties concerned.

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(c) Any reference in the Plan to the date of termination or cessation of a Participant’s employment shall mean the Participant’s last day of active employment and shall not include any period of statutory, contractual, reasonable or common law notice period or any period of deemed employment.

(d) Notwithstanding the foregoing, the maximum number of Shares underlying or relating to Awards which may be granted to any one Participant under the Plan in any calendar year will not exceed 2.5% of the outstanding Shares, subject to the adjustments provided in Section 4(b).

(e) Notwithstanding anything to the contrary in the Plan:

(i) the maximum number of securities of the Corporation issuable to insiders at any time under (A) the Plan and (B) all of the Corporation’s other security based compensation arrangements, shall not exceed ten percent (10%) of the Corporation’s total issued and outstanding securities, subject to the adjustments provided in Section 4(b); and

(ii) the maximum number of securities of the Corporation issued to insiders within any one year period under (A) the Plan and (B) all of the Corporation’s other security based compensation arrangements, shall not exceed five percent (5%) of the Corporation’s total issued and outstanding securities, subject to the adjustments provided in Section 4(b).

(f) The aggregate number of Shares issuable to members of the Board who are not officers or employees of the Corporation or an Affiliate shall be limited to one percent (1%) of the issued and outstanding Shares and such members of the Board shall not be eligible to be granted Options or Restricted Share Units pursuant to the Plan.

4. Shares Available for Awards

(a) Shares Available. Subject to adjustment as provided in Section 4(b):

(i) Calculation of Number of Shares Available. The number of Shares available for granting Awards under the Plan initially will be 10% of the total outstanding Class A Subordinate Voting Shares and Class B Shares of the Corporation.

(ii) Shares Becoming Again Available. If, after the effective date of the Plan, any Shares covered by an Award granted under the Plan or to which such an Award relates lapses, expires, terminates, is surrendered; or is forfeited; are settled in cash; or otherwise terminate or are canceled without the delivery of Shares or other consideration will to that extent again be, or will become, available for granting Awards under the Plan.

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(iii) Accounting for Awards. For purposes of this Section 4,

(A) If, in the case of Options or Restricted Share Units, an Award is denominated in or based upon Shares, the number of Shares covered by that Award or to which that Award relates will be counted on the date of grant of that Award against the total number of Shares available for granting Awards under the Plan and against the maximum number of Awards available to any Participant; and

(B) Awards not denominated in Shares may be counted against the total number of Shares available for granting Awards under the Plan and against the maximum number of Awards available to any participant in that amount and at such time as the Committee determines under procedures adopted by the Committee consistent with the purposes of the Plan;

provided, however, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards may be counted or not counted under procedures adopted by the Committee in order to avoid double counting.

Any Shares that are delivered by the Corporation, and any Awards that are granted by, or become obligations of, the Corporation, through the assumption by the Corporation or an Affiliate of, or in substitution for, outstanding awards previously granted by an acquired corporation will, in the case of Awards granted to Participants who are executive officers or members of the Board, be counted against the Shares available for granting Awards under the Plan.

(iv) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to the exercise, vesting or settlement of an Award may consist, in whole or in part, of authorized and unissued Shares or (except in respect of Options) of outstanding Shares acquired on the open market through the facilities of a Broker.

(b) Adjustments In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, share split, share dividend, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Corporation, issuance of warrants or other rights to purchase Shares or other securities of the Corporation, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan and any Awards granted under the Plan, then the Committee will, in any manner as it may deem equitable subject to, if applicable, approval of the Toronto Stock Exchange and NASDAQ Stock Market, adjust any or all of (1) the number and kind of Shares which thereafter may be made the subject of Awards, provided that the value of Deferred Share Units shall always be based on the fair market value of a share of the capital stock of the Corporation, (2) the number and kind of Shares subject to outstanding Awards, and (3) the Fair Market Value or

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the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares will always be a whole number. Notwithstanding the foregoing, any adjustments made pursuant to this Section 4(b) shall be such that the “in-the-money” value of any Option granted hereunder shall not be increased, that all Options are continuously governed by section 7 of the Tax Act, and that all Deferred Share Units and Restricted Share Units shall continuously meet the requirements to be exempted from the definition of “salary deferral arrangement” in subsection 248(1) of the Tax Act.

(c) Significant Events. If a Significant Event occurs, and unless otherwise provided in an Award Agreement or a written employment contract between the Corporation and a Participant and except as otherwise set out in this paragraph, the Committee, in its sole discretion, may provide that (1) the successor corporation will assume each Award or replace it with a substitute Award on terms substantially similar to the existing Award, (2) the Committee may permit the acceleration of vesting of any or all Awards, (3) the Awards will be surrendered for a cash payment equal to the Fair Market Value thereof, or (4) any combination of the foregoing will occur, provided that the replacement of any Option with a substitute Option shall, at all times, comply with the provisions of subsection 7(1.4) of the Tax Act, and the replacement of any Award with a substitute Option, substitute Deferred Share Unit or Restricted Share Unit shall be such that the substitute Award shall continuously be governed by Section 7 of the Tax Act (in the case of a substitute Option) or meet the requirements to be exempted from the definition of “salary deferral arrangement” in subsection 248(1) of the Tax Act (in the case of a substitute Deferred Share Unit or Restricted Share Unit).

5. Eligibility

Any Employee, including any officer, employee, consultant or member of the Board of the Corporation or of any Affiliate or any provider of services to the Corporation or of any Affiliate will be eligible to be designated a Participant.

6. Awards

(a) Options. The Committee is hereby authorized to grant to Participants options to purchase Shares (each, an “Option”) which will contain the following terms and conditions and with any additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee determines at the time of the grant:

(i) Exercise Price. The purchase price per Share purchasable under an Option will be determined by the Committee; provided, however, that the exercise price will not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of that Option.

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(ii) Time and Method of Exercise. Subject to the terms of Section 6(a)(iv), the Committee will determine the vesting conditions, the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms in which payment of the exercise price with respect thereto may be made.

(iii) Cashless Exercise. Notwithstanding anything else contained herein, at or after the time that any Option could be exercised by a Participant, the Participant may elect to surrender, in whole or in part, his or her rights under any Option by written notice to the Corporation stating that such Participant wishes to surrender his or her Option in exchange for a payment by his or her Employer of a cash amount equal to the difference between the Fair Market Value of the Shares that could be acquired under the Option on the date of surrender and the exercise price of the Option. The Board has the sole discretion to consent to or disapprove of the election of the Participant to surrender the Option and receive cash pursuant to this Section 6(a)(iii). If the Board disapproves the election, the Participant can exercise the Option in the normal course or retain the Option unexercised.

(iv) Exercisability Upon Death, Retirement and Termination of Employment. Subject to the condition that no Option may be exercised in whole or in part after the expiration of the Option period specified in the applicable Award Agreement:

(A) Subject to the terms of paragraph (D) below, upon the death of a Participant while employed or within three (3) months of retirement or disability as defined in paragraph (B) below, the Person or Persons to whom such Participant’s rights with respect to any Option held by such Participant are transferred by will or the laws of descent and distribution may, prior to the expiration of the earlier of: (1) the outside exercise date determined by the Committee at the time of granting the Option, or (2) six (6) months after such Participant’s death, purchase any or all of the Shares with respect to which such Participant was entitled to exercise such Option immediately prior to such Participant’s death (including the date of the Participant’s death), or may surrender such Options pursuant to Section 6(a)(iii), and any Options not so exercisable will forfeit and be terminated on the date of such Participant’s death;

(B) Subject to the terms of paragraph (D) below, upon termination of a Participant’s employment with the Corporation or an Affiliate, as applicable, (x) as a result of retirement pursuant to a retirement plan of the Corporation or an Affiliate or disability (as determined by the Committee) of such Participant, (y) by the Corporation or an Affiliate, as applicable, other than for Cause, or (z) by the Participant with Good Reason, such Participant may, prior to the

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expiration of the earlier of: (1) the outside exercise date determined by the Committee at the time of granting the Option, or (2) 90 days after the date of such termination, purchase any or all of the Shares with respect to which such Participant was entitled to exercise any Options immediately prior to the termination of the Participant’s employment or may surrender such Options pursuant to Section 6(a)(iii), and any Options not so exercisable will forfeit and be terminated on the date of termination;

(C) Subject to the terms of paragraph (D) below, upon termination of a Participant’s employment with the Corporation or an Affiliate, as applicable, under any circumstances not described in paragraphs (A) or (B) above, such Participant’s Options will (whether vested or unvested) be immediately canceled to the extent not theretofore exercised;

(D) Upon expiration of the respective periods set out in each of paragraphs (A) and (B) above, the Options of a Participant who has died or whose employment has been terminated will be canceled to the extent not theretofore canceled, exercised, or surrendered; and

(E) For purposes of paragraphs (A) through (D) above, the period of service of an individual as a member of the Board of the Corporation or an Affiliate will be deemed the period of employment.

(v) Performance Options. The Committee has the ability, at the time Options are granted to Participants under the Plan, to designate all or a portion of such Options as Performance Options and in the event that Options are designated as Performance Options, such Performance Options shall vest based in whole or in part on the Performance Criteria set forth in the applicable Award Agreement.

(b) Restricted Share Units. The Committee is hereby authorized to grant to eligible Participants Restricted Share Units each of which will consist of the right to receive one Share or a payment of cash equal to the Fair Market Value of one Share (or a combination thereof), subject to the terms of any applicable Award Agreement and which are subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at any time or times, in such installments or otherwise, as the Committee may deem appropriate. The Committee may impose any conditions or restrictions on the vesting of Restricted Share Units as it may deem appropriate, provided that no such condition or restriction shall cause the Restricted Share Unit to fail to or cease to comply with the requirements of paragraph (k) of the exception to the definition of “salary deferral arrangement” in subsection 248(1) of the Tax Act.

(i) Restricted Share Unit Account. An Account, to be known as a “Restricted Share Unit Account”, shall be maintained by the Corporation for each Participant. On the date of grant, the Account will be credited with the Restricted Share Units granted to a Participant on that date.

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(ii) RSU Service Year. At the time of grant of a Restricted Share Unit, the Committee shall specify the year of service of the Participant in respect of which the Restricted Share Units are granted (the “RSU Service Year”). Notwithstanding anything contained herein, all Restricted Share Units shall be in addition to, and not in substitution for or in lieu of, ordinary salary and wages received by such Participant in respect of his or her services to the Corporation or an Affiliate, as applicable.

(iii) Dividend Equivalents. Unless otherwise determined by the Committee in its sole discretion or as may otherwise be set out in the applicable Award Agreement, on the payment date for cash dividends paid on Shares (the “Dividend Payment Date”), the Restricted Share Unit Account of each Participant shall be credited with additional Restricted Share Units in respect of Restricted Share Units credited to and outstanding in the Participant’s Restricted Share Unit Account as of the record date for payment of such dividends (the “Dividend Record Date”). The number of such additional Restricted Share Units to be credited to the Participant’s Restricted Share Unit Account will be calculated (to two decimal places) by dividing the total amount of the dividends that would have been paid to such Participant if the Restricted Share Units in the Participant’s Restricted Share Unit Account (including fractions thereof), as of the Dividend Record Date, were Shares, by the Fair Market Value of a Share on the Dividend Payment Date. However, no Restricted Share Units will be credited to a Participant’s Restricted Share Unit Account in respect of dividends paid on Shares where the Dividend Record Date relating to such dividends falls after the termination of the Participant’s employment or services, as applicable.

(iv) Redemption of Restricted Share Units. On a date to be determined by the Committee, in its sole discretion, following the day on which any Restricted Share Units become Vested Restricted Share Units, which date, notwithstanding anything else herein contained, shall be on or before that date which is three years following the end of the relevant RSU Service Year (the “Restricted Share Unit Entitlement Date”), such Vested Restricted Share Units shall be redeemed and paid by the Participant’s Employer to the Participant or the Participant’s Beneficiary, as applicable. The Fair Market Value of the Vested Restricted Share Units so redeemed shall, after deduction of any applicable taxes and other source deductions required to be withheld by the Employer, be paid in cash or Shares, at the choice of the Employer.

(v) Performance Restricted Share Units. The Committee has the ability, at the time Restricted Share Units are granted to Participants under the Plan, to designate all or a portion of such Restricted Share Units as Performance Restricted Share Units and in the event that Restricted Share Units are

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designated as Performance Restricted Share Units, such Performance Restricted Share Units shall vest based in whole or in part on the Performance Criteria set forth in the applicable Award Agreement. Notwithstanding any other provision of the Plan, but subject to the limits described in Sections 3 and 4 and any other applicable requirements of the Principal Market or other regulatory authority, the Committee reserves the right to make any additional adjustments to the number of Shares to be issued pursuant to any Performance Restricted Share Unit if, in the sole discretion of the Committee, such adjustments are appropriate in the circumstances having regard to the principal purposes of the Plan.

(c) Deferred Share Units. The Committee may also grant to eligible Participants Deferred Share Units, which may have all of the rights and restrictions that may be applicable to Restricted Share Units, except that the Deferred Share Units may not be redeemed until the Participant has ceased to hold all offices, employment and directorships with the Corporation and all Affiliates.

(i) Deferred Share Unit Account. An Account, to be known as a “Deferred Share Unit Account” shall be maintained by the Corporation for each Participant. On the date of grant, the Account will be credited with the Deferred Share Units granted to a Participant on that date.

(ii) No Payment Until Cessation of Employment. Notwithstanding any other provision of the Plan, no payments shall be made in respect of a Deferred Share Unit until after the earliest time of: (i) the Participant’s death; or (ii) the latest time that the Participant ceases to be an employee, officer, consultant or member of the Board of the Corporation or any Affiliate (such time is referred to as the “Triggering Event”). All payments in respect of a Deferred Share Unit shall be made no later than December 31^st of the year commencing immediately after the occurrence of the Triggering Event. For the purposes of this Section 6(c)(ii), “Affiliate” of the Corporation shall have the meaning specified in paragraph 8 of the Canada Revenue Agency’s Interpretation Bulletin IT-337R4, Retiring Allowances [Consolidated], or any successor publication thereto.

(iii) Payment based on Fair Market Value. All amounts to be paid in respect of any Deferred Share Unit granted to a Participant shall depend on the Fair Market Value of a share in the share capital of the Corporation at a time within the period that commences one year before the date of the Triggering Event and ends at the time the amount is paid.

(iv) Dividend Equivalents. Unless otherwise determined by the Committee in its sole discretion or as may otherwise be set out in the applicable Award Agreement, on the Dividend Payment Date, the Deferred Share Unit Account of each Participant shall be credited with additional Deferred Share Units in respect of Deferred Share Units credited to and outstanding in the Participant’s Deferred Share Unit Account as of the Dividend Record Date. The number of such additional Deferred Share Units to be

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credited to the Participant’s Deferred Share Unit Account will be calculated (to two decimal places) by dividing the total amount of the dividends that would have been paid to such Participant if the Deferred Share Units in the Participant’s Deferred Share Unit Account (including fractions thereof), as of the Dividend Record Date, were Shares, by the Fair Market Value of a Share on the Dividend Payment Date. However, no Deferred Share Units will be credited to a Participant’s Deferred Share Unit Account in respect of dividends paid on Shares where the Dividend Record Date relating to such dividends falls after the termination of the Participant’s employment or directorship, as applicable.

(v) No Additional Amounts. No Participant or any person who deals at non-arm’s length, within the meaning of the Tax Act, with the Participant, shall be entitled, under the Plan or otherwise, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted or to be granted for the purposes of reducing the impact, in whole or in part, of any reduction in the Fair Market Value of any shares of the Corporation.

(vi) Redemption of Deferred Share Units. On a date to be determined by the Committee, in its sole discretion, after the occurrence of a Triggering Event in respect of a Participant, which date, notwithstanding anything else herein contained, shall be on or before December 15 of the calendar year commencing immediately after the date of the Triggering Event (the “Deferred Share Unit Entitlement Date”), the Fair Market Value of the Vested Deferred Share Units credited to the Participant’s Deferred Share Unit Account, shall be redeemed and paid by the Participant’s Employer to the Participant or the Participant’s Beneficiary, as applicable. The Fair Market Value of the Vested Deferred Share Units so redeemed shall, after deduction of any applicable taxes and other source deductions required to be withheld by the Employer, be paid in cash or Shares, at the choice of the Employer.

(vii) Conversion of compensation into Deferred Share Units. Subject to such rules, regulations and conditions as the Committee, in its sole discretion, may impose, a Participant may elect, irrevocably, no later than December 15^th of the calendar year preceding the year in which the election is to be effective, to have all, or any portion, of the ordinary cash compensation (the “Participant Compensation”) to be paid by his or her Employer to such Participant for services to be performed in the calendar year following the date of the election, satisfied by way of Deferred Share Units credited to his or her Deferred Share Unit Account (with the remainder to be paid in cash), by completing and delivering to the Corporation an initial written election, in a form substantially similar to the form specified in Schedule “A” or “A-1”, as applicable. Such election shall set out the percentage of each Participant’s compensation that the Participant wishes to be satisfied in the form of Deferred Share Units (with

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the remaining percentage to be paid in cash), within the limitations of Section 6(c)(vii)(C), for the calendar year with respect to which the election is made and for subsequent years unless the Participant amends his or her election under Section 6(c)(vii)(A).

(A) An employee may initiate or change the percentage of his or her Participant Compensation to be satisfied in the form of Deferred Share Units for any subsequent calendar year by completing and delivering to the Corporation a new written election no later than December 15 of the calendar year immediately preceding the calendar year to which the Participant Compensation relates.

(B) Notwithstanding anything in this Section 6(c)(vii), an election can only be made during the Window Period; provided that no election will be permitted to be made or altered after December 15^th of the calendar year immediately preceding the year in which the election is to be effective.

(C) Any election made by a Participant under this Section 6(c)(vii) shall be in the form attached to the Plan as Schedule “A”, or such other form as may be prescribed by the Committee, and shall designate the percentage, if any, of the Participant Compensation that is to be satisfied in the form of Deferred Share Units, all such designations to be in increments of five percent (5%).

(D) A Participant’s election received by the Corporation under Section 6(c)(vii) shall be irrevocable and shall continue to apply with respect to his or her Participant Compensation for any subsequent calendar year unless the Participant amends his or her election under Section 6(c)(vii)(A).

(E) Where there is no election that complies with this Section 6(c)(vii) in effect for a Participant for a particular calendar year, such Participant shall be deemed to have elected to receive his or her Participant Compensation for the applicable calendar year in cash.

(d) General

(i) No Cash Consideration for Awards. Awards may be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

(ii) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other awards.

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(iii) Forms of Payment Under Awards. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Corporation or an Affiliate upon the grant, exercise, surrender, redemption or payment of an Award may be made in such form or forms as the Committee will determine, including, without limitation, cash, Shares, other securities, other Awards, or other property, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee provided however that in no circumstances shall any Class B Shares of the Corporation be issued or issuable pursuant to any Award. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments. The Committee may provide for financing by broker-dealers (including payment by the Corporation of commissions) and may establish procedures (including broker-dealer assisted cashless exercise) for payment of withholding tax obligations in cash or in Shares.

(iv) Limits on Transfer of Awards.

(A) No Award, and no right under any such Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale or other transfer or encumbrance will be void and unenforceable against the Corporation or any Affiliate.

(B) Each Award, and each right under any Award, will be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative.

(v) Terms of Awards. Subject to the terms of the Plan, the term of each Award will be for such period as may be determined by the Committee; provided, however, that the term of any Award of Options shall not exceed a period of 10 years from the date of its grant.

(vi) Share Certificates. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise or redemption thereof will be subject to any stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of Canadian securities regulators, the Securities and Exchange Commission, any stock exchange upon which such Shares are then listed, and any applicable federal, state, provincial or territorial securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

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(vii) Delivery of Shares or Other Securities and Payment by Participant of Consideration. No Shares or other securities will be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement is received by the Corporation. Such payment may be made by such method or methods and in such form or forms as the Committee will determine, including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof; provided that the combined value, as determined by the Committee, of all cash and cash equivalents and the Fair Market Value of any such Shares or other property so tendered to the Corporation, as of the date of such tender, is at least equal to the full amount required to be paid pursuant to the Plan or the applicable Award Agreement to the Corporation.

(viii) No Shareholder Rights. Under no circumstances shall Options, Restricted Share Units, Deferred Share Units or any other Award made under the Plan be considered Shares or other securities of the Corporation, nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Shares or other securities of the Corporation, including, without limitation, voting rights, dividend entitlement rights (except as provided in Sections 6(b)(iii) and 6(c)(iv)) or rights on liquidation, nor shall any Participant be considered the owner of Shares by virtue of any Award.

(e) Other Awards. The Committee is hereby authorized to grant to Participants “Other Share or Performance-Based Awards”, which shall consist of a right that: (i) is not an Award described in any other provision of the Plan, and (ii) is (A) denominated or payable in, (B) valued, in whole or in part, by reference to, or (C) otherwise based on or related to, Shares (including, without limitation, units or securities convertible into Shares) or cash, in each case as may be deemed by the Committee, in its sole discretion, to be consistent with the purposes of the Plan.

7. Discretion to Pay Restricted Share Units and Deferred Share Units in Shares

(a) Discretion to Pay in Shares. Subject to Sections 7(b) and (e) and the entitlement dates prescribed in Section 6(b)(iv) or Section 6(c)(vi), as applicable, the Employer shall have the right, in its sole discretion, to require that the cash value of the Restricted Share Units or Deferred Share Units redeemed by or in respect of a Participant shall, after deduction of any applicable withholding taxes, be used to purchase on behalf of such Participant or the Participant’s Beneficiary, as applicable, Shares on the open market in accordance with the provisions of Sections 7(b) and (d), and on delivery or credit of such Shares to or for the account of the Participant or the Participant’s Beneficiary, as applicable, the Employer shall be fully discharged of its obligations pursuant to the Plan in so doing and the Restricted Share Units or Deferred Share Units in respect of which such payment was made shall be cancelled and no further payments shall be made from the Plan in respect of such Restricted Share Units or Deferred Share Units, as applicable.

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(b) Purchase of Shares. In the event the Employer exercises its right under Section 7(a), prior to 11:00 a.m. on the Participant’s Restricted Share Unit Entitlement Date or Deferred Share Unit Entitlement Date, as applicable (or, where such entitlement date is not a business day, on the next business day), the Committee shall notify the Broker as to the cash value of the redeemed Restricted Share Units or Deferred Share Units, as applicable, in the Participant’s Restricted Share Unit Account or Director’s Share Unit Account, as applicable, after deduction of applicable withholding taxes, to be used by the Broker to purchase Shares on behalf of the Participant on the open market. As soon as practicable thereafter, and subject to the entitlement dates prescribed in Section 6(b)(iv) or Section 6(c)(vi), as applicable, the Broker shall purchase on the open market the maximum number of Shares possible at such time with the cash value disclosed by the Committee and shall notify the Participant and the Committee of: (i) the number of Shares purchased; (ii) the aggregate purchase price of the Shares (“Aggregate Purchase Price”); (iii) the purchase price per share or, if the Shares were purchased at different prices, the average purchase price (computed on a weighted average basis) per share; (iv) the amount of any related brokerage commission; and (v) the settlement date for the purchase of the Shares. On the settlement date in respect of the Shares purchased hereunder, upon payment of the Aggregate Purchase Price and related brokerage commission by the Employer, the Broker shall, in accordance with the instructions of the Participant or the Participant’s Beneficiary, as applicable, deliver to the Participant or the Participant’s Beneficiary, as applicable, a certificate representing such Shares, or credit such Shares to an account with the Broker in the name of the Participant or the Participant’s Beneficiary, as applicable.

(c) Payment of Balance Remaining on Share Purchase. If, after the Broker applies the value of a Participant’s Restricted Share Units or Deferred Share Units, as applicable, to the purchase of whole Shares as provided for in Section 7(b), an amount remains payable under the Plan in respect of the Participant, the Employer shall pay such amount in cash to the Participant or the Participant’s Beneficiary as applicable.

(d) Purchase by Broker. Purchases of Shares pursuant to the Plan shall be made on the open market by the Broker. Any designation of a Broker may be changed by the Participant from time to time. Upon designation of a Broker or at any time thereafter, the Committee may on behalf of the Corporation and any Employer elect to provide the designated Broker with a letter agreement to be executed by the Broker and entered into with the Participant and to which the Corporation and any Employer would also be a party, setting forth, inter alia, (i) the Broker’s concurrence to being so designated, and agreement to act for the Participant’s account in accordance with customary usage of the trade with a view to obtaining the best share price for the Participant and to settle the purchase by delivering share certificates for the Shares purchased or by crediting such Shares to an

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account in the name of the Participant or the Participant’s Beneficiary, as applicable, in accordance with the instructions of the Participant or the Participant’s Beneficiary, as applicable, upon payment by the applicable Employer of the purchase price and related reasonable brokerage commission; and (ii) the Employer’s agreement to notify the Broker of the number of Shares to be purchased and to pay the purchase price and the related reasonable brokerage commission on behalf of the Participant or the Participant’s Beneficiary, as applicable, provided however that no terms of said letter agreement shall have the effect of making the Broker or deeming the Broker to be an affiliate of (or not independent from) the Corporation and any corporation related (within the meaning of the Tax Act) to the Corporation for purposes of any applicable corporate, securities or stock exchange requirement.

(e) Payment where no market for Shares. In the event that, at the time contemplated for the purchase of Shares under the Plan, there is no public market for the Shares, the obligations of the Employer under the Plan shall be met by a payment in cash in such amount as is reasonably determined by the Board to be equitable in the circumstances based on the value of the Shares at the time of payment, less applicable withholding taxes, such determination to be final and binding for all purposes.

8. Death or Disability of Participant

At the discretion of the Committee, the Restricted Share Units of a Participant shall either (in each case, to the extent designated by the Committee provided that, for greater certainty, the Committee shall have the discretion to designate all or any part of the Restricted Share Units covered thereby as being subject to Section 8(a) and/or Section 8(b)):

(a) become Vested Awards immediately, and not terminate nor be forfeited, on the death, retirement pursuant to a retirement plan of the Corporation or an Affiliate or termination of employment by reason of the disability (as determined by the Committee) of the Participant; or

(b) terminate and become null and void on the death, retirement pursuant to a retirement plan of the Corporation or an Affiliate or termination of employment by reason of the disability (as determined by the Committee) of the Participant.

9. Acceleration

Notwithstanding anything else herein contained, the Committee may, in its sole discretion, at any time permit the acceleration of vesting of any or all Awards.

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10. Amendments and Adjustments

Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:

(a) Amendments to the Plan. Subject to the requirements of applicable law, rules and regulations, the Board may amend, alter, suspend, discontinue, or terminate the Plan without the consent of any shareholder, Participant, other holder or Beneficiary of an Award, or other Person; provided, however, that, subject to the Corporation’s rights to adjust Awards under Section 10(c) and (d), any amendment, alteration, suspension, discontinuation, or termination that would impair the rights of any Participant, or any other holder or beneficiary of any Award previously granted, will not to that extent be effective without the consent of that Participant, other holder or beneficiary of an Award, as the case may be; and provided further, however, that notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the shareholders of the Corporation no amendment, alteration, suspension, discontinuation, or termination will be made that would:

(i) increase the total number of Shares available for Awards under the Plan, except as provided in Section 4;

(ii) reduce the exercise price or extend the term of any Award benefiting an insider of the Corporation; and

(iii) otherwise cause the Plan to cease to comply with any tax or regulatory requirement, including for these purposes any approval or other requirement.

(b) Amendments to Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award previously granted, prospectively or retroactively; provided, however, that, subject to the Corporation’s rights to adjust Awards under Section 10(c) and (d), any amendment, alteration, suspension, discontinuation, cancellation or termination that would impair the rights of any Participant or holder or beneficiary of any Award previously granted, will not to that extent be effective without the consent of the Participant or holder or beneficiary of an Award, as the case may be.

(c) Adjustment of Awards Upon Certain Acquisitions. In the event the Corporation or any Affiliate assumes outstanding employee awards or the right or obligation to make future awards in connection with the acquisition of another business or another corporation or business entity, the Committee may, subject to, if applicable, approval of the Toronto Stock Exchange and NASDAQ Stock Market, make any adjustments, not inconsistent with the terms of the Plan, in the terms of Awards as it deems appropriate in order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted under the Plan as so adjusted.

(d) Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. Subject to, if applicable, approval of the Toronto Stock Exchange and NASDAQ Stock Market, the Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in,

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Awards in recognition of unusual or non-recurring events (including, without limitation, the events described in Section 4(b) or Section 4(c)) affecting the Corporation, any Affiliate, or the financial statements of the Corporation or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that those adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

11. General Provisions

(a) No Right to Awards. No Employee or other Person will have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees, or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient.

(b) Delegation. Subject to the terms of the Plan and applicable law, the Committee may delegate to one or more officers or managers of the Corporation or any Affiliate, or to a committee of such officers or managers, the authority, subject to such terms and limitations as the Committee will determine, to cancel, modify, waive rights with respect to, alter, discontinue, suspend, or terminate Awards.

(c) Correction of Defects, Omissions, and Inconsistencies. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it will deem desirable to carry the Plan into effect.

(d) Withholding. The Corporation or any Affiliate will be authorized to withhold from any Award granted, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards, or other property) of withholding, taxes or other amounts which are due or payable in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take any other action as may be necessary in the opinion of the Corporation or any Affiliate, acting reasonably, to satisfy all obligations for the payment of those taxes. Neither the Corporation nor any Affiliate shall be held responsible for any tax or other liabilities or consequences which result from the Participant’s participation in the Plan, including any employment related taxes or benefit costs, whether or not such costs are the primary responsibility of the Corporation or the Affiliate.

(e) No Limit on Other Compensation Arrangements. Nothing contained in the Plan will prevent the Corporation or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and those arrangements may be either generally applicable or applicable only in specific cases.

(f) Collection of Personal Information. Each Participant shall provide the Corporation, the Board and the Committee with all information they require in

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order to administer the Plan. The Corporation, the Board and the Committee may from time to time transfer or provide access to such information to a third party service provider for purposes of the administration of the Plan provided that such service providers will be provided with such information for the sole purpose of providing such services to the Corporation. By participating in the Plan, each Participant acknowledges that information may be so provided and agrees to its provision on the terms set forth herein. Except as specifically contemplated in this Section 11(f), the Corporation, the Board and the Committee shall not disclose the personal information of a Participant except: (i) in response to regulatory filings or other requirements for the information by a governmental authority with jurisdiction over the Corporation; (ii) for the purpose of complying with a subpoena, warrant or other order by a court, person or body having jurisdiction to compel production of the information; or (iii) as otherwise required by law. In addition, personal information of Participants may be disclosed or transferred to another party during the course of, or completion of, a change in ownership of, or the grant of a security interest in, all or a part of the Corporation or any Affiliate, including through an asset or share sale, or some other form of business combination, merger or joint venture, provided that such party is bound by appropriate agreements or obligations.

(g) No Right to Employment. The grant of an Award will not be construed as giving a Participant the right to be retained in the employ, as an officer or director of the Corporation or any Affiliate. Further, the Corporation or any Affiliate may at any time dismiss a Participant from employment, as an officer or member of the Board, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(h) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan will be determined in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta.

(i) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Person or Award under any law deemed applicable by the Committee, that provision will be construed or deemed amended to conform to applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, that provision will be stricken as to that jurisdiction, Person or Award and the remainder of the Plan and any such Award will remain in full force and effect.

(j) No Trust or Fund Created. The Plan shall be unfunded in all respects. Neither the Plan nor any Award will create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Corporation or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Corporation or any Affiliate pursuant to an Award, that right will be no greater than the right of any unsecured general creditor of the Corporation or any Affiliate.

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(k) No Fractional Shares. No fractional Shares will be issued or delivered pursuant to the Plan or any Award, and the Committee will determine whether cash, other securities, or other property will be paid or transferred in lieu of any fractional Shares or whether those fractional Shares or any rights thereto will be canceled, terminated, or otherwise eliminated.

(l) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Those headings will not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision of the Plan.

12. Adoption, Approval and Effective Date of the Plan

The Plan will be adopted by the Board and the shareholders of the Corporation prior to the completion of the Corporation’s initial public offering (the “IPO”) and will become effective immediately prior to the closing of the IPO. The Plan shall continue in effect until its termination by the Committee.

13. Special Provisions Applicable to U.S. Participants

Any provision of the Plan to the contrary notwithstanding, any grant of an Award to a Participant who is a U.S. Participant (as defined in the Special Appendix attached to the Plan) shall be subject to the provisions of the Special Appendix attached to the Plan.

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SCHEDULE “A”

SMART Technologies Inc.

Amended and Restated Equity Incentive Plan (the “Plan”)

Participation and Election Agreement

I hereby confirm that, as of the date written below, I am an employee, officer, consultant and/or member of the Board of Directors of SMART Technologies Inc. (the “Corporation”) or an Affiliate and acknowledge that I have been or will be granted Deferred Share Units under the Plan and/or have elected or will elect herein to have all or a percentage of my Participant Compensation satisfied in the form of Deferred Share Units under Section 6(c)(vii) of the Plan, subject to and in accordance with the terms of the Plan and my Notice of Deferred Share Unit Award (“Award Notice”).

The terms and conditions of the Plan and my Award Notice are hereby incorporated by reference as terms and conditions of this election and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan.

I hereby acknowledge and confirm that:

1. I elect to have     % of my Participant Compensation satisfied in the form of Deferred Share Units.

2. I have received and reviewed a copy of the Plan and agree to be bound by the terms and conditions of the Plan.

3. I understand that any election I make with respect to my Participant Compensation shall be effective only with respect to compensation paid for services performed in calendar years after this Participation and Election Agreement is filed, and shall be irrevocable in respect of the calendar year it is made for and shall remain in effect until modified or revoked by the filing of a new election form in accordance with the terms of the Plan.

4. I understand that I will not be able to cause the Corporation to redeem Deferred Share Units granted under the Plan until I am no longer an employee, officer or member of the Board of the Corporation or of an Affiliate.

5. I recognize that when Deferred Share Units credited pursuant to the Plan are redeemed in accordance with the terms of the Plan after I am no longer either an employee, officer, consultant or member of the Board of the Corporation or of an Affiliate, income tax and other withholdings as required by law will arise at that time. Upon redemption of the Deferred Share Units, the Corporation or an Affiliate, as applicable, will make all appropriate withholdings as required by law at that time. Neither the Corporation nor any Affiliate has provided me with any tax advice with respect to the Plan and I acknowledge that I should confirm with my own advisor(s) the tax treatment of my Deferred Share Units.

6. The value of Deferred Share Units is based on the value of the Shares of the Corporation from time to time and therefore is not guaranteed.

7. No funds will be set aside to guarantee payment of the amounts due upon the redemption of Deferred Share Units. Future payment of such amounts will remain an unfunded and unsecured liability recorded on the books of the Corporation.

8. I understand that all distributions in respect of any Deferred Share Units in my Deferred Share Unit Account will be in the form of cash or Shares, at the discretion of the Committee.

9. As a Participant in the Plan, I am required to provide the Corporation with all information (including personal information) required to administer and operate the Plan and I hereby consent to the collection and use of all such information by the Corporation and the Committee. I understand that the Corporation may from time to time transfer or provide access to Participant information to (i) third party service providers for purposes of the administration of the Plan and, (ii) Affiliates for purposes of preparing financial statements or other necessary reports and facilitating payment or reimbursement of Plan expense, and that such persons will be provided with such information for such purposes only. I also understand that the Corporation may from time to time disclose personal information about me in response to regulatory filings or other requirements for the information by a governmental authority or regulatory body, or for the purpose of complying with a subpoena, warrant or other order by a court, person or body having jurisdiction over the Corporation to compel production of the information.

The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan text. In the event of any conflict between the terms of the Plan and this Participation and Election Agreement or the Award Notice, the terms of the Plan will prevail and govern.

Date	(Name of Participant) [Please Print]
	(Signature of Participant)

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Special Appendix

to

SMART Technologies Inc.

Amended and Restated Equity Incentive Plan (the “Plan”)

Special Provisions Applicable to U.S. Participants

This special appendix sets forth special provisions of the Plan that apply to U.S. Participants.

1. Definitions

For purposes of this Special Appendix:

(a) “Code” means the United States Internal Revenue Code of 1986, as amended, and any applicable Treasury Regulations and other binding regulatory guidance thereunder.

(b) “Section 409A” means Section 409A of the Code.

(c) “Separation from Service” means a “separation from service” for purposes of Section 409A(a)(2)(A)(i) of the Code.

(d) “Specified Employee” means a “specified employee” as determined by the Board in a manner that complies with Section 409A(a)(2)(B)(i) of the Code.

(c) “U.S. Participant” means a Participant who is a “United States person” under Section 7701(a)(30) of the Code.

2. Compliance with Section 409A

The Plan and Awards granted to any U.S. Participant under the Plan are intended to be exempt from or comply with the requirements of Section 409A so as to avoid any tax arising under Section 409A and shall be interpreted and administered in a manner consistent with that intent, provided, however, that in the case of a U.S. Participant who is also subject to taxation under the Tax Act in respect of Awards granted hereunder, the intent is also that the Participant will not be subject to material adverse tax consequences under the Tax Act. In furtherance of this intent, and any provision of the Plan to the contrary notwithstanding, with respect to Awards granted to a U.S. Participant:

(a) All Options granted to U.S. Participants are intended to be exempt stock rights pursuant to Section 1.409A-1(b)(5) of the United States Treasury Regulations. Any Award Agreement evidencing the grant of an Option to a U.S. Participant shall be written in a manner consistent with that intent. In addition, for purposes of determining the exercise price of Shares on the date of grant of an Option under Section 6(a)(i) of the Plan, “Fair Market Value” means the closing trading price reported for such Shares on the date of reference on the Principal Market, provided that if there is no closing trading price reported on any such date, then

Fair Market Value with respect to the Shares shall be the volume weighted average trading price for such Shares on the Principal Market for the five (5) days preceding the date of reference on which the Shares traded, but not less than the closing trading price reported for such Shares on the last preceding business day on which there was a closing trading price on the Principal Market.

(b) If an Award other than an Option is granted under the Plan to a U.S. Participant, such Award shall be designed in a manner intended to avoid any tax arising under Section 409A and shall be evidenced by an Award Agreement that is designed to comply with Section 409A or be exempt therefrom and also, if the Participant is subject to taxation under the Tax Act, that is designed so that the Participant will not be subject to material adverse tax consequences under the Tax Act to the extent both goals can be achieved. In furtherance of such intent, with respect to Awards other than Options, such Award Agreements may vary from the general terms of the Plan, where necessary, including without limitation the following:

(i) Where applicable, any reference or requirement relating to the termination or cessation of a U.S. Participant’s employment may instead refer to or require such U.S. Participant’s Separation from Service;

(ii) Where an Award Agreement is designed to be exempt from Section 409A, “Good Reason” may be defined so that a Separation from Service for Good Reason effectively constitutes an “involuntary separation from service” in accordance with Section 1.409A-1(n)(2) of the United States Treasury Regulations unless not required to satisfy the exemption requirements.

(iii) To the extent that a payment that is intended to be compliant with Section 409A is to occur upon the occurrence of a Significant Event, “Significant Event” may be limited, as needed, so that it will constitute a change in the ownership or effective control of the Corporation or a change in the ownership of a substantial portion of the assets of the Corporation in accordance with Section 409A(a)(2)(A)(v) of the Code.

(iv) The payment provisions of an Award Agreement may be designed to maintain the status of the Award as either compliant with or exempt from Section 409A. If required for an Award subject to Section 409A, an Award Agreement may include, without limitation, a requirement that a Specified Employee not be paid earlier than six months following the date of the U.S. Participant’s Separation from Service (or, if earlier, the date of death of the U.S. Participant).

(c) Any adjustments or amendments made with respect to an Award granted to a U.S. Participant, such as those referenced under Sections 4(b), 6(b)(v) and 10 of the Plan, will be performed in a manner designed to maintain the status of the Award as either compliant with or exempt from Section 409A except where necessary to avoid material adverse tax consequences to the Participant under the Tax Act with respect to a Participant subject to the Tax Act.

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SCHEDULE “A-1”

SMART Technologies Inc.

Amended and Restated Equity Incentive Plan (the “Plan”)

Participation and Election Agreement for U.S. Participant

I hereby confirm that, as of the date written below, I am an employee, officer, consultant and/or member of the Board of Directors of SMART Technologies Inc. (the “Corporation”) or an Affiliate and acknowledge that I have been or will be granted Deferred Share Units under the Plan and/or have elected or will elect herein to have all or a percentage of my Participant Compensation satisfied in the form of Deferred Share Units under Section 6(c)(vii) of the Plan, subject to and in accordance with the terms of the Plan and my Notice of Deferred Share Unit Award for U.S. Participant (“Award Notice”).

The terms and conditions of the Plan and my Award Notice are hereby incorporated by reference as terms and conditions of this election and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan.

I hereby acknowledge and confirm that:

1. I elect to have     % of my Participant Compensation satisfied in the form of Deferred Share Units.

2. I have received and reviewed a copy of the Plan and a related Memorandum to Participants and I agree to be bound by the terms and conditions of the Plan.

3. I understand that any election I make with respect to my Participant Compensation shall be effective only with respect to compensation paid for services performed in calendar years after this Participation and Election Agreement is filed, and shall be irrevocable in respect of the calendar year it is made for and shall remain in effect until modified or revoked by the filing of a new election form in accordance with the terms of the Plan.

4. I understand that I will not be able to cause the Corporation to redeem Deferred Share Units granted under the Plan until I have had a “Separation from Service” (as defined in the Special Appendix to the Plan) with respect to the Corporation or, if I perform services for an Affiliate, such Affiliate.

5. I recognize that when Deferred Share Units credited pursuant to the Plan are redeemed in accordance with the terms of the Plan after I am no longer either an employee, officer, consultant or member of the Board of the Corporation or of an Affiliate, income tax and other withholdings as required by law will arise at that time. Upon redemption of the Deferred Share Units, the Corporation or an Affiliate, as applicable, will make all appropriate withholdings as required by law at that time. Neither the Corporation nor any Affiliate has provided me with any tax advice with respect to the Plan and I acknowledge that I should confirm with my own advisor(s) the tax treatment of my Deferred Share Units.

6. The value of Deferred Share Units is based on the value of the Shares of the Corporation from time to time and therefore is not guaranteed.

7. No funds will be set aside to guarantee payment of the amounts due upon redemption of Deferred Share Units. Future payment of such amounts will remain an unfunded and unsecured liability recorded on the books of the Corporation.

8. I understand that all distributions in respect of any Deferred Share Units in my Deferred Share Unit Account will be in the form of cash or Shares, in the discretion of the Committee.

9. As a Participant in the Plan, I am required to provide the Corporation with all information (including personal information) required to administer and operate the Plan and I hereby consent to the collection and use of all such information by the Corporation and the Committee. I understand that the Corporation may from time to time transfer or provide access to Participant information to (i) third party service providers for purposes of the administration of the Plan and, (ii) Affiliates for purposes of preparing financial statements or other necessary reports and facilitating payment or reimbursement of Plan expense, and that such persons will be provided with such information for such purposes only. I also understand that the Corporation may from time to time disclose personal information about me in response to regulatory filings or other requirements for the information by a governmental authority or regulatory body, or for the purpose of complying with a subpoena, warrant or other order by a court, person or body having jurisdiction over the Corporation to compel production of the information.

The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan text and the Memorandum to Participants. In the event of any conflict between the terms of the Plan and this Participation and Election Agreement, the Memorandum to Participants or the Award Notice, the terms of the Plan will prevail and govern.

Date	(Name of Participant) [Please Print]
	(Signature of Participant)

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EX-4.4

Exhibit 4.4

STOCK OPTION AGREEMENT

THIS AGREEMENT dated as of             , 201    .

BETWEEN:

SMART TECHNOLOGIES INC., a body corporate amalgamated under the laws of the Province of Alberta (the “Corporation”)

AND:

                     (the “Optionee”)

WHEREAS:

A. The Corporation has adopted an Amended and Restated Equity Incentive Plan (which equity incentive plan, as may be amended from time to time, is referred to herein as the “Plan”); and

B. The Board of Directors of the Corporation has approved the granting to the Optionee of a stock option to purchase shares of the Corporation under the Plan;

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

1. Pursuant to the provisions of the Plan, the Corporation hereby grants to the Optionee, on the terms and conditions contained herein, an irrevocable right (the “Option”) to purchase from the Corporation an aggregate of              Class A Subordinate Voting Shares in the capital of the Corporation (the “Shares”), at the price of US$ZZZZ per share (the “Exercise Price”) exercisable as to the number of Shares and within the periods of time set forth in Section 3 of this Agreement.

2. The Option granted hereby is subject to the terms and conditions of this Agreement and as contained in the Plan. The Plan is incorporated into and made a part of this Agreement. Unless there is something inconsistent in the subject or context, or unless otherwise provided in this Agreement, each of the capitalized expressions used in this Agreement has the same meaning ascribed to it in the Plan.

3. Subject to the limitations on exercise and termination contained in the Plan, the Optionee may exercise the Option at any time after the date of this Agreement and before 5:00 p.m. (Calgary time) on                 , 201     (the “Normal Expiry Date”), subject to the vesting conditions below. At 5:00 p.m. (Calgary time) on the Normal Expiry Date, the Option terminates and is of no further force or effect in respect of those Shares for which the Option has not been exercised. The Option will vest as follows:

One-quarter (25%) of the Shares on             , 201    

One-quarter (25%) of the Shares on             , 201    

One-quarter (25%) of the Shares on             , 201    

One-quarter (25%) of the Shares on             , 201    

Provided that the Optionee shall have performed the duties of his or her position with the Corporation for, on a cumulative basis, not less than 250 days in each 12-month period preceding the respective vesting date for each of four years and if such condition is not satisfied no vesting of the Option shall occur on the vesting date, even if the Optionee would otherwise be entitled to such vesting.

4. Subject to the provisions of the Plan, the Optionee or his legal personal representative may exercise the Option for vested Shares by giving a written notice (the “Notice”) to the Corporation substantially in the form of Exhibit “A”. In the Notice, the Optionee will specify the number of Shares being purchased. Concurrently, the Optionee will deliver payment, by cash, certified cheque or bank draft, in the full amount of the Exercise Price for the number of Shares specified in the Notice. As soon as reasonably practical but in no event later than 5 business days thereafter, the Optionee will deliver payment, by cash, certified cheque or bank draft of an amount sufficient to enable the Corporation (or an Affiliate, as applicable) to satisfy its obligations regarding the remittance of applicable tax and other source deductions resulting from the exercise of such options. Within 10 days after the Corporation’s receipt of the Notice, the Exercise Price and the amount for withholding taxes, the Corporation will deliver (or cause to be delivered) to the Optionee or his legal personal representatives, or as the Optionee or his legal personal representatives may otherwise direct in the Notice, one or more certificates in the name of the Optionee or his legal personal representative, representing the aggregate number of Shares for which the Optionee or his legal personal representatives have paid the Exercise Price.

5. Nothing contained in the Plan or this Agreement requires the Optionee to purchase any Shares except those Shares in respect of which the Optionee has exercised his Option in the manner provided in Section 4 of this Agreement.

6. The Optionee has no rights as a shareholder for any of the Shares, including without limitation, the right to receive dividends or other distributions thereon, other than in respect of those Shares for which the Optionee has exercised this Option and for which the Corporation has issued certificates, both in the manner provided in Section 4 of this Agreement.

7. If a conflict arises between the Plan and this Agreement, the terms and conditions of the Plan shall prevail. The Corporation and the Optionee will refer to the Committee any question, conflicts or disputes arising under the Plan or this Agreement as to the interpretation, construction or enforcement of the Option and agree that the Committee’s decision is final and binding on the parties.

8. All notices and other communications under this Agreement or the Plan are deemed to have been sufficiently given if personally delivered, if given by facsimile at the number indicated below or if mailed by registered prepaid post addressed as follows:

(a) If to the Corporation, to 3636 Research Road NW, Calgary, Alberta, T2L 1Y1 or to fax number (403) 407-4897, Attention: VP, People Services.

(b) If to the Optionee, at the address specified on the signature page of this Agreement or, if no such address is provided, at the address specified for the Optionee in the records of the Corporation.

A notice or other communication delivered personally is deemed to have been received as soon as actual delivery has been made at the address above. A notice or other communication given by facsimile is deemed to have been given on the date that confirmation of transmission is received by the sender. A notice or other communication mailed is deemed to have been given on the third business day after the day it is posted in any post office in the Province of Alberta. Either party to this Agreement may, at any time, change its address for service by notice given in the manner set out in this Agreement.

9. This Agreement enures to the benefit of and is binding upon the Corporation, its successors and assigns, and the Optionee and his legal personal representatives to the extent provided in the Plan. Neither the Option nor this Agreement is assignable by the Optionee or his legal personal representatives.

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10. Time is of the essence of this Agreement.

11. In this Agreement words importing the masculine gender include feminine and vice versa. Similarly, words importing the singular include the plural and vice versa.

12. This Agreement and the Option are subject to and are to be construed in accordance with the laws of the Province of Alberta.

13. The Optionee acknowledges and agrees that the granting of these Options is governed by applicable securities laws which may require the Optionee to file an insider report on SEDI within the applicable time frame. The Optionee further acknowledges that the filing of an insider report is his or her personal responsibility.

14. This Agreement constitutes the whole and entire agreement between the parties in connection with the subject matter hereof and cancels and supersedes any prior agreements, undertakings, declarations, commitments, representations, written or oral, in respect thereof, and, other than as set forth in the Plan, there are no express or implied terms, conditions, agreements, undertakings, declarations, commitments, representations or warranties or other duties (legal, equitable, fiduciary, in tort or under general principles of civil law) whatsoever between the parties not expressly provided for in this Agreement.

IN WITNESS WHEREOF the parties hereto have signed and delivered this Agreement as of the date first above written.

SIGNED AND DELIVERED	)
In the presence of	)
	)
	)
	)
	)
Witness

Address for service of the Optionee:

	SMART TECHNOLOGIES INC.
	Per:
		Name:	Nancy Knowlton
		Title:	President & CEO
Facsimile No.:

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EXHIBIT “A”

SMART TECHNOLOGIES INC.

(the “Corporation”)

NOTICE OF EXERCISE OF OPTION

This is the Notice referred to in a Stock Option Agreement between the Corporation and              (the “Optionee”) dated              (the “Agreement”). Capitalized terms used herein shall have the meanings ascribed thereto in the Agreement.

The undersigned Optionee (or his legal representative(s) permitted under the Plan) hereby irrevocably elects to exercise his Option for the number and class of Shares (or other property or securities subject thereto) as set forth below:

(a)	Number of Shares to be Acquired:
(b)	Class of Shares:	Class A Subordinate Voting Shares
(c)	Exercise Price Per Share:	$
(d)	Aggregate Exercise Price:	$

And hereby tenders either cash, a certified cheque or a bank draft for the aggregate Exercise Price, and directs that the Shares be registered and a certificate therefor be issued and delivered as directed below.

DATED THIS      day of              (month),          year)

WITNESS TO EXECUTION	)
	)
	)
	)
	)	Name of Optionee
	)
	)
	)
	)	Signature of Optionee
Direction as to Registration of Shares
Name of Registered Holder
Address of Registered Holder

EX-4.5

Exhibit 4.5

RSU AGREEMENT

FOR U.S. PARTICIPANT

THIS AGREEMENT dated —, —.

BETWEEN:

SMART TECHNOLOGIES INC., a body corporate amalgamated under the laws of the Province of Alberta (the “Corporation”)

AND:

             (the “Participant”)

WHEREAS:

A. The Corporation has adopted an Amended and Restated Equity Incentive Plan (which equity incentive plan, as may be amended from time to time, is referred to herein as the “Plan”); and

B. The Board of Directors of the Corporation has approved the granting to the Participant of restricted share units of the Corporation under the Plan;

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

1. The Corporation hereby grants to the Participant, upon and subject to the terms and conditions of this Agreement, — Restricted Share Units. Such Restricted Share Units shall vest and become Vested Restricted Share Units as to the number of Restricted Share Units set forth below on the vesting date set forth opposite such number:

Number of Restricted Share Units	Vesting Date
—	—
—	—
—	—

Within 30 days after Restricted Share Units granted hereunder become Vested Restricted Share Units, and always prior to December 31st of the third year following the RSU Service Year (as specified in Section 3 hereof), such Vested Restricted Share Units shall be redeemed and paid by the Participant’s Employer to the Participant or the Participant’s Beneficiary, as applicable, with such payment being equal to the Fair Market Value of the Vested Restricted Share Units so redeemed, calculated as of the date of vesting, which payment shall, after deduction of any applicable taxes and other source deductions required to be withheld by the Employer, be paid in cash or Shares, at the choice of the Employer. All Vested Restricted Share Units that are redeemed shall thereafter be cancelled and no longer outstanding.

2. The Restricted Share Units granted hereby are subject to the terms and conditions of this Agreement and as contained in the Plan. The Plan is incorporated into and made a part of this Agreement. Unless there is something inconsistent in the subject or context, or unless otherwise provided in this Agreement, each of the capitalized expressions used in the Agreement has the same meaning ascribed to it in the Plan.

3. The RSU Service Year with respect to the Restricted Share Units granted pursuant hereto shall be —.

4. Subject to the condition that no payout can be made in respect of a Restricted Share Unit except in the circumstances specified in Section 6 of the Plan:

(a) All Vested Restricted Share Units shall be paid out in accordance with this Agreement and the Plan.

(b) Subject to the remaining provisions of this Section 4 and to any express resolution passed by the Board or the permitted exercise of discretion by the Committee, on a Participant’s Termination Date (the Termination Date being, in respect of a Participant, the date that the Participant ceases to be actively employed by, or ceases to provide services as a consultant to, the Corporation or an Affiliate for any reason, without regard to any statutory, contractual or common law notice period that may be required by law following the termination of the Participant’s employment or consulting relationship in the Corporation or Affiliate), any Restricted Share Units granted to such Participant that have not become Vested Restricted Share Units on or prior to the Participant’s Termination Date shall terminate and become null and void as of such date.

(c) Notwithstanding the preceding Paragraph (b), where the Participant’s Termination Date occurs as a result of the Participant’s death or disability or voluntary termination by the Participant for Good Reason, in respect of any Restricted Share Units standing to the credit of such Participant that have not become Vested Restricted Share Units on or prior to the Participant’s Termination Date, a pro rata proportion of such Restricted Share Units shall become Vested Restricted Share Units on the Participant’s Termination Date based on the number of full months during the vesting period that the Participant was actively employed by the Corporation or an Affiliate versus the number of full months in the vesting period. Notwithstanding the definition of “Good Reason” in the Plan, for purposes of this Agreement, “Good Reason” means “good reason” or similar term as defined in the Participant’s written employment agreement with the Corporation or an Affiliate of the Corporation, if such definition satisfies the requirements of Section 1.409A-1(n)(2) of the United States Treasury Regulations so that a voluntary termination for Good Reason effectively constitutes an “involuntary separation from service.” If the Participant (i) is not employed under a written agreement with the Corporation or an Affiliate of the Corporation or (ii) is employed under a written agreement with the Corporation or an Affiliate of the Corporation, but such agreement does not satisfy the requirements of Section 1.409A-1(n)(2) of the United States Treasury Regulations so that a voluntary termination for Good Reason effectively constitutes an “involuntary separation from service”, no Good Reason will exist upon the Participant’s voluntary termination of employment. [NOTE TO DRAFT: If you prefer, for persons without compliant good reason provisions in their employments agreements, we could replace the “Good Reason” definition with a definition that would satisfy the safe harbor rule under Code Section 409A. We are not sure how critical this provision providing vesting upon termination for Good Reason was for the design of the award, but we can modify this language, if desired. We also note that the provision providing accelerated vesting upon termination without Cause was removed. If the Good Reason provision should also be removed, please let us know.]

5. Participation in the Plan is voluntary and is not a condition of employment with the Corporation. No Participant shall have any claim or right to be granted Restricted Share Units pursuant to the Plan.

6. Neither the Corporation nor any subsidiary of the Corporation (which for the purposes of this Award Agreement includes their respective directors, officers and employees) shall have any liability for: (i) the income or other tax consequences to Participants arising from participation in the Plan; (ii) any change in the value of the Restricted Share Units; or (iii) any delays or errors in the administration of the Plan, except where such person has acted with wilful misconduct. Participants should consult their own tax and business advisors as neither the Company nor any of its subsidiaries is providing any such advice to any Participant.

7. If a conflict arises between the Plan and this Agreement, the terms and conditions of the Plan shall prevail. The Corporation and the Participant will refer to the Committee any question, conflicts or disputes arising under the Plan or this Agreement as to the interpretation, construction or enforcement of the Restricted Share Units and agree that the Committee’s decision is final and binding on the parties.

8. All notices and other communications under this Agreement or the Plan are deemed to have been sufficiently given if personally delivered, if given by facsimile at the number indicated below or if mailed by registered prepaid post addressed as follows:

(a) If to the Corporation, to 3636 Research Road NW, Calgary, Alberta, T2L 1Y1 or to fax number (403) 407-4897, Attention: VP, People Services.

(b) If to the Participant, at the address specified on the signature page of this Agreement or, if no such address is provided, at the address specified for the Participant in the records of the Corporation.

A notice or other communication delivered personally is deemed to have been received as soon as actual delivery has been made at the address above. A notice or other communication given by facsimile is deemed to have been given on the date that confirmation of transmission is received by the sender. A notice or other communication mailed is deemed to have been given on the third business day after the day it is posted in any post office in the Province of Alberta. Either party to this Agreement may, at any time, change its address for service by notice given in the manner set out in this Agreement.

9. This Agreement enures to the benefit of and is binding upon the Corporation, its successors and assigns, and the Participant and his legal personal representatives to the extent provided in the Plan. Neither the Restricted Share Units granted hereby nor this Agreement is assignable by the Participant or his legal personal representatives.

10. Time is of the essence of this Agreement.

11. In this Agreement words importing the masculine gender include feminine and vise versa. Similarly, words importing the singular include the plural and vise versa.

12. This Agreement is subject to and is to be construed in accordance with the laws of the Province of Alberta.

13. The Participant acknowledges and agrees that the granting of these Restricted Share Units is governed by applicable securities laws which may require the Participant to file an insider report on SEDI within the applicable time frame. The Participant further acknowledges that the filing of an insider report is his or her personal responsibility.

14. The Restricted Share Units granted pursuant to this Agreement are designed to be exempt from Section 409A of the United States Internal Revenue Code and shall be construed and interpreted in accordance with such intent.

15. This Agreement constitutes the whole and entire agreement between the parties in connection with the subject matter hereof and cancels and supersedes, except to the extent otherwise provided herein or in the Plan, any prior agreements, undertakings, declarations, commitments, representations, written or oral, in respect thereof, and, other than as set forth in the Plan, there are no express or implied terms, conditions, agreements, undertakings, declarations, commitments, representations or warranties or other duties (legal, equitable, fiduciary, in tort or under general principles of civil law) whatsoever between the parties not expressly provided for in this Agreement.

IN WITNESS WHEREOF the parties hereto have signed and delivered the Agreement as of the date first above written.

SIGNED AND DELIVERED	)
In the presence of	)
	)
	)
	)
	)
Witness

Address for service of the Participant:

	SMART TECHNOLOGIES INC.
	Per:
		Nancy Knowlton
		President & CEO
Facsimile No.:

EX-4.6

Exhibit 4.6

PERFORMANCE RSU AGREEMENT

FOR U.S. PARTICIPANT

THIS AGREEMENT dated —, —.

BETWEEN:

SMART TECHNOLOGIES INC., a body corporate amalgamated under the laws of the Province of Alberta (the “Corporation”)

AND:

            (the “Participant”)

WHEREAS:

A. The Corporation has adopted an Amended and Restated Equity Incentive Plan (which equity incentive plan, as may be amended from time to time, is referred to herein as the “Plan”); and

B. The Board of Directors of the Corporation has approved the granting to the Participant of Performance Restricted Share Units of the Corporation under the Plan;

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

1. The Corporation hereby grants to the Participant, upon and subject to the terms and conditions of this Agreement, — Performance Restricted Share Units. Subject to the Performance Criteria set forth herein, such Performance Restricted Share Units shall vest and become Vested Restricted Share Units as to the number of Performance Restricted Share Units set forth below on the vesting date set forth opposite such number:

Number of Performance Restricted Share Units	Vesting Date
—	—

2. The Performance Criteria for purposes of the Performance Restricted Share Units granted pursuant to this Agreement is comprised of the Corporation’s annualized Total Shareholder Return during the Performance Period.

3. For the purposes of this agreement:

(a) “Total Shareholder Return” means the annualized total return on $100 invested in Shares, including (a) any change in the Fair Market Value of the Shares during the Performance Period; plus (b) the aggregate value of dividends paid on Shares over the period assuming these dividends are reinvested in additional Shares on the day on which any such dividend is paid at the closing price of a Share on the Principal Exchange on the immediately preceding trading day. Total Shareholder Return will be measured on a relative basis in comparison to the group of peer companies listed in Schedule “A” (the “Peer Companies”); and

(b) The “Performance Period” with respect to the grant of Performance Restricted Share Units made pursuant hereto is the period commencing on the date hereof and ending three years after the date hereof.

4. The Performance Restricted Share Units shall become Vested Restricted Share Units on the vesting date set forth in Section 1 hereof. Within 30 days after the Performance Restricted Share Units granted hereunder become Vested Restricted Share Units, and always prior to December 31st of the third year following the RSU Service Year (as specified in Section 6 hereof), such Vested Restricted Share Units shall be redeemed and paid, if applicable, by the Participant’s Employer to the Participant or the Participant’s Beneficiary, as applicable, with such payment, if any, being equal to the product of the Vested Restricted Share Units so redeemed calculated at the date of vesting and the applicable multiple (the “Performance Multiple”) as calculated pursuant to the following table:

Percentile Ranking of the Corporation’s Total Shareholder Return Relative to Peer Companies	Multiple of Vested  Restricted Share Units to be Paid(1)
³ 75th percentile		1.5X
50th percentile		1.0X
25th percentile		0.25X
< 25th percentile		0X

Note:

(1) Performance Multiple of Vested Restricted Share Units to be paid between stated percentiles will be interpolated.

Payment upon redemption of Vested Restricted Share Units shall, after deduction of any applicable taxes and other source deductions required to be withheld by the Employer, be paid in cash or Shares, at the choice of the Employer. All Vested Restricted Share Units that are redeemed shall thereafter be cancelled and no longer outstanding.

5. The Performance Restricted Share Units granted hereby are subject to the terms and conditions of this Agreement and as contained in the Plan. The Plan is incorporated into and made a part of this Agreement. Unless there is something inconsistent in the subject or context, or unless otherwise provided in this Agreement, each of the capitalized expressions used in the Agreement has the same meaning ascribed to it in the Plan.

6. The RSU Service Year with respect to the Performance Restricted Share Units granted pursuant hereto shall be —.

7. Subject to the condition that no payout can be made in respect of a Performance Restricted Share Unit except in the circumstances specified in Section 6 of the Plan:

(a) All Vested Restricted Share Units shall be paid out in accordance with this Agreement and the Plan.

(b) Subject to the remaining provisions of this Section 7 and to any express resolution passed by the Board or the permitted exercise of discretion by the Committee, on a Participant’s Termination Date (the Termination Date being, in respect of a Participant, the date that the Participant ceases to be actively employed by, or ceases to provide services as a consultant to, the Corporation or an Affiliate for any reason, without regard to any

-2-

statutory, contractual or common law notice period that may be required by law following the termination of the Participant’s employment or consulting relationship in the Corporation or Affiliate), any Performance Restricted Share Units granted to such Participant that have not become Vested Restricted Share Units on or prior to the Participant’s Termination Date shall terminate and become null and void as of such date.

(c) Notwithstanding the preceding paragraph (b), where the Participant’s Termination Date occurs as a result of the Participant’s death or disability or voluntary termination by the Participant for Good Reason, in respect of any Performance Restricted Share Units standing to the credit of such Participant that have not become Vested Restricted Share Units on or prior to the Participant’s Termination Date, a pro rata proportion of such Performance Restricted Share Units shall become Vested Restricted Share Units on the Participant’s Termination Date based on the number of full months during the vesting period that the Participant was actively employed by the Corporation or an Affiliate versus the number of full months in the vesting period and such Vested Restricted Share Units shall be redeemed and paid by the Participant’s Employer to the Participant or the Participant’s Beneficiary, as applicable, with such payment being equal to the product of the Vested Restricted Share Units so redeemed calculated at the date of vesting and a Performance Multiple of 1.0X. Notwithstanding the definition of “Good Reason” in the Plan, for purposes of this Agreement, “Good Reason” means “good reason” or similar term as defined in the Participant’s written employment agreement with the Corporation or an Affiliate of the Corporation, if such definition satisfies the requirements of Section 1.409A-1(n)(2) of the United States Treasury Regulations so that a voluntary termination for Good Reason effectively constitutes an “involuntary separation from service.” If the Participant (i) is not employed under a written agreement with the Corporation or an Affiliate of the Corporation or (ii) is employed under a written agreement with the Corporation or an Affiliate of the Corporation, but such agreement does not satisfy the requirements of Section 1.409A-1(n)(2) of the United States Treasury Regulations so that a voluntary termination for Good Reason effectively constitutes an “involuntary separation from service”, no Good Reason will exist upon the Participant’s voluntary termination of employment.

8. Participation in the Plan is voluntary and is not a condition of employment with the Corporation. No Participant shall have any claim or right to be granted Performance Restricted Share Units pursuant to the Plan.

9. Neither the Corporation nor any subsidiary of the Corporation (which for the purposes of this Award Agreement includes their respective directors, officers and employees) shall have any liability for: (i) the income or other tax consequences to Participants arising from participation in the Plan; (ii) any change in the value of the Performance Restricted Share Units; or (iii) any delays or errors in the administration of the Plan, except where such person has acted with wilful misconduct. Participants should consult their own tax and business advisors as neither the Company nor any of its subsidiaries is providing any such advice to any Participant.

10. If a conflict arises between the Plan and this Agreement, the terms and conditions of the Plan shall prevail. The Corporation and the Participant will refer to the Committee any question, conflicts or disputes arising under the Plan or this Agreement as to the interpretation, construction or enforcement of the Performance Restricted Share Units and agree that the Committee’s decision is final and binding on the parties.

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11. All notices and other communications under this Agreement or the Plan are deemed to have been sufficiently given if personally delivered, if given by facsimile at the number indicated below or if mailed by registered prepaid post addressed as follows:

(a) If to the Corporation, to 3636 Research Road NW, Calgary, Alberta, T2L 1Y1 or to fax number (403) 407-4897, Attention: VP, People Services.

(b) If to the Participant, at the address specified on the signature page of this Agreement or, if no such address is provided, at the address specified for the Participant in the records of the Corporation.

A notice or other communication delivered personally is deemed to have been received as soon as actual delivery has been made at the address above. A notice or other communication given by facsimile is deemed to have been given on the date that confirmation of transmission is received by the sender. A notice or other communication mailed is deemed to have been given on the third business day after the day it is posted in any post office in the Province of Alberta. Either party to this Agreement may, at any time, change its address for service by notice given in the manner set out in this Agreement.

12. This Agreement enures to the benefit of and is binding upon the Corporation, its successors and assigns, and the Participant and his legal personal representatives to the extent provided in the Plan. Neither the Performance Restricted Share Units granted hereby nor this Agreement is assignable by the Participant or his legal personal representatives.

13. Time is of the essence of this Agreement.

14. In this Agreement words importing the masculine gender include feminine and vise versa. Similarly, words importing the singular include the plural and vise versa.

15. This Agreement is subject to and is to be construed in accordance with the laws of the Province of Alberta.

16. The Participant acknowledges and agrees that the granting of these Performance Restricted Share Units is governed by applicable securities laws which may require the Participant to file an insider report on SEDI within the applicable time frame. The Participant further acknowledges that the filing of an insider report is his or her personal responsibility.

17. The Performance Restricted Share Units granted pursuant to this Agreement are designed to be exempt from Section 409A of the United States Internal Revenue Code and shall be construed and interpreted in accordance with such intent.

18. This Agreement constitutes the whole and entire agreement between the parties in connection with the subject matter hereof and cancels and supersedes, except to the extent otherwise provided herein or in the Plan, any prior agreements, undertakings, declarations, commitments, representations, written or oral, in respect thereof, and, other than as set forth in the Plan, there are no express or implied terms, conditions, agreements, undertakings, declarations, commitments, representations or warranties or other duties (legal, equitable, fiduciary, in tort or under general principles of civil law) whatsoever between the parties not expressly provided for in this Agreement.

-4-

IN WITNESS WHEREOF the parties hereto have signed and delivered the Agreement as of the date first above written.

SIGNED AND DELIVERED	)
In the presence of	)
	)
	)
	)
	)
Witness

Address for service of the Participant:

	SMART TECHNOLOGIES INC.
	Per:
		Nancy Knowlton
		President & CEO
Facsimile No.:

-5-

Schedule “A”

EX-4.7

Exhibit 4.7

SMART TECHNOLOGIES INC.

NOTICE OF DEFERRED SHARE UNIT AWARD FOR U.S. PARTICIPANT

SMART Technologies Inc. (the “Corporation”) hereby confirms the following award of Deferred Share Units (the “Award”) to the Participant named below in accordance with and subject to the terms, conditions and restrictions of [the Participation and Election Agreement between the Corporation and the Participant (the “Agreement”), together with] [NTD: Portion in square brackets to be included only if DSUs are being granted in satisfaction of Participant Compensation.] the provisions of the Amended and Restated Equity Incentive Plan of the Corporation (the “Plan”):

Name of Participant:	—
Date of Award:	—
Total Number of Deferred Share Units:	—

Unless there is something inconsistent in the subject or context, or unless otherwise provided in this Notice, each of the capitalized expressions used in this Notice has the same meaning ascribed to it in the Plan.

All of the Deferred Share Units subject to this Notice shall be Vested Deferred Share Units at all times. Notwithstanding any other provision of the Plan or this Notice, no payments shall be made in respect of a Deferred Share Unit granted pursuant hereto until after the earliest time of: (i) the Participant’s death; or (ii) the Participant’s “Separation from Service”, as defined in the Special Appendix to the Plan, with respect to the Corporation or, if the Participant performs services for an Affiliate, such Affiliate (such time is referred to as the “Triggering Event”). For purposes of this Notice, the “Deferred Share Unit Entitlement Date” shall be the date on which the Triggering Event occurs.

Except as provided below, on a date within 30 days after the occurrence of a Triggering Event in respect of the Participant, which date, notwithstanding anything else herein contained, shall be determined by the Corporation so that the Participant will not have the right to designate the year of the payment, the Deferred Share Units shall be redeemed and the Fair Market Value of the Deferred Share Units credited to the Participant’s Deferred Share Unit Account shall be paid by the Participant’s Employer to the Participant or the Participant’s Beneficiary, as applicable. Such payment shall be in an amount equal to the Fair Market Value of the Deferred Share Units so redeemed, calculated as of the Deferred Share Unit Entitlement Date. Such payment shall, after deduction of any applicable taxes and other source deductions required to be withheld by the Employer, be made in cash or Shares, at the choice of the Employer. Notwithstanding the foregoing, if the Participant is a “Specified Employee”, as defined in the Special Appendix to the Plan, the Deferred Share Units shall be redeemed and a payment equal to the Fair Market Value of the Deferred Share Units credited to the Participant’s Deferred Share Unit Account shall be made to the Participant or the Participant’s Beneficiary, as applicable, by the Participant’s

Employer on the first business day following six months after the date of the Participant’s Separation from Service (or, if earlier, the date of death of the Participant), subject to applicable withholding.

The determination by the Corporation of any question which may arise as to the interpretation or implementation of [the Agreement,] the Plan and the Award shall be final and binding on the Participant and all other persons claiming or deriving rights through him or her. The Corporation’s issuance of any Deferred Share Units or its obligation to make any payments under the Plan is subject to compliance with all applicable law. As a condition of participating in the Plan, the Participant agrees to comply with all such applicable law and agrees to furnish to the Corporation all information and undertakings as may be required to permit compliance with such applicable law.

The Award is designed to comply with and thereby avoid additional taxes arising under Section 409A of the United States Internal Revenue Code and shall be construed and interpreted in accordance with such intent. In furtherance of this intent, and any provision of the Plan to the contrary notwithstanding:

1. Section 4(c) of the Plan shall apply to the Award, provided, however, that the Committee may not accelerate the redemption and payment of the Award unless such accelerated payment would not give rise to taxation under Section 409A(a)(2) of the United States Internal Revenue Code and the regulations promulgated thereunder.

2. Any adjustments or amendments to the Award, such as those referenced under Sections 4(b), 6(b)(v) and 10 of the Plan, shall be performed in a manner designed so that they do not cause the Award to be subject to taxation pursuant to Section 409A of the United States Internal Revenue Code.

Dated this      day of             ,         .

SMART TECHNOLOGIES INC.

Per:

EX-4.8

Exhibit 4.8

FY12

Discretionary Bonus Plan – North America

Confidential

FY12 Discretionary Bonus Plan – North America

This document contains the terms and conditions of the FY12 Discretionary Bonus Plan (DBP).

This document may not be reproduced nor distributed outside of SMART unless the prior written consent of the Vice President, People Services is obtained.

Definitions. Words that appear in bold text in this plan have the following meanings:

“active employment” means that you are actively delivering employment services to SMART and are not on a leave of absence;

“bonus period” means April 1, 2011 through March 31, 2012;

“company performance” has the meaning given to it in Section 2.2;

“company performance bonus” has the meaning given to it in Section 2.2;

“eligibility conditions” means those conditions specified in Section 1.1;

“employment income” means your annual gross income on account of your regular earnings;

“fiscal year” means April 1, 2011 to March 31, 2012 or such other annual fiscal period as may be established by SMART from time to time;

“good standing” means that you have not been subject to performance or disciplinary measures within the bonus period sufficient to cause you to be put on written notice that your continued employment with SMART is at risk;

“leave of absence” means:

(i) the temporary cessation of active employment greater than ten (10) days with the intent to return to work, and includes, but is not limited to, unpaid vacation days and educational, travel, maternity and parental leaves; or

(ii) a leave on account of a short-term or long-term disability approved by SMART’s insurance carrier.

“target bonus percentage” has the meaning given to it in Section 2.1;

“personal performance” has the meaning given to it in Section 2.3;

“personal performance bonus” has the meaning given to it in Section 2.3;

“plan” means this Discretionary Bonus Plan, as same may be amended from time to time;

“regular earnings” means compensation for services rendered at your regular rate of pay and excludes benefits that might be included in your income as reflected on your annual income tax return form, prior bonuses or other incentive pay of any kind;

“SMART” means SMART Technologies ULC or such other 100% owned subsidiary.

Confidential 2 2012 Discretionary Bonus Plan – North America

1.0 Eligibility

1.1 Eligibility Conditions.

If you

a. receive formal notification that you are eligible to participate in the plan;

b. do not otherwise earn any employment income from SMART on account of sales commissions or sales bonuses; and

c. are employed with SMART prior to March 31, 2012.

2.0 Bonus Calculations

2.1 Bonus. The bonus is based on four components – your regular earnings, your target bonus percentage, company performance and personal performance. The target bonus percentage and percentage of bonus payable based on company and personal performance are detailed in Schedule A of this plan.

2.2 Company Performance Bonus. Within ninety (90) days of the end of the fiscal year, executive management of SMART will determine whether company performance (“company performance”) has been achieved having regard to the financial performance of SMART on a consolidated basis and in accordance with generally accepted accounting principles (GAAP). There is a threshold over which the company must achieve before bonuses become payable and a sliding scale above that threshold to a maximum payout of 150%. Generally, this performance threshold and actual company performance will be measured by adjusted net income.

2.3 Personal Performance Bonus. Personal performance is deemed to be your goal score as determined during your annual performance review. The maximum possible payout for the personal performance portion of the bonus is 125%.

3.0 Adjustments

3.1. Departure from and Re-commencement of Employment with SMART. If you voluntarily terminate your employment from SMART and then recommence it during the bonus period, the total of all your regular earnings during the bonus period will be used.

3.2 Leave of Absence. If you take a leave of absence during the bonus period, your company performance bonus and your personal performance bonus, if any, will be reduced by virtue of your reduced employment income during your leave of absence

3.3 Good Standing. If you are not in good standing throughout the bonus period, your bonus may be reduced based on the feedback of your manager and agreement of the VP.

4.0 Termination of Employment

4.1 Termination of Employment. If your employment with SMART is terminated without cause, you will remain eligible to receive a company performance bonus, if any, provided that your last day of active employment with SMART plus the applicable statutory notice period extends past the end date of the bonus period. In such circumstances, you will receive the company performance bonus in accordance with Section 5.2.

4.2 Acknowledgement. Eligibility for, or possible payments of, the company performance bonus and/or the personal performance bonus are not integral parts of your ongoing compensation. By participating in this plan, you agree that eligibility and possible payments under this plan, together with payments under any prior plans that you have been a participant in while employed with SMART will not be factored into any severance compensation that may be owing to you in the future should your employment with SMART be terminated without just cause unless inclusion is specifically provided for in your employment agreement. Specifically, any possible payment under this plan or prior payments will not be taken into account in a

Confidential 3 2012 Discretionary Bonus Plan – North America

severance calculation, regardless of whether you or SMART have a defined severance formula in an employment agreement or offer letter, or whether your circumstances are governed by the common law, unless inclusion is specifically provided for in your employment agreement.

5.0 Administration

5.1 Must be in Active Employment and in Good Standing on date of payment.

(i) you must be in active employment and in good standing on the scheduled date of payment in order to receive your company performance bonus and personal performance bonus; and

(ii) if, on the scheduled date of payment, you are not in good standing or in active employment, you will have your payment, if any, for the bonus period accrued for up to six (6) months, at which time your status will be reviewed by the administrators of this plan. Your payment will then be made (or not) having regard to the circumstances of your case.

5.2 Payment. Bonuses are targeted for payout at the end of June each year via regular payroll. All statutory deductions and applicable withholdings will be made at the time of payment.

6.0 Discretion

6.1 Discretionary Decisions. This plan has been drafted to provide for most situations and contingencies. There may be certain events or circumstances that are unique or that were not contemplated at the time of drafting this plan. Accordingly, executive management reserves the right to exercise its discretion in choosing to make (or not) reward payments in any particular case, having regard, in each instance to the general spirit and intent of this plan, the individual employee and legislative requirements, if any.

****************************************

Confidential 4 2012 Discretionary Bonus Plan – North America

Schedule A – FY12 Discretionary Bonus Plan – North America Details

(Percentage to be selected based on participant level)

Confidential

EX-4.9

Exhibit 4.9

FY13

Discretionary Bonus Plan – North America

CONFIDENTIAL

FY13 Discretionary Bonus Plan – North America

This document contains the terms and conditions of the FY13 Discretionary Bonus Plan (DBP).

This document may not be reproduced nor distributed outside of SMART unless the prior written consent of the Vice President, People Services is obtained.

Definitions. Words that appear in bold text in this plan have the following meanings:

active employment:	means that you are actively delivering employment services to SMART and are not on a leave of absence;
bonus period:	means April 1, 2012 through March 31, 2013;
company performance:	has the meaning given to it in Section 2.2;
company performance bonus:	has the meaning given to it in Section 2.2;
eligibility conditions:	means those conditions specified in Section 1.1;
employment income:	means your annual gross income on account of your regular earnings;
fiscal year:	means April 1, 2012 to March 31, 2013, or such other annual fiscal period as may be established by SMART from time to time;
good standing:	means that you have not been subject to performance or disciplinary measures within the bonus period sufficient to cause you to be put on written notice that your continued employment with SMART is at risk;

leave of absence:

(i) the temporary cessation of active employment greater than ten (10) days with the intent to return to work, and includes, but is not limited to, unpaid vacation days and educational, travel, maternity and parental leaves; or

(ii) a leave on account of a short-term or long-term disability approved by SMART’s insurance carrier.

target bonus percentage:	has the meaning given to it in Section 2.1;
personal performance:	has the meaning given to it in Section 2.3;
personal performance bonus:	has the meaning given to it in Section 2.3;
plan:	means this Discretionary Bonus Plan, as same may be amended from time to time;
regular earnings:	means compensation for services rendered at your regular rate of pay and excludes benefits that might be included in your income as reflected on your annual income tax return form, prior bonuses or other incentive pay of any kind;
SMART:	means SMART Technologies Inc. or such other 100% owned subsidiary.

CONFIDENTIAL 2 2013 Discretionary Bonus Plan – North America

1.0 Eligibility

1.1 Eligibility Conditions.

If you

a. receive formal notification that you are eligible to participate in the plan;

b. do not otherwise earn any employment income from SMART on account of sales incentives; and

c. are employed with SMART prior to March 31, 2013.

2.0 Bonus Calculations

2.1 Bonus. The bonus is based on four components – your regular earnings, your target bonus percentage, company performance and personal performance. The target bonus percentage and percentage of bonus payable based on company and personal performance are detailed in Schedule A of this plan.

2.2 Company Performance Bonus. Within ninety (90) days of the end of the fiscal year, executive management of SMART will determine whether company performance (“company performance”) has been achieved having regard to the financial performance of SMART on a consolidated basis and in accordance with generally accepted accounting principles (GAAP). There is a threshold over which the company must achieve before bonuses become payable and a sliding scale above that threshold to a maximum payout of 150%. Generally, this performance threshold and actual company performance will be measured by reference to adjusted net income.

2.3 Personal Performance Bonus. Personal performance is deemed to be your goal score as determined during your annual performance review. The maximum possible payout for the personal performance portion of the bonus is 125%.

3.0 Adjustments

3.1. Departure from and Re-commencement of Employment with SMART. If you voluntarily terminate your employment from SMART and then recommence it during the bonus period, the total of all your regular earnings during the bonus period will be used.

3.2 Leave of Absence. If you take a leave of absence during the bonus period, your company performance bonus and your personal performance bonus, if any, will be reduced by virtue of your reduced employment income during your leave of absence.

3.3 Good Standing. If you are not in good standing throughout the bonus period, your bonus may be reduced based on the feedback of your manager and agreement of the VP.

4.0 Termination of Employment

4.1 Termination of Employment. If your employment with SMART is terminated without cause, you will remain eligible to receive a company performance bonus, if any, provided that your last day of active employment with SMART plus the applicable statutory notice period extends past the end date of the bonus period. In such circumstances, you will receive the company performance bonus in accordance with Section 5.2.

CONFIDENTIAL 3 2013 Discretionary Bonus Plan – North America

4.2 Resignation. If you resign from SMART prior to payout of any bonus amounts, you will forfeit any amounts owing under the plan. You must be in active employment on the scheduled date of payout to receive your company performance bonus and personal performance bonus.

4.3 Acknowledgement. Eligibility for, or possible payments of, the company performance bonus and/or the personal performance bonus are not integral parts of your ongoing compensation. By participating in this plan, you agree that eligibility and possible payments under this plan, together with payments under any prior plans that you have been a participant in while employed with SMART will not be factored into any severance compensation that may be owing to you in the future should your employment with SMART be terminated without just cause unless inclusion is specifically provided for in your employment agreement. Specifically, any possible payment under this plan or prior payments will not be taken into account in a severance calculation, regardless of whether you or SMART have a defined severance formula in an employment agreement or offer letter, or whether your circumstances are governed by the common law, unless inclusion is specifically provided for in your employment agreement.

5.0 Administration

5.1 Must be in Active Employment and in Good Standing on date of payment.

(i) you must be in active employment and in good standing on the scheduled date of payment in order to receive your company performance bonus and personal performance bonus; and

(ii) if, on the scheduled date of payment, you are not in good standing or in active employment, you will have your payment, if any, for the bonus period accrued for up to six (6) months, at which time your status will be reviewed by the administrators of this plan. Your payment will then be made (or not) having regard to the circumstances of your case.

5.2 Payment. Bonuses are targeted for payout at the end of June each year via regular payroll. All statutory deductions and applicable withholdings will be made at the time of payment.

6.0 Discretion

6.1 Discretionary Decisions. This plan has been drafted to provide for most situations and contingencies. There may be certain events or circumstances that are unique or that were not contemplated at the time of drafting this plan. Accordingly, executive management reserves the right to exercise its discretion in choosing to make (or not) reward payments in any particular case, having regard, in each instance to the general spirit and intent of this plan, the individual employee and legislative requirements, if any.

****************************************

CONFIDENTIAL 4 2013 Discretionary Bonus Plan – North America

Schedule A – FY13 Discretionary Bonus Plan – North America Details

(Percentage to be selected based on participant level)

CONFIDENTIAL

EX-4.10

Exhibit 4.10

SMART TECHNOLOGIES

AMENDED AND RESTATED PARTICIPANT EQUITY LOAN PLAN

Dated as of December 19, 2012

SMART TECHNOLOGIES INC.

AMENDED AND RESTATED PARTICIPANT EQUITY LOAN PLAN

1. PURPOSE OF THE PLAN

1.1 The purpose of this Amended and Restated Participant Equity Loan Plan is to provide loans to Participants to purchase Equity Plan Shares with a view to incentivizing Participants and better aligning their interests with those of Smart Technologies Inc. (“Smart Tech”) and the Initial Shareholders.

1.2 This Plan shall not give any Participant the right to be employed by SMART Technologies ULC (“SMART”) or any Subsidiary of SMART, or to continue to be employed by SMART or any Subsidiary Entity of SMART.

2. DEFINITIONS

2.1 “Act” means the Securities Act (Alberta), as amended from time to time.

2.2 “Administrator” means the Board of Directors or any other person or persons designated by the Board of Directors.

2.3 “Apax” means the Investor, as such term is defined in the Securityholders Agreement.

2.4 “Board of Directors” means the board of directors of Smart Tech.

2.5 “Business Day” means a day, other than a Saturday, Sunday or statutory or civil holiday, when banks are generally open for the transaction of business in Calgary, Alberta.

2.6 “Call Co.” means a corporation that is designated by the Administrator and has been formed for the purpose of exercising (as designated by Smart Tech) the right to purchase Equity Plan Shares from Participants pursuant to Section 8.

2.7 “Cause” means:

(a) the Participant’s dishonesty, misappropriation, wilful misconduct, theft, fraud or gross negligence in the carrying out of the Participant’s duties, or involving the property, business or affairs of SMART or its Subsidiaries;

(b) the (i) Participant performing his or her duties and responsibilities in a manner which is significantly less than the minimum level of performance reasonably expected of an employee in a similar position or (ii) the failure by the Participant to adhere to the policies of Smart Tech, as applicable, after notice by Smart Tech of the failure to do so and an opportunity for the Participant to correct the failure within 30 days from the receipt of such notice;

(c) the Participant’s conviction of a criminal or other statutory offence that has a potential sentence of imprisonment greater than six months or the Participant’s conviction of a criminal or other statutory offence involving, in the sole discretion of the Board of Directors, moral turpitude;

(d) the Participant’s breach of a fiduciary duty owed to SMART or its Subsidiaries; or

(e) the Participant’s refusal to follow the lawful written direction of the Board of Directors.

2.8 “Change of Control” means:

(a) the acceptance of an Offer by one or more of the Initial Shareholders that will constitute the Offeror, upon the completion of such transaction or series of transactions contemplated by the Offer, together with persons acting jointly or in concert with the Offeror, as a shareholder of Smart Tech being entitled to exercise more than 67% of the voting rights attaching to the outstanding Smart Shares (provided that prior to the Offer, the Offeror was not entitled to exercise more than 67% or more of the voting rights attaching to the outstanding Smart Shares);

(b) the completion of a consolidation, merger or amalgamation of Smart Tech with or into any other entity whereby the Initial Shareholders immediately prior to the consolidation, merger or amalgamation receive less than 33% of the voting rights attaching to the outstanding securities of the consolidated, merged or amalgamated entity; or

(c) the completion of a sale whereby all or substantially all of Smart Tech’s undertakings and assets become the property of any other entity and the Initial Shareholders immediately prior to that sale hold less than 33% of the voting rights attaching to the outstanding voting securities of that other entity immediately following that sale.

2.9 “Change of Control Proceeds” has the meaning ascribed to that term in Section 8.2(b)(i).

2.10 “Continuing Participant” means a senior-level executive or employee of SMART or any of its Subsidiaries that has been designated by the Administrator as eligible to participate in this Plan and will continue to be employed by SMART.

2.11 “Departure Date” means the last day of employment of a Participant with Smart Tech.

2.12 “Disability” means any incapacity or inability by a person, including any physical or mental incapacity, disease or affliction of such person as determined by a legally qualified medical practitioner or by a court, which has prevented such person from performing the essential duties of his or her position (taking into account reasonable accommodation by SMART or a Subsidiary of SMART) for a continuous period of six months or for any cumulative period of 180 days in any 18 consecutive month period.

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2.13 “Equity Plan Share” means any common share in the capital of Smart Tech, of whatsoever class, purchased by a Participant pursuant to and in accordance with the terms of this Plan, and “Equity Plan Shares” means, collectively, all of the issued and outstanding Equity Plan Shares.

2.14 “Escrow Agent” means an arm’s length third-party mutually acceptable to both the Offeror and the Administrator that will be appointed as escrow agent pursuant to the terms of the Escrow Agreement.

2.15 “Escrow Agreement” means the escrow agreement, to be dated as of the closing date of the Change of Control transaction, among each Select Participant, Smart Tech, the Offeror and the Escrow Agent in a form acceptable to Smart Tech and the Offeror, in each case acting reasonably.

2.16 “Executive First Installment Bonus” means the net bonus (i.e., after reduction for applicable withholding taxes and other source deductions) to be paid by Smart Tech to an Executive Participant in January 2013 in an amount previously determined by the Board of Directors, which amount will be applied by the Executive Participant to repay a portion of the loan, if any, owed by the Executive Participant under the External Loan Agreement.

2.17 “Executive Participant” means a senior-level executive of SMART or any of its Subsidiaries that has entered into an External Loan Agreement.

2.18 “Executive Second Installment Bonus” means the net bonus (i.e., after reduction for applicable withholding taxes and other source deductions) to be paid by Smart Tech to an Executive Participant no later than December 31, 2013 in an amount previously determined by the Board of Directors, which amount will be applied by the Executive Participant to repay a portion of the loan, if any, owed by the Executive Participant under the External Loan Agreement.

2.19 “External Loan Agreement” means an Executive Participant that has entered into a loan agreement with an external bank dated on or about January 1, 2009.

2.20 “Fair Market Valuation” means the Fair Market Value valuation to be prepared in accordance with Section 12 of this Plan.

2.21 “Fair Market Value” means “market price” as defined in Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids.

2.22 “First Installment Bonus” means the net bonus (i.e., after reduction for applicable withholding taxes and other source deductions) to be paid by Smart Tech to a Continuing Participant and a Transitional Participant in January 2013 in an amount previously determined by the Board of Directors, which amount will be applied by the Continuing Participant or the Transitional Participant, as applicable, to repay a portion of the Participant Loan owed to Smart Tech.

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2.23 “Initial Public Offering” means an initial public offering resulting in the holding of an equity interest of SMART or Smart Tech by the public or a transaction giving rise to a stock exchange listing or over-the-counter quotation of interests or equity of SMART or Smart Tech, including an amalgamation, a share exchange take-over, a reverse take-over or other transaction having a similar result.

2.24 “Initial Shareholders” has the meaning ascribed to that term in the Securityholders Agreement.

2.25 “Invested Capital” means the sum of Cdn$508,951,549.00, being the aggregate of the value of the issued and outstanding common shares and preference shares of Smart Tech together with all outstanding shareholder loans made to Smart Tech as of August 28, 2007.

2.26 “Liquidity Date” has the meaning ascribed to that term in Section 8.2(a).

2.27 “Liquidity Event” means (i) an Initial Public Offering; or (ii) a Change of Control of Smart Tech.

2.28 “Loan Agreement” means the loan agreement entered into among Smart Tech and a Continuing Participant, a Transitional Participant or a Terminated Participant dated on or about January 1, 2009, as amended and restated as of the date hereof, substantially in the form set out in Schedule “C” attached hereto in relation to any advance of funds by Smart Tech to such Continuing Participant, Transitional Participant or Terminated Participant, as applicable, as a Participant Loan.

2.29 “Offer” means a bona fide arm’s length offer made by an Offeror to any or all holders of Smart Shares to purchase, directly or indirectly, Smart Shares.

2.30 “Offeror” means an arm’s length third-party that makes an Offer, the completion of which will result in a Change of Control.

2.31 “Participant Payment” means: (i) in the case of an Executive Participant, an Executive First Installment Bonus and Executive Second Installment Bonus; (ii) in the case of a Continuing Participant, the First Installment Bonus and the Second Installment Bonus; (iii) in the case of a Transitional Participant, the First Installment Bonus and the Transitional Payment; and (iv) in the case of a Terminated Participant, a Termination Payment.

2.32 “Participant Loan” means the loan amount previously advanced by Smart Tech to a Continuing Participant, a Transitional Participant or a Terminated Participant (together with any accrued but unpaid interest thereon) which amount was used by such Participant to purchase Equity Plan Shares in accordance with the terms of this Plan.

2.33 “Participant” means an Executive Participant, a Continuing Participant, a Transitional Participant or a Terminated Participant.

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2.34 “person” means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative.

2.35 “Plan” means this Amended and Restated Participant Equity Loan Plan, as may be amended, restated and/or supplemented from time to time.

2.36 “Pledge Agreement” means the pledge agreement entered into between Smart Tech and a Participant dated on or about January 1, 2009, as amended and restated as of the date hereof, substantially in the form set out in Schedule “D”.

2.37 “Prime Rate” means the annual rate of interest announced from time to time by the Bank of Canada as a reference rate then in effect for determining interest rates on Canadian commercial loans.

2.38 “Purchase Price” means the price, as determined by the Board of Directors, at any time and from time to time, for which Equity Plan Shares are made available for purchase by a Participant pursuant to this Plan.

2.39 “Repurchase Proceeds” means the per Equity Plan Share proceeds payable by Smart Tech or Call Co. (as the case may be) to a Participant in connection with the purchase by Call Co. of any Equity Plan Shares owned by such Participant pursuant to Article 8.

2.40 “Restricted Shares” has the meaning ascribed to that term in Section 8.2(b)(i).

2.41 “Second Installment Bonus” means the net bonus (i.e., after reduction for applicable withholding taxes and other source deductions) to be paid by Smart Tech to a Continuing Participant no later than December 31, 2013 in an amount previously determined by the Board of Directors, which amount will be applied by the Continuing Participant to repay a portion of the Participant Loan owed to Smart Tech.

2.42 “Securityholders Agreement” means the amended and restated securityholders agreement made as of August 28, 2007 among Smart Tech, SMART, each Investor named in Schedule “A” to the Securityholders Agreement, the Founder (as defined in the Securityholders Agreement), Intel (as defined in the Securityholders Agreement), School 3 ULC and School S.á.r.l.

2.43 “Select Participants” has the meaning ascribed to that term in Section 8.2(f).

2.44 “Severance Pay” means the amount paid to a Transitional Participant or Terminated Participant by Smart Tech upon termination of the employment of such Transitional Participant or Terminated Participant.

2.45 “SMART” means SMART Technologies ULC, an unlimited liability company formed under the laws of the Province of Alberta.

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2.46 “Smart Shares” means, collectively, all of the issued and outstanding common shares, of whatsoever class, in the capital of Smart Tech.

2.47 “Smart Tech” means Smart Technologies Inc., a corporation incorporated under the laws of the Province of Alberta.

2.48 “Subsidiary” has the meaning ascribed to that term in National Instrument 45-106 Prospectus and Registration Exempt Distributions.

2.49 “Term” means the period during which this Plan is in effect, which period commenced on January 1, 2009 and shall end on December 31, 2016, or such earlier date as may be determined by the Board of Directors pursuant to Section 10.2.

2.50 “Termination Event” means the termination or cessation of a Participant’s employment with SMART or any Subsidiary of SMART.

2.51 “Terminated Participant” means a senior-level executive or employee of SMART or any of its Subsidiaries that has been designated by the Administrator as eligible to participate in this Plan and whose employment has been or will be shortly terminated.

2.52 “Termination Payment” means a net payment (i.e., after reduction for applicable withholding taxes and other source deductions) to be paid by Smart Tech to a Terminated Participant in an amount previously determined by the Board of Directors, which amount will be applied by the Terminated Participant to repay a portion of the Participant Loan owed to Smart Tech.

2.53 “Transitional Payment” means a net payment (i.e., after reduction for applicable withholding taxes and other source deductions) to be paid by Smart Tech to a Transitional Participant upon termination of the employment of the Transitional Participant in an amount previously determined by the Board of Directors, which amount will be applied by the Transitional Participant to repay a portion of the Participant Loan owed to Smart Tech.

2.54 “Transitional Participant” means a senior-level executive or employee of SMART or any of its Subsidiaries that has been designated by the Administrator as eligible to participate in this Plan and will continue to be employed by SMART for a transitional period, subsequent to which the employment of such individual will be terminated.

2.55 “Undertaking” means an undertaking of a Continuing Participant, Transitional Participant or Terminated Participant substantially in the form set out in Schedule “G”.

2.56 “Unrestricted Proportionate Amount” has the meaning ascribed to that term in Section 8.2(a)(i)(A).

2.57 “Unrestricted Shares” has the meaning ascribed to that term in Section 8.2(a).

2.58 “Voting Trust Agreement” means the voting trust agreement entered into between Smart Tech and a Participant dated on or about January 1, 2009 substantially in the form set out in Schedule “E”.

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3. CONSTRUCTION AND INTERPRETATION

3.1 In this Plan, references to the male gender will include the female gender and vice versa and references to the singular shall include the plural and vice versa, as the context shall require.

3.2 Headings wherever used herein are for reference purposes only and do not limit or extend the meaning of the provisions herein contained.

3.3 All references in this Plan to currency refer to lawful Canadian dollars, unless otherwise noted.

3.4 Whenever any action to be taken or payment to be made pursuant to this Plan would otherwise be required to be made on a day that is not a Business Day, such action shall be taken or such payment shall be made on the first Business Day following such day.

4. ADMINISTRATION OF THE PLAN

4.1 The Administrator shall administer this Plan. Subject to the limitations hereof, the Administrator shall have the power and authority to:

(a) adopt rules and regulations for implementing this Plan and generally for the proper administration and operation of this Plan;

(b) interpret and construe the provisions of this Plan;

(c) subject to any regulatory requirements, make exceptions to this Plan in circumstances which they determine to be exceptional;

(d) delegate any or all of their power and authority under (a), (b) or (c) above to such persons or groups of person on such terms and on such conditions as the Administrator may in their absolute discretion determine; and

(e) take such other steps as they determine to be necessary or desirable to give effect to this Plan.

Any decision, approval or determination made by a person or group of persons delegated with the ability to make such decision, approval or determination pursuant to (d) above shall be deemed to be a decision, approval or determination, as the case may be, of the Administrator.

5. ELIGIBILITY AND ACQUISITION OF EQUITY PLAN SHARES

5.1 Subject to Section 5.3, the Administrator shall:

(a) designate those Participants eligible to participate in this Plan;

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(b) determine the level of each such Participant’s permitted participation in this Plan (expressed as a maximum number of Equity Plan Shares in relation to which Smart Tech is prepared to advance a Participant Loan to such Participant);

(c) establish the Purchase Price for Equity Plan Shares that can be purchased under this Plan at any time and from time-to-time;

(d) notify each Participant designated as eligible to participate in this Plan of such determinations; and

(e) determine the amount of the Participant Payment.

5.2 Of those Equity Plan Shares purchased by a Participant under this Plan, 40% shall be deemed to be “Time Based Shares” and the remaining 60% deemed to be “Performance Based Shares”; which Equity Plan Shares shall be eligible to become Unrestricted Shares in accordance with the provisions of Schedule “B”.

5.3 Notwithstanding Section 5.1, participation in this Plan shall be subject to the following limitations:

(a) the maximum amount of any Participant Loan advanced to a Participant shall not exceed 100% of the Purchase Price of the Equity Plan Shares to be purchased with the assistance of the Participant Loan; and

(b) the maximum number of Equity Plan Shares which Participants shall be afforded the opportunity to purchase under this Plan shall not, in the aggregate, exceed 6% of all of the issued and outstanding Smart Shares as of the date hereof.

5.4 Participation in this Plan shall be entirely voluntary and any decision not to participate shall not affect a Participant’s position or employment with SMART or any of its Subsidiaries.

5.5 A Participant that has been designated as eligible to participate in this Plan by the Administrator may elect to participate in this Plan by signing and delivering to Smart Tech:

(a) a participation election substantially in the form attached hereto as Schedule “A” (a “Participation Election”);

(b) a Loan Agreement, if applicable;

(c) if applicable, a certified cheque payable to Smart Tech in the amount of (i) the aggregate Purchase Price of the Equity Plan Shares to be purchased by such Participant, less (ii) the amount of the Participant Loan; and

(d) a Pledge Agreement pursuant to which the Participant shall pledge the Equity Plan Shares purchased by or on behalf of the Participant under this Plan as security for the due satisfaction and performance of the Participant’s liabilities and obligations arising under the Loan Agreement.

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5.6 A Continuing Participant and a Transitional Participant that has been designated as eligible to receive a Participant Payment shall, prior to Smart Tech paying the Participant Payment to the Participant, sign and deliver to Smart Tech:

(a) an Undertaking;

(b) an amended and restated loan agreement; and

(c) an amended and restated pledge agreement.

5.7 A Terminated Participant that has been designated as eligible to receive a Participant Payment shall, prior to Smart Tech paying the Participant Payment to the Participant, sign and deliver to Smart Tech:

(a) an Undertaking; and

(b) an amended and restated loan agreement.

5.8 If the employment of an Executive Participant is involuntarily terminated by Smart Tech prior to payment by Smart Tech of the Executive Second Installment Bonus, Smart Tech will pay the Executive Second Installment Bonus to the Executive Participant no later than five days from the Departure Date. If the Executive Participant voluntarily resigns prior to payment by Smart Tech of the Executive Second Installment Bonus, such Executive Participant shall not receive the Executive Second Installment Bonus.

5.9 If the employment of a Continuing Participant is involuntarily terminated by Smart Tech prior to payment by Smart Tech of the Second Installment Bonus, Smart Tech will pay the Second Installment Bonus to the Continuing Participant no later than five days from the Departure Date. If the Continuing Participant voluntarily resigns prior to payment by Smart Tech of the Second Installment Bonus, such Continuing Participant shall not receive the Second Installment Bonus.

5.10 If the employment of a Transitional Participant is involuntarily terminated by Smart Tech prior to payment by Smart Tech of the Transitional Payment, Smart Tech will pay the Transitional Payment to the Transitional Participant no later than five days from the Departure Date. If the Transitional Participant resigns prior to the date the Transitional Participant agreed to remain employed by Smart Tech, such Transitional Participant shall not receive the Transitional Payment.

5.11 If a Participant does not elect to participate in this Plan or elects to participate in this Plan to the extent of less than his or her full entitlement, then all rights of the Participant with respect to the Equity Plan Shares or balance of the Equity Plan Shares that might have been acquired by such Participant shall terminate.

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5.12 Each Participant shall, on request, be provided with a copy of this Plan, including all schedules attached hereto.

5.13 Equity Plan Shares will be purchased by or on behalf of any Participant participating in this Plan as follows:

(a) Equity Plan Shares shall be issued and purchased from treasury of Smart Tech on such date and time as the Administrator may determine in its absolute discretion; and

(b) Equity Plan Shares shall be purchased at the Purchase Price determined by the Administrator as at the date of purchase.

6. PARTICIPANT LOANS

6.1 Upon receipt by Smart Tech of duly executed copies of the requisite Participation Election, Loan Agreement and Pledge Agreement, together with any certified cheque described in subsection (c) of Section 5.5, as applicable, Smart Tech shall advance the Participant Loan to the Participant, and such Participant shall use such loan amount to purchase the number of Equity Plan Shares indicated by the Participant’s Participation Election, which Equity Plan Shares shall be subject to the pledge contemplated by the Pledge Agreement and the voting trust contemplated by the Voting Trust Agreement. The Participant agrees that the entire amount of the Participant Loan shall be used for the sole purpose of purchasing Equity Plan Shares pursuant to this Plan. In the event that any portion of the Participant Loan is not utilized to purchase Equity Plan Shares pursuant to this Plan, the Participant shall forthwith cause such funds to be immediately repaid to Smart Tech.

6.2 Each Participant Loan shall, pursuant to and in accordance with the terms of the Loan Agreement:

(a) be for a term equal to the Term of this Agreement;

(b) be interest-free;

(c) provide for a minimum annual payment to be made by a Continuing Participant in the aggregate amount of not less than 5% of the principal amount of the Participant Loan plus the amount of interest accrued thereon during the preceding year, and shall otherwise be payable pursuant to and in accordance with the terms of the Loan Agreement representing such Participant Loan;

(d) Notwithstanding Section 6.2(c), for so long as the Participant Payment or the proceeds of any sale of Equity Plan Shares paid to Smart Tech by a Continuing Participant exceeds 5% of the principal amount of the Participant Loan plus the amount of interest accrued thereon during the preceding year, there shall be no minimum annual payment as would otherwise be required under Section 6.2(c);

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(e) pursuant to and in accordance with the terms of the Pledge Agreement, be secured by a security interest granted by the Participant to Smart Tech in the Equity Plan Shares to secure the due satisfaction and performance of all liabilities and obligations of the Participant arising under the Loan Agreement until such time as the Participant Loan and all amounts related thereto, if any, are fully repaid; and

(f) provide that, to the extent that any amount of a Participant Loan that has become due and payable remains outstanding, in enforcing the terms of the Loan Agreement Smart Tech shall: (i) have recourse first, in accordance with the terms of the Pledge Agreement, to the Equity Plan Shares then subject to the Pledge Agreement; and second, in the event any deficiency remains after the realization of such pledged Equity Plan Shares, personally to the Participant for the full amount of any deficiency remaining thereafter, and (ii) in enforcing the Loan Agreement against the Participant, be permitted to sue or otherwise make any claim against the Participant for any such deficiency.

6.3 Pursuant to and in accordance with the terms of the Pledge Agreement, at such time as the Participant Loan has been repaid in full such Participant’s related Pledge Agreement, as may be amended or restated from time to time, shall be terminated.

6.4 Each Participant acknowledges and agrees that, if, in connection with the completion of an Initial Public Offering Participant Loans made to certain Participants are required by applicable laws to be repaid, such Participant Loans shall become due and payable in accordance with the terms of the Loan Agreement on such date and at such time as is required by applicable laws.

7. POSSESSION OF EQUITY PLAN SHARES AND EXERCISE OF VOTING RIGHTS

7.1 Subject to the terms hereof and of any Pledge Agreement, each Executive Participant:

(a) shall be the sole owner of all Equity Plan Shares purchased on his or her behalf under this Plan with all of the rights and obligations associated therewith (including, without limitation all voting rights);

(b) following the payment of the Executive First Installment Bonus by Smart Tech to an Executive Participant, which amount will be used by the Executive Participant to repay a portion of the amount outstanding under the External Loan Agreement, if any, shall be entitled to the transfer and delivery of any Equity Plan Shares, including Equity Plan Shares that would otherwise be Restricted Shares pursuant to Schedule “B”; and

(c) following receipt of the Equity Plan Shares by an Executive Participant pursuant to Section 7.1(b), there shall be no restriction on the transfer or sale of the Equity Plan Shares.

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7.2 Subject to the terms hereof and of any Pledge Agreement, each Continuing Participant:

(a) shall be the sole owner of all Equity Plan Shares purchased on his or her behalf under this Plan with all of the rights and obligations associated therewith (including, without limitation all voting rights);

(b) following the payment of the First Installment Bonus by Smart Tech to a Continuing Participant, which amount will be used by the Continuing Participant to repay a portion of the amount outstanding under the Loan Agreement between Smart Tech and the Continuing Participant, shall be entitled to the transfer and delivery of any Equity Plan Shares, including Equity Plan Shares that would otherwise be Restricted Shares pursuant to Schedule “B”, provided that such Equity Plan Shares shall remain subject to the Pledge Agreement; and

(c) following receipt of the Equity Plan Shares by a Continuing Participant pursuant to Section 7.2(b), there shall be no restriction on the transfer or sale of the Equity Plan Shares, provided that in the event a Continuing Participant sells the Equity Plan Shares, the Continuing Participant will pay off the outstanding balance of the Participant Loan using the gross proceeds from the sale of the Equity Plan Shares prior to 5:00 p.m. (Calgary time) on the fifth day following the sale of such Equity Plan Shares.

7.3 Subject to the terms hereof and of any Pledge Agreement, each Transitional Participant:

(a) shall be the sole owner of all Equity Plan Shares purchased on his or her behalf under this Plan with all of the rights and obligations associated therewith (including, without limitation all voting rights);

(b) following the payment of the First Installment Bonus by Smart Tech to a Transitional Participant, which amount will be used by the Transitional Participant to repay a portion of the amount outstanding under the Loan Agreement between Smart Tech and the Transitional Participant, shall be entitled to the transfer and delivery of any Equity Plan Shares, including Equity Plan Shares that would otherwise be Restricted Shares pursuant to Schedule “B”, provided that such Equity Plan Shares shall remain subject to the Pledge Agreement; and

(c) following receipt of the Equity Plan Shares by a Transitional Participant pursuant to Section 7.3(b), there shall be no restriction on the transfer or sale of the Equity Plan Shares, and each Transitional Participant agrees to pay off the outstanding balance of the Participant Loan on or before the Departure Date.

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7.4 Subject to the terms hereof and of any Pledge Agreement, each Terminated Participant:

(a) shall be the sole owner of all Equity Plan Shares purchased on his or her behalf under this Plan with all of the rights and obligations associated therewith (including, without limitation all voting rights);

(b) agrees to pay off the outstanding balance of the Participant Loan on or before the Departure Date; and

(c) following repayment of the amount outstanding under the Loan Agreement between Smart Tech and the Terminated Participant, shall be entitled to the transfer and delivery of all Equity Plan Shares in accordance with the Pledge Agreement.

7.5 Notwithstanding anything else in this Plan, a Participant shall:

(a) not assign, charge, pledge or otherwise create a security interest in any of the Equity Plan Shares owned by the Participant except pursuant to the Pledge Agreement;

(b) not, while the Equity Plan Shares are subject to the provisions of the Voting Trust Agreement, be entitled to exercise the voting rights otherwise associated with the Equity Plan Shares;

(c) not sell, transfer or otherwise dispose of the Equity Plan Shares except in accordance with the provisions of Smart Tech’s constating documents; and

(d) in the event that Apax elects pursuant to the terms of the Securityholders Agreement to drag or otherwise require Intel and the Founders (as such terms are defined in the Securityholders Agreement) to sell or transfer their Equity Plan Shares to another person, shall be required to sell or transfer all or such number of their Equity Plan Shares on the same terms and conditions as Intel and the Founders are so required to sell their Equity Plan Shares.

7.6 Each Participant acknowledges and agrees that there may be restrictions on the ability to transfer publicly traded shares acquired by such Participant on exchange of any of his or her Equity Plan Shares required by underwriters, regulators or others in connection with an Initial Public Offering. Upon request of the Administrator, each Participant shall execute such escrow agreements or other documentation providing for the restriction on transferability of such shares as the Administrator may direct.

8. SHARE PURCHASE AND/OR RELEASE EVENTS

8.1 Termination Events – If the employment of a Participant with SMART or a Subsidiary of SMART is terminated or ceases at any time during the Term of this Plan, the following provisions of this Section 8.1 shall apply.

(a) Smart Tech shall on a date which is not later than 120 days from the date of such termination or cessation of employment (the “Repurchase Date”) have the right,

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but not the obligation, to cause Call Co. to purchase up to all Unrestricted Shares then owned by the Participant, all in accordance with terms and for the Repurchase Proceeds specified in Schedule “B”.

(b) Smart Tech shall within 30 days of the date that a Participant’s employment with SMART or a subsidiary of SMART is terminated or ceases, provide such Participant with written notice of the number of Unrestricted Shares, if any, and the number of Restricted Shares to be so purchased (the “Repurchase Notice”) with such purchase or redemption to be completed on the date specified in the Repurchase Notice, provided however, that such completion date shall be on a date that is not later than 120 days from the date of such termination or cessation of the former Participant’s employment.

(c) On the Repurchase Date: (i) the amount of the Participant’s then outstanding Participant Loan that relates to those Equity Plan Shares so purchased pursuant to this Section 8.1 shall become due and payable pursuant to and in accordance with the provisions of the Participant’s Loan Agreement; and (ii) the Repurchase Proceeds shall, in accordance with the terms of the Loan Agreement, be applied first towards the repayment of the then outstanding Participant Loan.

(d) If the Repurchase Proceeds are sufficient to repay the amount of the former Participant’s then outstanding Participant Loan, the former Participant’s Participant Loan shall be terminated, and the excess Repurchase Proceeds, if any, shall be paid to the former Participant.

(e) If the Repurchase Proceeds are insufficient to repay the amount of the former Participant’s then outstanding Participant Loan the former Participant shall remain liable for any amount that remains outstanding in accordance with and subject to the provisions of the Participant’s Loan Agreement.

(f) In respect of the Unrestricted Shares then owned by the former Participant, if Smart Tech:

(i) elects to purchase such Unrestricted Shares, on the date of completion of such purchase or redemption the Unrestricted Shares shall be released from and no longer subject to the voting trust contemplated by the Voting Trust Agreement, which agreement shall be terminated; and

(ii) does not elect to purchase such Unrestricted Shares, such Unrestricted Shares shall not be released from and will continue to be subject to the voting trust contemplated by the Voting Trust Agreement.

8.2 Liquidity Event – If during the Term of this Plan a Liquidity Event is completed, the following provisions of this Section 8.2 shall apply.

(a) Initial Public Offering. In connection with the occurrence of a Liquidity Event that is an Initial Public Offering:

(i) Unrestricted Shares – with respect to those Equity Plan Shares then owned by a Participant that have become unrestricted prior to or in connection with the completion of the Liquidity Event in accordance with Schedule “B” (the “Unrestricted Shares”):

(A) Participant Loan - such amount of the Participant’s then outstanding Participant Loan as is proportionate to the percentage that the Unrestricted Shares owned by the Participant represents of all Equity Plan Shares then owned by the Participant (the “Unrestricted Proportionate Amount”) shall, on the date of completion of such event (a “Liquidity Date”), become due and payable pursuant to and in accordance with the terms of the Participant’s Loan Agreement and the Participant shall remain liable for any and all amounts that remain outstanding in accordance with and subject to the terms of the Loan Agreement;

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(B) Release of Unrestricted Shares - if such Unrestricted Proportionate Amount of the Participant Loan has been repaid in full on or before the Liquidity Date the Unrestricted Shares shall be released from and no longer subject to the terms of the voting trust contemplated by the Voting Trust Agreement, and the Unrestricted Shares shall be released and delivered to such Participant;

(C) Non-Release of Unrestricted Shares - if such Unrestricted Proportionate Amount of the Participant Loan has not been repaid in full on or before the Liquidity Date, the Unrestricted Shares shall continue to be subject to the voting trust contemplated by the Voting Trust Agreement, and such Unrestricted Shares shall not be released and delivered to such Participant;

(ii) Restricted Shares – with respect to the Equity Plan Shares then owned by the Participant that have been deemed to be restricted prior to or in connection with the completion of the Liquidity Event in accordance with Schedule “B” (the “Restricted Shares”), as of and following the Liquidity Date;

(A) the amount of the Participant Loan then outstanding as is proportionate to the percentage that the Restricted Shares then owned by the Participant represents of all Equity Plan Shares then owned by the Participant shall continue to remain outstanding pursuant to and in accordance with the provisions of the Participant’s Loan Agreement; and

(B) the voting trust contemplated by the Voting Trust Agreement shall continue to apply to such Restricted Shares.

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(b) Change of Control. In connection with a Liquidity Event that is a Change of Control, on the date of completion of the Change of Control:

(i) Unrestricted Shares - with respect to the Unrestricted Shares then owned by the Participant, the Participant shall be required to sell or otherwise transfer any and all such Unrestricted Shares, notwithstanding any allocation of proceeds in connection with the Change of Control, for not less than the per Smart Share consideration to be paid to or received by the Initial Shareholders pursuant to and in accordance with the terms and conditions of the Change of Control transaction (the “Change of Control Proceeds”);

(ii) Participant Loan - the full amount of the Participant’s then outstanding Participant Loan shall become due and payable pursuant to and in accordance with the terms of the Participant’s Loan Agreement;

(iii) Application of Proceeds - the Change of Control Proceeds and Restricted Share Proceeds received in respect of the Participant’s Equity Plan Shares shall, in accordance with the terms of the Loan Agreement, be applied towards the repayment of the then outstanding Participant Loan;

(iv) Sufficient Proceeds - if such Change of Control Proceeds and Repurchase Proceeds are sufficient to repay the Participant’s then outstanding Participant Loan, the Participant’s Loan Agreement shall be terminated and the excess proceeds, if any, shall be paid to the Participant;

(v) Insufficient Proceeds - if such Change of Control Proceeds and Repurchase Proceeds are insufficient to repay the Participant’s then outstanding Participant Loan, the Participant shall remain liable for any and all amounts that remain outstanding in accordance with and subject to the provisions of the Loan Agreement; and

(vi) on the date of completion of such purchase or redemption, the Equity Plan Shares shall be released from and no longer subject to the voting trust contemplated by the Voting Trust Agreement, which agreement shall be terminated.

(c) Amendment of Plan in Connection with Initial Public Offering - Each Participant hereby acknowledges and agrees that in connection with or following the completion of an Initial Public Offering, the Administrator shall be entitled to amend the terms of the Plan in such manner as it determine is appropriate in the circumstances and without the consent of any shareholder or Participant, including, without limitation: (i) amending Smart Tech’s purchase or redemption rights and obligations (including changing Smart Tech’s obligation to cause Call Co. to purchase Restricted Shares in connection with a termination of a Participant’s employment to a right to purchase); (ii) the restriction criteria relating to the Equity Plan Shares (as described in Schedule “B”); (iii) the ability

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to deem Equity Plan Shares that do not otherwise become Unrestricted Shares (in accordance with Schedule “B”) in connection with the completion of an Initial Public Offering to be Restricted Shares for the purposes of Section 8.2(a)(ii); and (iv) amending the terms of any related Loan Agreement and Pledge Agreement; provided that such amendments are not, in the aggregate, materially adverse in interest to the rights of the Participant as holder of Equity Plan Shares as constituted as of the date hereof and provided further, however, that notwithstanding any other provision of the Plan or any Loan Agreement or Pledge Agreement, without the approval of the shareholders of the Corporation no amendment will be made that would:

(i) increase the total number of Equity Plan Shares available for issuance under the Plan;

(ii) extend the term of any Participant Loan benefiting an insider of the Corporation; or

(iii) otherwise cause the Plan to cease to comply with any tax or regulatory requirement, including for these purposes any approval or other requirement.

(d) Pro Rata Participation on Change of Control – Notwithstanding the provisions of Schedule “B” or any other provision of this Plan, in the event that a Change of Control transaction involves the sale or transfer of less than 100% of the outstanding Smart Shares, only that number of the Equity Plan Shares then owned by each Participant as is proportionate to the aggregate number of the Smart Shares to be acquired or transferred in connection with the Change of Control, calculated on a pro rata basis based on the total number of Smart Shares then issued and outstanding, shall be eligible to become Unrestricted Shares in accordance with Schedule “B” and all other Equity Plan Shares owned by the Participant shall be deemed to be Restricted Shares for the purposes of Section 8.2(b)(i).

(e) Non-Cash Consideration – In the event that a Change of Control transaction involves the payment or delivery of non-cash consideration as full or partial consideration for the Smart Shares (including any Equity Plan Shares) being acquired in connection with the completion of such Change of Control transaction, to the extent that a prescribed value is not attributed to such non-cash consideration in connection with the transaction, the Administrator shall determine, or at the Administrator’s option shall cause a financial advisor to determine, the value to be attributed to such non-cash consideration for the purposes of determining the number of Equity Plan Shares that are to become Unrestricted Shares pursuant to Schedule “B” in connection with such Change of Control.

(f) Select Participants – Each Participant hereby acknowledges and agrees (i) that in connection with the completion of a Change of Control transaction the Offeror

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shall, subject to the approval of the Administrator, be entitled to select up to 15 Participants (the “Select Participants”) and, (ii) that the provisions set forth in Schedule “F” shall apply to the Unrestricted Shares then owned by, and the Change of Control Proceeds otherwise payable to, those Select Participants pursuant Section 8.2(b)(i).

8.3 Early Vesting of Restricted Shares for Continuing Participants and Transitional Participants – Following payment of the First Installment Bonus by Smart Tech to a Continuing Participant or a Transitional Participant to repay a portion of the Participant Loan, all Restricted Shares then owned by the Continuing Participant or the Transitional Participant, as applicable, shall become Unrestricted Shares and shall be released and delivered to such Continuing Participant or Transitional Participant, irrespective of whether such Equity Plan Shares would otherwise be restricted pursuant to Schedule “B”.

8.4 Early Vesting of Restricted Shares for Executive Participants – Following payment of the Executive First Installment Bonus by Smart Tech to an Executive Participant to repay a portion of the loan, if any, owed by the Executive Participant under the External Loan Agreement, all Restricted Shares then owned by the Executive Participant shall become Unrestricted Shares and shall be released and delivered to such Executive Participant, irrespective of whether such Equity Plan Shares would otherwise be restricted pursuant to Schedule “B”.

8.5 Severance Pay – In the event that a Transitional Participant or a Terminated Participant has an outstanding Participant Loan after application of the Transitional Payment and the Termination Payment, as applicable, to repay the Participant Loan, such Transitional Participant and Terminated Participant may direct Smart Tech to apply a portion of the Severance Pay to pay off the remaining balance of the Participant Loan.

8.6 Expiry of Term of the Plan – On the last day of the Term of this Plan, the following provisions of this Section 8.6 shall apply.

(a) Optional Right to Purchase Equity Plan Shares - Smart Tech shall have the right, but not the obligation, exercisable in its sole discretion, to cause Call Co. to purchase the Equity Plan Shares then owned by a Participant for Repurchase Proceeds in an amount equal to the Fair Market Value per Equity Plan Share.

(b) Exercise of Right to Purchase - In the event that Smart Tech, by the delivery of a Repurchase Notice to a Participant, so elects to exercise its right to purchase pursuant to Section 8.6(a):

(i) on the closing date specified in the Repurchase Notice, which closing date shall be not later than 10 Business Days following the last day of the Term of the Plan:

(A) the amount of the Participant’s then outstanding Participant Loan shall become due and payable pursuant to and in accordance with the provisions of the Participant’s Loan Agreement; and

(B) the Repurchase Proceeds shall, in accordance with the terms of the Loan Agreement, be applied towards the repayment of the Participant’s then outstanding Participant Loan;

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(ii) if the Repurchase Proceeds are sufficient to repay the Participant’s then outstanding Participant Loan, the Loan Agreement shall be terminated, and the excess Repurchase Proceeds, if any, shall be paid to the Participant;

(iii) if the Repurchase Proceeds are insufficient to repay the Participant’s then outstanding Participant Loan, the Participant shall remain liable for any amount that remains outstanding in accordance with and subject to the provisions the Loan Agreement; and

(iv) on the date of completion of such purchase, the Equity Plan Shares so purchased shall be released from and no longer subject to the voting trust contemplated by the Voting Trust Agreement, which agreement shall be terminated.

(c) Non-Exercise of Right to Purchase - In the event that Smart Tech does not elect to exercise its right to purchase a Participant’s Equity Plan Shares pursuant to Section 8.6(a):

(i) the amount of the Participant’s then outstanding Participant Loan shall become due and payable and the Participant shall be liable for any amount outstanding in accordance with and subject to the terms of the Loan Agreement; and

(ii) the Participant’s Equity Plan Shares shall not be released from and will continue to be subject to the voting trust contemplated by the Voting Trust Agreement and the Voting Trust Agreement shall not be terminated.

8.7 Payment of Repurchase Proceeds – Any payment of Repurchase Proceeds to be made to a Participant by Smart Tech or Call Co. (as the case may be) for Equity Plan Shares purchased pursuant to this Article 8 may be satisfied by the delivery to the Participant, at the sole option and discretion of Smart Tech, of either:

(a) a cash payment in the amount of the Repurchase Proceeds; or

(b) a cash payment of an amount up to or equal to the Participant’s then outstanding Participant Loan, if any, with the balance to be satisfied by the delivery of a subordinated, term promissory note of Smart Tech or Call Co. (as the case may be) bearing interest at a rate equal to the then current Prime Rate; which promissory note shall be for a term of not more than five years, be repayable in equal instalments on the anniversary of the Repurchase Date, and, at the sole discretion of the Administrator, may be required to be subordinate in interest to any indebtedness of Smart Tech then outstanding.

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In the event that Smart Tech elects to satisfy the Repurchase Proceeds by delivery of a promissory note pursuant to subsection 8.7(b) above, the terms of such promissory note shall include a guarantee of the obligation represented by such promissory note by Smart Tech.

9. DISTRIBUTIONS

9.1 Subject to the terms of the Pledge Agreement, all cash dividends, distributions or other amounts paid in respect of Equity Plan Shares owned by a Participant shall be applied by Smart Tech, on behalf of the Participant, first to the repayment of any accrued and unpaid interest outstanding and thereafter to the payment of the principal amount then outstanding of the Participant Loan; and the Participant hereby:

(a) irrevocably directs Smart Tech or Call Co. (as the case may be) to apply such amounts; and

(b) covenants that it will deliver any such further directions to third-parties as may be required in connection with a Liquidity Event so that such amounts will be paid to, or may be applied by, Smart Tech accordingly.

9.2 Subject to the terms of the Pledge Agreement, any non-cash dividends or other distributions paid in respect of Equity Plan Shares shall be paid to the Participant.

10. AMENDMENT AND TERMINATION OF THE PLAN

10.1 Subject to Section 8.2(c), from time to time the Administrator may without the consent of any shareholder or Participant, subject to any requisite regulatory approvals, amend or waive any provisions of this Plan provided, however, that no such amendment of, or waiver in respect of, this Plan and no termination of this Plan pursuant to Section 10.2 hereof shall: (i) divest any Participant of his or her rights in respect of and entitlement to the Equity Plan Shares owned or to the proceeds from the sale or redemption of such Equity Plan Shares provided for in Section 7 and/or Section 8 hereof; or (ii) have the effect of altering the terms of interest payment or principal repayment under the Loan Agreement without the prior written consent of the Participant; or (iii) otherwise be materially adverse in interest to the rights of the Participants as holders of Equity Plan Shares and provided further, however, that notwithstanding any other provision of the Plan or any Loan Agreement or Pledge Agreement, without the approval of the shareholders of the Corporation no amendment will be made that would:

(a) increase the total number of Equity Plan Shares available for issuance under the Plan;

(b) extend the term of any Participant Loan benefiting an insider of the Corporation; or

(c) otherwise cause the Plan to cease to comply with any tax or regulatory requirement, including for these purposes any approval or other requirement.

10.2 The Board of Directors may terminate this Plan at any time.

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11. RESTRICTIONS ON TRANSFER

11.1 Notwithstanding any other provision of this Plan, without the prior written consent of the Administrator, a Participant shall not transfer or otherwise change the registered ownership of any Equity Plan Shares.

12. DETERMINATION OF FAIR MARKET VALUE

12.1 For the purposes of this Plan, the Fair Market Value per Equity Plan Share at any time means “market price” as defined in Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids.

12.2 Any determinations of Fair Market Value made in accordance with this Section 12 shall be final and binding for the purposes of this Plan.

13. GENERAL

13.1 The directors and/or the appointed corporate officers of Smart Tech are hereby authorized to sign and execute all instruments and documents and do all things necessary or desirable for carrying out the provisions of this Plan.

13.2 This Plan is established under the laws of the Province of Alberta and the federal laws of Canada applicable therein and the rights of all parties and the construction and effect of each and every provision of this Plan shall be according to the laws of the Province of Alberta and the federal laws of Canada applicable therein.

13.3 This Plan shall enure to the benefit of and be binding upon Smart Tech, its successors and assigns. Prior to repayment in full of the Participant Loan, the rights and interest of each Participant hereunder shall not, except with the prior written consent of the Administrator (which may be withheld in the Administrator’s absolute and sole discretion) be transferable or alienable by assignment or in any other manner whatsoever except to Smart Tech and, during the Participant’s lifetime, shall (except with the prior written consent of the Administrator which may be withheld in its absolute discretion) be vested only in him, but shall enure to the benefit of and be binding upon the Participant’s legal personal representatives.

13.4 This Plan is adopted subject to any required regulatory approvals.

13.5 Subject to the provisions herein set forth, none of the benefits, payments, proceeds, allocations, claims or rights of the Participant hereunder shall be subject to any claim of any creditor of the Participant, nor shall the same be subject to attachment or garnishment or other legal process by any creditor of the Participant, nor shall the Participant have the right to alienate, anticipate, commute, pledge, transfer, encumber or assign any of the benefits, payments, proceeds, allocations, claims or rights to which the Participant is entitled, contingently or otherwise, under this Plan.

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13.6 The establishment and implementation of this Plan shall not constitute an enlargement of any rights which the Participant has apart from this Plan. The adoption and maintenance of this Plan shall not be deemed to constitute a contract of employment or otherwise between SMART and its Subsidiaries and the Participant, or to be consideration for or an inducement or condition of, any employment. Nothing contained herein shall be deemed to give the Participant the right to be employed by or retained in the service of SMART or its Subsidiaries or to interfere with the right of SMART or its Subsidiaries to terminate or discharge, with or without Cause, the Participant at any time.

13.7 It is expressly understood and agreed by the Participant that, except for its wilful misconduct, gross negligence or fraud, none of SMART or its Subsidiaries, the Administrator or any member of the Board of Directors shall be in any way subject to any legal liability to the Participant, for any cause or reason or thing whatsoever, in connection with this Plan, and the Participant hereby releases SMART and its Subsidiaries, the Administrator, the members of the Board of Directors and their directors, officers, employees, agents and affiliates, successors and assigns, heirs and personal representatives, as applicable, from any and all liability or obligation in any action or proceeding involving this Plan.

14. NOTICE

14.1 Any payment, notice, statement, certificate or other instrument required or permitted to be given to a Participant or any person claiming or deriving any rights through him or her shall be given by:

(a) delivering it personally to the Participant or the person claiming or deriving rights through him or her, as the case may be; or

(b) mailing it, postage prepaid (provided that the postal service is then in operation) or delivering it to the address, which is maintained for the Participant in the records of Smart Tech.

14.2 Any payment, notice, statement, certificate or instrument required or permitted to be given to Smart Tech or the Administrator shall be given by mailing it, postage prepaid (provided that the postal service is then in operation) or delivering it to Smart Tech at the following address:

Smart Technologies Inc.

3636 Research Road NW

Calgary, Alberta T2L 1Y1

Attention:     Jeff Losch, Vice President, Legal and General Counsel

Facsimile:    (403) 407-4898

or to such other person or in such other manner as is notified to a Participant.

14.3 Any payment, notice, statement, certificate or instrument referred to in Sections 14.1 and 14.2, if delivered, shall be deemed to have been given or delivered, on the date on which it was delivered or, if mailed (provided that the postal service is then in operation), shall be deemed to have been given or delivered on the fourth Business Day following the date on which it was mailed.

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15. LIABILITY AND INDEMNIFICATION OF ADMINISTRATOR

15.1 The Administrator shall not be liable for any action or determination made in good faith in connection with this Plan and the Administrator shall be entitled to indemnification and reimbursement from Smart Tech, as the case may be, in respect of any claim relating thereto.

16. RIGHT TO FUNDS

16.1 Amounts payable to any Participant under this Plan shall be a general, unsecured obligation of Smart Tech or Call Co. (as the case may be). The right of the Participant to receive payment pursuant to this Plan shall be no greater than the right of other unsecured creditors of Smart Tech or Call Co. (as the case may be).

17. DATE OF PLAN

17.1 This Plan is amended and restated effective as of the 19^th day of December, 2012.

AMENDED AND RESTATED as of the 19^th day of December, 2012.

SMART TECHNOLOGIES INC.

Per:

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SCHEDULE “A”

SMART TECHNOLOGIES INC.

AMENDED AND RESTATED PARTICIPANT EQUITY LOAN PLAN

PARTICIPATION ELECTION

In accordance with the terms and conditions of the Amended and Restated Participant Equity Loan Plan (the “Plan”) of Smart Technologies Inc. (“Smart Tech”) dated as of December 19, 2012, the undersigned has been advised that the undersigned is eligible to participate in the Plan commencing             , 20     and is eligible to purchase up to                      common shares of Smart Tech (the “Equity Plan Shares”). Defined terms used herein have the same meaning attributed to them in the Plan.

The undersigned hereby requests:

(i) to borrow, in the form of a Participant Loan, the amount of $         for the purpose of purchasing Equity Plan Shares under and subject to the terms and conditions of the Plan and the Loan Agreement; and

(ii) to purchase                      Equity Plan Shares under the Plan, with such Equity Plan Shares to be held pursuant to and in accordance with the terms and conditions of the Plan, the Pledge Agreement and the Voting Trust Agreement.

The undersigned hereby acknowledges that the undersigned has received a copy of the Plan and agrees to comply with the terms and conditions thereof.

DATED this      day of             , 20    .

(Insert Name of Participant)

SCHEDULE “B”

SMART TECHNOLOGIES INC.

AMENDED AND RESTATED PARTICIPANT EQUITY LOAN PLAN

SHARE REPURCHASE AND RESTRICTION CRITERIA

EMPLOYMENT TERMINATION EVENT

In connection with the repurchase by Call Co., at the direction of Smart Tech, of Equity Plan Shares then owned by a Participant pursuant to Section 8.1, if the employment of a Participant ceases, at any time during the Term of the Plan such former Participant shall be entitled to receive proceeds in connection with the purchase and sale or redemption of such Equity Plan Shares to the extent that the right to purchase is exercised by Call Co., at the direction of Smart Tech, pursuant to Section 8.1(a) in respect of the number of Unrestricted Shares specified by Smart Tech in the Repurchase Notice at Fair Market Value per Equity Plan Share.

RESTRICTION CRITERIA

For the purpose of the Plan, the number of Unrestricted Shares and Restricted Shares owned by a Participant as of specific date shall be determined as follows:

Type	Number or Percentage of Equity Plan Shares that become Unrestricted
Time Based	Of the aggregate number of Equity Plan Shares purchased by or on behalf of a Participant under the Plan, 8% shall become unrestricted on each of the first, second, third, fourth and fifth anniversary of the date which is the later of: (i)     August 27, 2007; and (ii)    the start date of the Participant’s employment with SMART or a Subsidiary thereof, provided that such Participant: (a)     is an employee of, or in the service of, SMART or a Subsidiary of SMART as of such anniversary date; and (b)     shall have performed the duties of his or her position for, on a cumulative basis, not less than 250 days in the 12-month period preceding the respective anniversary date.
Performance Based	Of the aggregate number of Equity Plan Shares purchased by or on behalf of a Participant under the Plan, the percentage of those Equity Plan Shares specified below shall become unrestricted on the occurrence or completion of a Liquidity Event based on the prescribed return on Invested Capital multiple realized by the Initial Shareholders in

Type	Number or Percentage of Equity Plan Shares that become Unrestricted
	connection with the completion of such Liquidity Event; provided that, in each case, a pro rata portion of Equity Plan Shares shall become unrestricted for mid-multiple achievements in connection with the Liquidity Event:
	Return on Invested Capital Multiple	% of Equity Plan Shares
	Less than 3x	0%
	3x	20%
	4x	40%
	5x or greater	60%

* “Return on Invested Capital Multiple” shall be calculated at the time of a Liquidity Event as a quotient; the numerator of which shall be the sum of: (i) the value of all common shares of Smart Tech owned directly or indirectly by the Initial Shareholders: (ii) the value of outstanding shareholder loans (including accrued interest thereon); (iii) the value of cumulative preferred shares owned by the Initial Shareholders (including unpaid dividends, if any); and (iv) any principal payments or interest payments on shareholder loans or redemption of preferred shares or dividend payments made prior to a Liquidity Event; and the denominator of which shall be the Invested Capital.

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SCHEDULE “C”

LOAN AGREEMENT

Filed as Exhibit 4.11 to SMART Technologies Inc.’s Form 20-F, filed with the SEC on June 27, 2013, and incorporated herein by reference.

SCHEDULE “D”

PLEDGE AGREEMENT

Filed as Exhibit 4.12 to SMART Technologies Inc.’s Form 20-F, filed with the SEC on June 27, 2013, and incorporated herein by reference.

SCHEDULE “E”

VOTING TRUST AGREEMENT

Not Applicable.

SCHEDULE “F”

SMART TECHNOLOGIES INC.

AMENDED AND RESTATED PARTICIPANT EQUITY LOAN PLAN

SELECT PARTICIPANT PROVISIONS

1. Payment of Change of Change of Control Proceeds. The Select Participant shall be required to sell or otherwise transfer any and all Unrestricted Shares then owned by the Select Participant for the Change of Control Proceeds, provided however, that such Change of Control Proceeds shall be paid or delivered to the Select Participants as follows:

(a) the Select Participant shall, in connection with or on the date of completion of the Change of Control transaction (the “Closing Date”), receive one-third ( ¹/₃) of the Change of Control Proceeds;

(b) the remaining two-thirds ( ²/₃) of the Change of Control Proceeds relating to the Participant’s Unrestricted Shares (the “Deferred Change of Control Proceeds”) shall be placed into escrow and held by an Escrow Agent subject to the terms of an Escrow Agreement, which Escrow Agreement shall provide for, among other things, the release of the Deferred Change of Control Proceeds to the Select Participant in the following manner:

(i) one-third ( ¹/₃) of the Change of Control Proceeds, together interest earned thereon (if any), shall be released by the Escrow Agent and paid or delivered to Select Participant on the date which is 180 days from the Closing Date; and

(ii) the remaining one-third ( ¹/₃) of the Change of Control Proceeds shall be paid or delivered on the date which is one year from the Closing Date (the “Anniversary Date”),

provided that the Select Participant is an employee of or in the service of SMART (or a Subsidiary of SMART, as the case may be) as of the relevant date.

2. Termination of a Select Participant’s Employment.

(a) Involuntary Termination – In the event that a Select Participant’s employment or service with SMART (or any Subsidiary of SMART, as the case may be) ceases or is terminated at any time after the Closing Date but prior to the Anniversary Date, for any reason (including death, disability or retirement) other than:

(i) termination for Cause; or

(ii) such Select Participant voluntarily quits or resigns from their position with SMART (or a Subsidiary of SMART, as applicable),

the amount of any Deferred Change of Control Proceeds not yet paid to such Select Participant, together with interest earned thereon (if any), shall be released from Escrow and paid or delivered to the Select Participant (or in the event of death or disability, as applicable, to such Participant’s legal representative).

(b) Voluntary Termination or Termination for Cause – In the event that a Select Participant’s employment or service with SMART (or any Subsidiary of SMART, as the case may be) ceases or is terminated at any time after the Closing Date but prior to the Anniversary Date as a result of (i) the termination of such Select Participant by SMART (or a Subsidiary of SMART, as applicable) for Cause, or (ii) such Select Participant voluntarily quits or resigns from their position with SMART (or a Subsidiary of SMART, as applicable), such Select Participant shall forfeit his or her right to receive the amount of any Deferred Change of Control Proceeds not yet paid to such Select Participant, together with interest earned thereon (if any).

3. Acceleration of Time Based Shares for Select Participants. Notwithstanding the provisions of Schedule “B” attached hereto, in the event that the Change of Control Closing Date occurs on or prior to the fifth anniversary of the Plan, for the purposes of determining the number of Equity Plan Shares owned by the Select Participant that will be Unrestricted Shares, an additional 8% of the Equity Plan Shares then owned by the Select Participant shall become Unrestricted Shares for the purposes of Section 1 above.

4. Amendment of Select Participant’s Participant Loans. To the extent that, as of the Change of Control Closing Date, any amount of the Select Participant’s Participant Loan remains outstanding, the Select Participant and Smart Tech hereby acknowledge and agree that the terms of such Select Participant’s Participant Loan shall be amended to appropriately reflect and provide for the repayment of the Participant Loan in a manner that reflects the terms relating to the payment of the Change of Control Proceeds to the Select Participant in accordance with the provisions of Section 8.2(f) and this Schedule “F”.

5. Cash Deferred Change of Control Proceeds. To the extent any portion of the Deferred Change of Control Proceeds includes cash, such cash amount shall be placed into an interest bearing account in the name of the Escrow Agent.

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SCHEDULE “G1”

SMART TECHNOLOGIES INC.

AMENDED AND RESTATED PARTICIPANT EQUITY LOAN PLAN

UNDERTAKING FOR CONTINUING PARTICIPANT

Reference is made to the Amended and Restated Participant Equity Loan Plan (the “Plan”) of Smart Technologies Inc. (“Smart Tech”) dated as of December 19, 2012. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Plan.

In accordance with the terms and conditions of the Plan, the Continuing Participant hereby undertakes and acknowledges that:

(iii) the First Installment Bonus will be used by Smart Tech to repay a portion of the Participant Loan;

(ii) the Second Installment Bonus will be used by Smart Tech to repay a portion of the Participant Loan; and

(iii) in the event the Continuing Participant sells any of the Equity Plan Shares, the Continuing Participant will pay an amount equal to the gross proceeds from the sale of such Equity Plan Shares to Smart Tech prior to 5:00 p.m. (Calgary time) on the fifth day following the sale of such Equity Plan Shares, such amount to be used by Smart Tech to pay down the Participant Loan.

The undersigned hereby acknowledges that the undersigned has received a copy of the Plan, as amended and restated December 19, 2012 and agrees to comply with the terms and conditions thereof.

DATED this      day of             , 20    .

	}
Witness		(Insert Name of Participant)

SCHEDULE “G1”

SMART TECHNOLOGIES INC.

AMENDED AND RESTATED PARTICIPANT EQUITY LOAN PLAN

UNDERTAKING FOR TRANSITIONAL PARTICIPANT

Reference is made to the Amended and Restated Participant Equity Loan Plan (the “Plan”) of Smart Technologies Inc. (“Smart Tech”) dated as of December 19, 2012. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Plan.

In accordance with the terms and conditions of the Plan, the Transitional Participant hereby undertakes and acknowledges that:

(iv) the First Installment Bonus will be used by Smart Tech to repay a portion of the Participant Loan;

(ii) the Transitional Payment will be used by Smart Tech to repay a portion of the Participant Loan;

(iii) the Transitional Participant agrees to pay off the outstanding balance of the Participant Loan on or before the Departure Date and in the event the Transitional Participant has an outstanding Participant Loan after application of the First Installment Bonus and the Transitional Payment to repay the Participant Loan, the undersigned may direct Smart Tech to apply a portion of the Severance Pay to pay off the remaining balance of the Participant Loan; and

(iv) the Transitional Participant agrees and acknowledges that in the event that Smart Tech exercises its option to purchase Unrestricted Shares pursuant to Section 8.1 of the Plan, the Repurchase Proceeds shall be applied first towards the repayment of the then outstanding Participant Loan pursuant to Section 8.1(c) and the excess Repurchase Proceeds, if any, shall be paid to the Transitional Participant.

The undersigned hereby acknowledges that the undersigned has received a copy of the Plan, as amended and restated December 19, 2012 and agrees to comply with the terms and conditions thereof.

DATED this      day of             , 20    .

	}
Witness		(Insert Name of Participant)

SCHEDULE “G1”

SMART TECHNOLOGIES INC.

AMENDED AND RESTATED PARTICIPANT EQUITY LOAN PLAN

UNDERTAKING FOR TERMINATED PARTICIPANT

Reference is made to the Amended and Restated Participant Equity Loan Plan (the “Plan”) of Smart Technologies Inc. (“Smart Tech”) dated as of December 19, 2012. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Plan.

In accordance with the terms and conditions of the Plan, the Participant hereby undertakes and acknowledges that:

(v) the Termination Payment will be used by Smart Tech to repay a portion of the Participant Loan;

(iii) the Terminated Participant agrees to pay off the outstanding balance of the Participant Loan on or before the Departure Date and in the event the Terminated Participant has an outstanding Participant Loan after application of the Termination Payment to repay the Participant Loan, the undersigned may direct Smart Tech to apply a portion of the Severance Pay to pay off the remaining balance of the Participant Loan; and

(iii) the Terminated Participant agrees and acknowledges that in the event that Smart Tech exercises its option to purchase Unrestricted Shares pursuant to Section 8.1 of the Plan, the Repurchase Proceeds shall be applied first towards the repayment of the then outstanding Participant Loan pursuant to Section 8.1(c) and the excess Repurchase Proceeds, if any, shall be paid to the Terminated Participant.

The undersigned hereby acknowledges that the undersigned has received a copy of the Plan, as amended and restated December 19, 2012 and agrees to comply with the terms and conditions thereof.

DATED this      day of             , 20    .

	}
Witness		(Insert Name of Participant)

EX-4.11

Exhibit 4.11

SMART TECHNOLOGIES

AMENDED AND RESTATED PARTICIPANT EQUITY LOAN PLAN

AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT made as of the 19^th day of December, 2012.

A M O N G:

SMART TECHNOLOGIES INC., a corporation incorporated under the laws of the Province of Alberta

(“Smart Tech”)

- and -

[Insert name of Borrower], an individual resident in the Province of [Alberta]

(the “Borrower”)

WHEREAS pursuant to a participation election dated                      (the “Participation Election”), the Borrower elected to purchase                      common shares in the capital of Smart Tech (the “Equity Plan Shares”) in accordance with the terms and conditions of Smart Tech 2009 Participant Equity Loan Plan dated as of January 1, 2009, as amended and restated December 19, 2012 (the “Plan”);

AND WHEREAS in accordance with the terms and conditions of the Plan, Smart Tech has previously lent to the Borrower an amount equal to the purchase price for the Equity Plan Shares;

AND WHEREAS in accordance with the terms and conditions of the Plan and this Agreement and of a pledge agreement entered into between the Participant and Smart Tech on January 1, 2009 (such pledge agreement, including any amendment, replacement, restatement or other modified version thereof, the “Pledge Agreement”), the Participant has agreed to pledge the Equity Plan Shares and other collateral to Smart Tech as a general and continuing collateral security for the due satisfaction and performance of all liabilities and obligations of the Participant to Smart Tech under this Agreement;

AND WHEREAS Smart Tech wishes to amend this Agreement to provide for: (i) the payment of a net bonus (i.e., after reduction for applicable withholding taxes and other source deductions) to be paid by Smart Tech to the Participant payable in January 2013 (the “First Installment Bonus”) and the payment of a subsequent net bonus (i.e., after reduction for applicable withholding taxes and other source deductions) by Smart Tech to the Participant payable no later than December 31, 2013 (the “Second Installment Bonus” and, together with the First Installment Bonus, the “Participant Bonus”), which Participant Bonus will be applied

Amended and Restated Loan Agreement

by the Participant to repay a portion of the Participant Loan (as defined herein); and (ii) to further provide the Participant with access to the Equity Plan Shares which would otherwise remain restricted upon payment of the First Installment Bonus;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual obligations and agreements herein set forth, Smart Tech and the Borrower covenant and agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Defined Terms

Capitalized terms used herein that are not otherwise defined shall have the same meanings as in the Plan, and:

(a) “Equity Plan Shares” has the meaning ascribed thereto in the recitals to this Agreement.

(b) “First Installment Bonus” has the meaning ascribed thereto in the recitals to this Agreement.

(c) “IPO Repayment Amount” has the meaning ascribed thereto in Section 5.2(a).

(d) “Loan Obligations” has the meaning ascribed thereto in Section 3.1(a).

(e) “Participant Bonus” has the meaning ascribed thereto in the recitals to this Agreement.

(f) “Participation Election” has the meaning ascribed thereto in the recitals to this Agreement.

(g) “Participant Loan” has the meaning ascribed thereto in Section 2.1.

(h) “Plan” has the meaning ascribed thereto in the recitals to this Agreement.

(i) “Pledgee” means Smart Tech, in its capacity as the Pledgee pursuant to the terms of the Pledge Agreement;

(j) “Repurchase Date” has the meaning ascribed thereto in Section 5.1(a).

(k) “Second Installment Bonus” has the meaning ascribed thereto in the recitals to this Agreement.

(l) “Term” means the period during which this Plan is in effect, which period shall commence on the date hereof and end on December 31, 2016, or such earlier date as may be determined by the Board of Directors pursuant to Section 10.2 of the Plan.

(m) “Termination Date” has the meaning ascribed thereto in Section 3.1(b).

Amended and Restated Loan Agreement

- 2 -

ARTICLE 2

ADVANCE OF PARTICIPANT LOAN

2.1 Amount of Participant Loan

Pursuant to a loan agreement between the Borrower and Smart Tech dated [January 1, 2009], the Borrower has previously borrowed from Smart Tech, and is indebted to Smart Tech for the amount of $         (the “Participant Loan”). Notwithstanding any provision to the contrary in any pledge agreement or other document entered into or executed in connection herewith, amounts owing hereunder shall be limited to such amount together with accrued interest, if any, as prescribed by Section 2.3.

2.2 Use of Participant Bonus

Smart Tech will use the Participant Bonus to repay a portion of the Participant Loan in accordance with the terms and conditions of the Plan.

2.3 Use of Proceeds from Sale of Equity Plan Shares

In the event the Borrower sells any of the Equity Plan Shares, the Borrower will pay an amount equal to the gross proceeds from the sale of such Equity Plan Shares to Smart Tech prior to 5:00 p.m. (Calgary time) on the fifth day following the sale of such Equity Plan Shares and such amount will be used by Smart Tech to pay down a portion of the Participant Loan.

2.4 Interest

The Participant Loan shall be interest-free.

2.5 Security

(a) Smart Tech may register financing statements or other registrations or filings deemed necessary by Smart Tech in order to perfect Smart Tech’s security interest in the Equity Plan Shares as contemplated by subsection (a) of Section 4.1.

(b) The Borrower hereby directs Smart Tech to deliver the Equity Plan Shares purchased on the Borrower’s behalf and previously held by the Pledgee to the Borrower pursuant to the amended and restated Pledge Agreement.

ARTICLE 3

REPAYMENT OF PARTICIPANT LOAN

3.1 Repayment

(a) The Borrower hereby agrees to repay such amounts of the Participant Loan together with any and all accrued and unpaid interest thereon (the “Loan Obligations”), in whole or in part, at such times and in the manner specified in Article 5 of this Agreement.

Amended and Restated Loan Agreement

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(b) The Borrower agrees that in the event the Participant Loan is still outstanding on the anniversary of payment of the Second Installment Bonus, the Borrower shall be required to make a minimum annual payment in the aggregate amount of not less than 5% of the Participant Loan, together with all accrued and unpaid interest to March 31^st of such year, with the first such minimum annual payment to be made by the Borrower to Smart Tech on or before July 31, 2014.

(c) Any and all amounts received from, or as directed by, the Borrower as a repayment of the Loan Obligations hereunder shall be applied first to the repayment of any accrued and unpaid interest then outstanding and thereafter to the payment of the principal amount then outstanding.

(d) The date on which the full amount of the Loan Obligations is repaid by the Participant in accordance with the provisions of this Agreement shall be referred to as the “Termination Date”.

ARTICLE 4

CONDITIONS OF ADVANCE

4.1 Conditions Precedent

The Borrower hereby agrees, as a condition precedent to the advance of the First Installment Bonus, to execute:

(a) an amended and restated Pledge Agreement in form and substance satisfactory to Smart Tech pursuant to which the Borrower shall pledge the Equity Plan Shares to Smart Tech as security for the due satisfaction and performance of all his or her liabilities and obligations to Smart Tech arising under this Agreement, the Participation Election and the Plan until such time as the Loan Obligations and all payments related thereto, if any, are fully repaid; and

(b) an undertaking in form and substance satisfactory to Smart Tech.

ARTICLE 5

REPAYMENT EVENTS

5.1 Termination or Cessation of Borrower’s Employment

If the employment of a Borrower with SMART or a Subsidiary of SMART is terminated or ceases at any time during the Term of the Plan:

(a) On the date which is 120 days from the date of such termination of cessation of employment (the “Repurchase Date”) the amount of the then outstanding Loan Obligations that relates to the Equity Plan Shares so purchased by Smart Tech (or Call Co., as the case may be) pursuant to Section 8.1 of the Plan shall become due and payable;

Amended and Restated Loan Agreement

- 4 -

(b) the Repurchase Proceeds relating to the Equity Plan Shares so purchased by Smart Tech (or Call Co., as the case may be) shall be applied towards the repayment of the then outstanding Loan Obligations; and

(c) if the Repurchase Proceeds are not sufficient to repay the Loan Obligations in full, the Borrower (or the legal personal representatives of the Borrower, as the case may be) shall be required to pay to Smart Tech the amount of any such deficiency within 10 days from the date of such purchase or redemption by Smart Tech (or Call Co., as the case may be).

5.2 Liquidity Event

If during the Term of the Plan a Liquidity Event is completed the following provisions of this Section 5.2 shall apply.

(a) Initial Public Offering - On the date of completion of the Liquidity Event that is an Initial Public Offering, in accordance with and pursuant to the terms of the Plan, that amount of the then outstanding Loan Obligations as is proportionate to the percentage that the Unrestricted Shares then owned by the Borrower represents of all Equity Plan Shares owned by the Borrower on the Liquidity Date, shall become due and payable (the “IPO Repayment Amount”);

(b) Change of Control - On the date of completion of a Liquidity Event that is a Change of Control:

(i) the full amount of then outstanding Loan Obligations shall become due and payable;

(ii) the Change of Control Proceeds and the Repurchase Proceeds relating to the Equity Plan Shares then owned by the Borrower shall be applied towards the repayment of the then outstanding Loan Obligations; and

(iii) if the Change of Control Proceeds and the Repurchase Proceeds are insufficient to repay the Loan Obligations, the Borrower shall pay to Smart Tech the amount of the deficiency within 10 days from Liquidity Date.

(c) Notwithstanding Section 5.2(b)(i), in the event that the Borrower becomes a Select Participant (as such term is defined in the Plan) in connection with the completion of the Change of Control transaction (a “Select Participant Borrower”), and as of the date of completion of the Change of Control transaction there remains any Loan Obligations outstanding hereunder, the Borrower and Smart Tech hereby acknowledge and agree that the terms of this Agreement shall be amended to appropriately reflect and provide for the repayment of the then outstanding Loan Obligations in a manner that reflects the terms relating to the payment of the Change of Control Proceeds to the Borrower as a Select Participant pursuant to Section 8.2(f) of the Plan.

Amended and Restated Loan Agreement

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5.3 Expiry of Term or Termination of the Plan

On the last day of the Term of the Plan, the following provisions of this Section 5.3 shall apply.

(a) If, pursuant to and in accordance with Section 8.1 of the Plan, Smart Tech elects to exercise its right to purchase (or, at Smart Tech’s option, cause Call Co. to purchase) the Equity Plan Shares then owned by the Borrower, then upon completion of the purchase:

(i) the full amount of the then outstanding Loan Obligations shall become due and payable;

(ii) the Repurchase Proceeds shall be applied towards the repayment of the then outstanding Loan Obligations; and

(iii) if the Repurchase Proceeds are not sufficient to repay the Loan Obligations in full, the Borrower (or the legal personal representatives of the Borrower, as the case may be) shall be required to pay to Smart Tech the amount of any such deficiency within 10 days from the date of purchase by Smart Tech (or Call Co., as the case may be) of the subject Equity Plan Shares.

(b) If, pursuant to and in accordance with Section 8.1 of the Plan, Smart Tech does not elect to exercise its right to purchase (or, at Smart Tech’s option, cause Call Co. to purchase or redeem) the Equity Plan Shares then owned by the Borrower, the full amount of the then outstanding Loan Obligations shall become due and payable and the Borrower shall be liable for any amount outstanding in accordance with and subject to the terms hereof.

5.4 Deficient Amounts

If the Borrower defaults in the payment of any amount of the Loan Obligations when due pursuant to Section 5.2(a) or any deficient amount of the Loan Obligations when due pursuant to Section 5.1(c), Section 5.2(b)(iii), Section 5.3(a)(iii) or Section 5.3(b), the amount of any such outstanding amount or deficiency shall continue to constitute a debt of the Borrower to Smart Tech which shall immediately become due and payable and the Escrow Agent shall take such action to collect such amount as the Administrators may from time to time request, including the enforcement of the rights of Smart Tech as pledge pursuant to, and in accordance with, the terms of the Pledge Agreement.

5.5 Application of Dividends on Equity Plan Shares

The Borrower hereby irrevocably authorizes and directs Smart Tech to apply all cash dividends and other cash distributions paid in respect of the Equity Plan Shares held pursuant to any Pledge Agreement and received from the Pledgee towards the repayment of the then outstanding Loan Obligations.

Amended and Restated Loan Agreement

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5.6 Recourse Against the Borrower

Smart Tech and the Borrower hereby acknowledge and agree that in enforcing this Agreement Smart Tech shall have recourse:

(a) first, pursuant to and in accordance with the terms of the Pledge Agreement, to the Equity Plan Shares; and

(b) second, in the event of any deficiency remaining after realization of such Equity Plan Shares pursuant to Section 5.6(a), personally to the Borrower for the full amount of any such deficiency thereafter,

and Smart Tech shall be permitted to sue or otherwise make any claim against the Borrower for any such deficiency.

5.7 Repayment in Connection with Initial Public Offering

The Borrower hereby acknowledges and agrees that, if, in connection with the completion of an Initial Public Offering loans made to certain Participants of the Plan are required by applicable laws to be repaid including the Obligations of the Borrower hereunder, the amount of the Loan Obligations then outstanding hereunder shall become due and payable on such date and at such time as is required by applicable laws.

5.8 Amendment of Plan in Connection with Initial Public Offering

Each Participant hereby acknowledges and agrees that in connection with or following the completion of an Initial Public Offering, the Administrator shall be entitled to amend the terms of the Plan in such manner as they determine is appropriate in the circumstances, including, without limitation: (i) amending Smart Tech’s purchase or redemption rights and obligations (including changing Smart Tech’s obligation to purchase or redeem (or cause Call Co. to purchase or redeem) Restricted Shares in connection with a termination of a Participant’s employment to a right to purchase or redeem)); (ii) the restriction criteria relating to the Equity Plan Shares (as described in Schedule “B”) of the Plan; (iii) the ability to deem Equity Plan Shares that do not otherwise become Unrestricted Shares (in accordance with Schedule “B”) of the Plan in connection with the completion of an Initial Public Offering to be Restricted Shares for the purposes of Section 8.2(a)(ii); and (iv) amending the terms of any related Loan Agreement and Pledge Agreement; provided that such amendments made to pursuant to and in accordance with the provisions of the Plan are not, in the aggregate, materially adverse in interest to the rights of the Participant as holder of Equity Plan Shares as constituted as of the date hereof.

ARTICLE 6

GENERAL PROVISIONS

6.1 Waiver

Except as otherwise expressly set out herein, no waiver of any provision of this Agreement shall be binding unless in writing. No indulgence or forbearance by a party shall constitute a waiver of such party’s right to insist on performance in full and in a timely manner of all covenants contained in this Agreement. Waiver of any provision shall not be deemed to waive the same provision thereafter, or any other provision of this Agreement at any other time.

Amended and Restated Loan Agreement

- 7 -

6.2 Amendment

Subject to Section 5.7 hereof and Section 8.2(c) of the Plan, this Agreement may only be amended, supplemented or terminated by a written agreement signed by the Borrower and Smart Tech.

6.3 Further Assurances

The parties will execute and deliver any further documents and perform any further acts reasonably requested by any of the parties to this Agreement which are necessary to carry out the intent of this Agreement.

6.4 Notices

All notices, requests, demands or other communications required or permitted to be given by one party to another under this Agreement shall be given in writing and delivered by personal delivery or delivery by recognized commercial courier, sent by facsimile or delivered by registered mail, postage prepaid, addressed as follows:

In the case of the Smart Tech:	Smart Technologies Inc.
	3636 Research Road N.W.
	Calgary, Alberta T2L 1Y1
	Attention:	Jeff Losch, Vice President, Legal and General Counsel
	Facsimile:	(403) 407-4898
In the case of the Borrower:
	Facsimile:

or at such other address or fax number of which the addressee may from time to time notify the addressor. Any notice delivered by personal delivery or by courier to the party to whom it is addressed as provided above shall be deemed to have been given and received on the day it is so delivered at such address. If such day is not a business day, or if the notice is received after 4:00 p.m. (addressee’s local time), then the notice shall be deemed to have been given and received on the next business day. Any notice sent by prepaid registered mail shall be deemed to have been given and received on the fourth business day following the date of its mailing. Any notice transmitted by facsimile shall be deemed to have been given and received on the day in which transmission is confirmed. If such day is not a business day or if the facsimile transmission is received after 4:00 p.m. (addressee’s local time), then the notice shall be deemed to have been given and received on the first business day after its transmission.

Amended and Restated Loan Agreement

- 8 -

6.5 Equitable Remedies

The parties acknowledge that the covenants, provisions or restrictions contained in this Agreement are reasonable. In the event any party breaches any of the covenants, provisions or restrictions contained in this Agreement, the remaining parties’ remedy in the form of monetary damages may, therefore, be inadequate and, the remaining parties shall be and are hereby authorized and entitled, in addition to all other rights and remedies available to them, to apply for and obtain from any court of competent jurisdiction, interim and permanent injunctive relief and an accounting of all profits and benefits arising out of such breach.

6.6 Time of Essence

Time shall be of the essence of each provision of this Agreement. Any extension, waiver or variation of any provision of this Agreement shall not be deemed to affect this provision and there shall be no implied waiver of this provision.

6.7 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

6.8 Successors and Assigns

This Agreement and all its terms, conditions and provisions shall enure to the benefit of and be binding upon Smart Tech and its successors and assigns and the Borrower, his or her heirs, executors, administrators and legal personal representatives, respectively.

6.9 Enforcement and Severability

If any provisions of this Agreement as applied to any party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void, voidable, invalid or unenforceable, in whole or in part, the same shall not affect any other provision of this Agreement, the application of such provision in any other circumstances, or the validity or enforceability of this Agreement. The parties hereto agree that the provisions hereof are reasonable and intend this Agreement to be enforced as written.

6.10 Copy Received

The Borrower hereby acknowledges receipt of a copy of this Loan Agreement.

6.11 Counterparts

This Agreement may be signed in one or more counterparts each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. Notwithstanding the date of execution or transmission of any counterpart, each counterpart shall be deemed to have the effective date first written above.

Amended and Restated Loan Agreement

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6.12 English Language

The parties hereto confirm that they have expressly requested that this Agreement and all related documents be drafted in English. Les parties aux présentes confirment avoir expressément demandé que la présente convention et tous les documents s’y rapportant soient rédigés en anglais.

[This page is intentionally left blank.]

Amended and Restated Loan Agreement

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IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above mentioned.

		SMART TECHNOLOGIES INC.
		Per:
			Name:
			Title:
	}
Witness		[Name], as Borrower

Amended and Restated Loan Agreement

EX-4.12

Exhibit 4.12

SMART TECHNOLOGIES INC.

PARTICIPANT EQUITY LOAN PLAN

PLEDGE AGREEMENT

THIS AGREEMENT is amended and restated as of the 19^th day of December, 2012.

BETWEEN:

SMART TECHNOLOGIES INC., a corporation incorporated under the laws of the Province of Alberta

(the “Pledgee” or “Smart Tech”)

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[Insert name of Participant], an individual resident in the City of             , Alberta

(the “Pledgor”).

WHEREAS pursuant to a participation election dated as of —, 200    , the Pledgor elected to purchase — common shares in the capital of the Pledgee (the “Equity Plan Shares”) in accordance with the terms and conditions of the Pledgee’s 2009 Participant Equity Loan Plan dated January 1, 2009, as amended and restated on December 19, 2012 (the “Plan”);

AND WHEREAS in accordance with the terms and conditions of the Plan and of a loan agreement entered into between the Pledgor, Smart Tech and others on —, 20— , as amended and restated on December 19, 2012 (such loan agreement, including any amendment, replacement, restatement or other modified version thereof, the “Loan Agreement”), Smart Tech has lent to the Pledgor an amount equal to all or a portion of the purchase price for the Equity Plan Shares;

AND WHEREAS the Pledgor has agreed to pledge the Equity Plan Shares and other collateral to the Pledgee as general and continuing collateral security for the due satisfaction and performance of all liabilities and obligations of the Pledgor to Smart Tech under the Loan Agreement and the Plan;

NOW THEREFORE in consideration of the mutual covenants in this Agreement and for other consideration (the receipt and sufficiency of which are thereby acknowledged by the Pledgor), the parties agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement, capitalized terms used that are not otherwise defined shall have the same meanings as in the Plan and:

(a) “Agreement” “this Agreement”, “hereof”, “herein”, “hereto”, “hereby”, “hereunder” and similar expressions mean this Agreement including all instruments supplementing, amending or confirming this Agreement;

(b) “Affiliate” has the meaning given to that term in the Canada Business Corporations Act, as the same may from time to time be amended;

(c) “Common Share” means a common share in the capital of Smart Tech and “Common Shares” means, collectively, all such issued and outstanding Common Shares;

(d) “Equity Plan Shares” has the meaning ascribed thereto in the recitals to this Agreement.

(e) “Event of Default” has the meaning ascribed thereto in Article 4;

(f) “Lien” means any lien, mortgage, pledge, charge, assignment, security interest, hypothec (if applicable) or other encumbrance, including, without limitation, any agreement to give any of the foregoing, or any conditional or other title retention agreement or any contractual restriction which, if contravened, may give rise to an encumbrance;

(g) “Loan Agreement” has the meaning ascribed thereto in the recitals to this Agreement;

(h) “Obligations” means the aggregate of all indebtedness, obligations and liabilities, direct or indirect, absolute or contingent, matured or not, of the Pledgor to the Pledgee, under the Loan Agreement and the Plan, whether incurred prior to, at the time of, or subsequent to the execution hereof, whether incurred alone or with another or others, including extensions and renewals, and including without limitation all indebtedness, obligations and liabilities of the Pledgor to the Pledgee hereunder;

(i) “Plan” has the meaning ascribed thereto in the recitals to this Agreement;

(j) “Pledged Collateral” means collectively:

(i) the Equity Plan Shares;

(ii) all substitutions therefor, additions thereto and proceeds thereof;

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(iii) all dividends, interest, income, revenue, return of capital or other distributions made or paid in respect of the Pledged Collateral to the extent provided for in Section 3.1; and

(iv) all rights and claims of the Pledgor in respect of the foregoing or evidenced thereby;

(k) “PPSA” means the Personal Property Security Act (Alberta) as the same may from time to time hereafter be amended or any legislation that may be substituted therefor as the same may from time to time be amended; and

(l) “Security Interest” means the assignment, hypothecation and pledge of, and security interest in, the Pledged Collateral granted to the Pledgee by the Pledgor pursuant to Section 2.1.

1.2 Terms Defined by the PPSA

Unless there is something in the context or subject matter inconsistent therewith, words and phrases not otherwise herein defined that are defined in the PPSA shall have the meanings ascribed thereto in the PPSA.

1.3 Headings

All reference to “Articles” or “Sections” refer to the specified Article or Section of this Agreement. The descriptive headings preceding Articles and Sections of this Agreement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections. The division of this Agreement into Articles and Sections shall not affect the interpretation of this Agreement.

1.4 Number and Gender

Words in the singular include the plural and vice versa and words in one gender include all genders. References to a “person” shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.

1.5 Currency

Unless otherwise specified, all references to amounts of money in this Agreement refer to Canadian currency.

ARTICLE 2

PLEDGE OF SHARES

2.1 Pledge of Collateral

The Pledgor hereby deposits in pledge with Smart Tech, grants to Smart Tech a security interest in and assigns to Smart Tech all of the Pledgor’s right, title and interest in and to the Pledged Collateral and agrees that such Pledged Collateral and any further Pledged Collateral which is hereafter deposited in pledge with Smart Tech shall be held for the benefit of Smart Tech as a continuing collateral security for the due and timely payment and performance by the Pledgor of the Obligations of the Pledgor.

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2.2 Delivery of Pledged Collateral

The Pledgee hereby agrees, concurrently with the execution of this Agreement, to deliver to the Pledgor or its nominee the Pledged Collateral, any certificate representing or evidencing the Pledged Collateral, and all appropriate transfer and other documents in such form as the Pledgor may request to enable the Pledgor to be registered as the owner thereof and to transfer and sell the Pledged Collateral.

2.3 Reclassification or Other Change in Equity Plan Shares

If any of the Equity Plan Shares are changed, classified, reclassified, subdivided or converted into a different number or class of securities or otherwise, or in the event of any consolidation, reorganization, merger or amalgamation of the Pledgee, the securities resulting from any such change, classification, reclassification, subdivision conversion, consolidation, reorganization, merger or amalgamation and the certificates, and the certificates representing the same (if any), shall be delivered by the Pledgee or its nominee to and held by the Pledgor or its nominee in place of or in addition to, as the case may be, the Equity Plan Shares and the provisions hereof relating to the Equity Plan Shares shall, mutatis mutandis, apply to such securities and, for greater certainty, such securities shall form part of the Pledged Collateral. The provisions of this Section 2.3 shall similarly apply to successive changes, classifications, reclassifications, subdivisions, conversions, consolidations, reorganizations, mergers, amalgamations and sales.

2.4 Transfer Agent Direction

The Pledgor shall, if requested to do so by the Pledgee, sign, execute and deliver to the Pledgee an irrevocable direction with respect to the payment or delivery of dividends, distributions, share certificates, notices and other communications in respect of the Pledged Collateral.

2.5 Attachment

The Pledgor acknowledges that value has been given by the Pledgee for the granting of the Security Interest, that the Pledgor has rights in the Pledged Collateral (other than future and hereinafter acquired Pledged Collateral), and that the parties have agreed not to postpone the time for attachment of the Security Interest.

2.6 Perfection of Security

The Pledgor authorizes the Pledgee or its nominee to file such financing and other statements and documents, register such hypothecs and do such acts, matters and things as the Pledgee or its nominee may consider appropriate to perfect and continue the Security Interest, to protect and preserve the interest of the Pledgee in the Pledged Collateral and to realize upon the Security Interest.

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2.7 Representations, Warranties and Covenants

The Pledgor represents and warrants and covenants that:

(a) he or she has good title to the Pledged Collateral;

(b) his or her full legal name, his residential address and his or her date of birth are as set forth beneath his signature line on the signing pages of this Agreement;

(c) the Pledged Collateral is, and the Pledged Collateral will at all times be, free of any Lien, except in favour of the Pledgee or incurred with the Pledgee’s prior written consent;

(d) he or she has the right and all requisite power and authority to enter into this Agreement and perform his or her obligations under this Agreement, including to pledge, assign, grant a security interest in, transfer and deliver the Pledged Collateral to the Pledgee as provided herein;

(e) no consent, approval, authorization or order of, or filing with, any person or entity, governmental or otherwise, is required for his execution and delivery of this Agreement or his or her delivery of the Pledged Collateral to the Pledgee;

(f) which would delay or impede immediate sale of the Equity Plan Shares by the Pledgee;

(g) upon the delivery of the Pledged Collateral to the Pledgee or its nominee pursuant to this Agreement, the Pledgee will have a valid Lien on, and a perfected Security Interest in, the Pledged Collateral as security for the Obligations; and

(h) he or she has not performed and will not perform any acts that might prevent the Pledgee from enforcing any of the terms of this Agreement.

ARTICLE 3

DEALINGS WITH PLEDGED SHARES

3.1 Rights, Dividends or Distributions

At any time during the term of this Agreement, regardless of any change in the registered holder of the Pledged Collateral:

(a) the Pledgor shall not, without the prior written consent of the Pledgee, and subject to the applicable provisions of the Loan Agreement, retain or exercise any rights of conversion or retraction or other similar rights with respect to the Pledged Collateral, provided that (i) no such exercise, in the opinion of the Pledgee, will have an adverse effect on the value of such Pledged Collateral and all expenses of the Pledgee in connection therewith have been paid in full and (ii) upon the exercise of the conversion or retraction or other similar right, the additional Pledged Collateral resulting therefrom shall be paid or delivered to the Pledgee or its nominee;

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(b) all cash dividends and other cash distributions on the Pledged Collateral shall be applied, in accordance with the provisions of the Loan Agreement, in satisfaction of the Obligations, and the Pledgor hereby irrevocably authorizes and directs the Pledgee to so apply all cash dividends and other cash received by the Pledgee or its nominee on the Pledged Collateral; and

(c) the Pledgor shall be entitled to retain all non-cash dividends or distributions on the Pledged Collateral, provided, however, that any such non-cash dividends and distributions shall be paid or delivered to the Pledgee or its nominee and shall form part of the Pledged Collateral.

3.2 Possession of Pledged Collateral

(a) The Pledgor acknowledges that the Pledgee or its nominee may at any time take possession of any Pledged Collateral not in its possession, wherever it may be located and by any method permitted by law after the occurrence of an Event of Default. Subject to Section 3.1(b), all other collateral received from time to time by or on behalf of the Pledgor, whether before or after the occurrence of an Event of Default, shall be received and held by or on behalf of the Pledgor in trust for the Pledgee or its nominee and shall be delivered to the Pledgee or its nominee immediately upon such receipt.

(b) The Pledgor shall have no right to assign, transfer, create a Lien upon or otherwise deal with any Pledged Collateral.

ARTICLE 4

DEFAULT AND ENFORCEMENT

4.1 Default and Enforcement

In the event of any default in the due performance or payment of any of the Obligations (an “Event of Default”), the Security Interest shall become immediately enforceable and the Pledgee or its nominee may, in its sole discretion, do any or all of the following:

(a) take possession of all or any part of the Pledged Collateral that is not already in its possession and do all such acts as it considers advisable for the purpose of being able to realize upon and otherwise deal with the Pledged Collateral;

(b) vote any or all of the Pledged Collateral (whether or not transferred into the name of the Pledgee) and exercise all other rights and powers (including without limitation any conversion, exchange or subscription rights) and perform all acts of ownership in respect thereof as the registered holder or the Pledgor might do;

(c) proceed to realize upon the Pledged Collateral or any of it by sale at public or private sale or otherwise realize upon any of the Pledged Collateral for such price and money or other consideration and upon such terms and conditions as it deems best, the whole without advertisement or notice to the Pledgor or other persons (it being acknowledged and agreed by the Pledgor that the Pledged Collateral is of such a nature that it may decline rapidly in value and is of a type customarily sold

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on a recognized market), so long as every aspect of the disposition is commercially reasonable, and, where any such sale or realization is by way of public auction or tender, the Pledgee or any of its affiliates may purchase the Pledged Collateral or such portion thereof free from any right or equity of redemption, and may, in paying the purchase price, apply any portion of the Obligations on account of the purchase price as may be outstanding at the time of such sale or realization;

(d) enjoy and exercise all of the rights and remedies of a secured party under the PPSA or under the laws of any other jurisdiction applicable to the Pledged Collateral (including, without limitation, applicable personal property security laws); and

(e) generally act in relation to the Pledged Collateral in such manner and on such terms as the Pledgee may deem expedient to its own interest.

4.2 Exclusion of Liability of Pledgee

The Pledgee shall not be liable for any exercise or any failure to exercise its rights, powers or remedies arising hereunder or otherwise, including, without limitation, taking possession of, collecting, enforcing, realizing, selling or otherwise disposing of, preserving or protecting the Pledged Collateral, or taking any steps or proceedings for any such purpose or any failure to do any of the foregoing. The Pledgee shall not have any obligation to examine any notices or other communications with respect to the Pledged Collateral or to advise the Pledgor of any other matter relating to the Pledgee, and the Pledgee shall not have any obligation to taken any steps or proceedings to preserve rights against prior parties to or in respect of the Pledged Collateral, whether or not in the Pledgee’s possession. Subject to the foregoing, the Pledgee shall use reasonable care in the custody and preservation of the Pledged Collateral in its possession.

4.3 Application of Proceeds

In the event of any realization upon or sale or disposition of the Pledged Collateral or any portion thereof as hereinbefore provided, the Pledgee shall apply the proceeds of any such realization, sale or disposition, together with any other moneys at the time held by it under the provisions of this Agreement, after deducting all costs and expenses of collection, sale and delivery (including, without limitation, legal fees and disbursements on a solicitor-and-his-own-client basis) incurred by the Pledgee in connection therewith, to the payment of all amounts owing to persons having prior rights or Liens on the Pledged Collateral (if any) and to the Pledgee in respect of the Obligations, in such manner and at such times as the Loan Agreement may prescribe or otherwise as the Pledgee in its sole discretion may determine, and the balance of such proceeds, if any, shall be paid in accordance with the PPSA and any other applicable law.

4.4 Liability for Deficiency

If the proceeds of realization received by or on behalf of the Pledgee from the disposition of the Pledged Collateral are not sufficient to satisfy the Obligations in full, the Pledgor shall, subject to and in accordance with the terms of Loan Agreement, be liable to pay such deficiency to the Pledgee.

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4.5 Other Remedies Cumulative

The remedies of the Pledgee set out in this Agreement are cumulative and in addition to (and not in substitution for, exclusive of or dependent on) any other remedies contained in any existing or future security document granted by the Pledgor to the Pledgee and to all other remedies existing at law or in equity or by statute.

4.6 Indulgences and Releases

The Pledgee may grant extensions of time and other indulgences, take and give up or abstain from perfecting or taking advantage of security, accept compositions, compound, compromise, settle, grant releases and discharges, release any part of the Pledged Collateral to third parties and otherwise deal with the Pledgor, debtors of the Pledgor, sureties and others and with the Pledged Collateral and other security as the Pledgee may see fit without prejudice to the liability of the Pledgor in respect of the Obligations or the right of the Pledgee to hold the Pledged Collateral and realize upon the Security Interest.

4.7 Expenses of Enforcement

The Pledgor agrees to indemnify and reimburse the Pledgee for all costs and expenses of the Pledgee, its agents, advisors and consultants (including, without limitation, legal fees and disbursements on a solicitor-and-his-own-client basis) incurred with respect to the exercise by the Pledgee of any of its rights, remedies and powers under this Agreement (including, without limitation, costs and expenses related to the custody, preservation and realization of the Pledged Collateral), and such costs and expenses shall be added to and shall form part of the Obligations.

ARTICLE 5

RELEASE OF COLLATERAL

5.1 Release of Pledged Collateral.

At such time as amounts payable by the Pledgor from time to time in respect of the Obligations have been paid to the Pledgee, and any indemnity obligations of the Pledgor pursuant to the Plan or the Agreement, have been terminated or satisfied, the Pledgee shall, in the manner contemplated by the Plan, release any or all Pledged Collateral, as applicable, and all documents evidencing ownership of or title to such released Pledged Collateral shall be returned to the Pledgor.

5.2 Non-Release.

The Security Interest constituted hereby shall not be released, discharged or in any way affected by:

(a) any increase or decrease in the amount of the Obligations;

(b) any partial release of the Pledged Collateral;

(c) an extension of time for payment of the Obligations;

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(d) any modification of the Obligations; or

(e) any forebearance whatsoever whether as to time, performance or otherwise.

ARTICLE 6

GENERAL PROVISIONS

6.1 Waiver

Except as otherwise expressly set out herein, no waiver of any provision of this Agreement shall be binding unless it is in writing. No indulgence or forbearance by a party shall constitute a waiver of such party’s right to insist on performance in full and in a timely manner of all covenants in this Agreement. Waiver of any provision shall not be deemed to waive the same provision thereafter, or any other provision of this Agreement, at any other time.

6.2 Amendment

Subject to Section 6.5 hereof and Section 8.2(c) of the Plan, this Agreement may only be amended, supplemented or terminated by a written agreement signed by the Pledgor and the Pledgee.

6.3 Further Assurances

The Pledgor shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such further acts, deeds, mortgages, transfers, stock powers, assurances or other documents as the Pledgee shall reasonably require to give effect to or to preserve and perfect the Security Interest in the Pledged Collateral intended to be granted to the Pledgee hereunder, or any security interest the Pledgor may hereafter grant or become bound to grant to the Pledgee, for the purpose of accomplishing and effecting the intention of this Agreement. The Pledgor irrevocably appoints the Pledgee to be the attorney of the Pledgor, coupled with an interest, with full power of substitution, for and in the name of the Pledgor to execute and to do any deeds, documents, transfers, demands, assignments, assurances, consents and things which the Pledgor is obliged to sign, execute or do hereunder.

6.4 Notices

All notices, requests, demands or other communications required or permitted to be given by one party to another under this Agreement shall be given in writing and delivered by personal delivery or delivery by recognized commercial courier, sent by facsimile or delivered by registered mail, postage prepaid, addressed as follows:

In the case of the Pledgee:	Smart Technologies Inc.
	3636 Research Road N.W.
	Calgary, Alberta T2L 1Y1
Attention:	Jeff Losch, Vice President, Legal and General Counsel
Facsimile:	(403) 407-4898
In the case of the Pledgor:	[insert name and address of Pledgor]
Facsimile:	—

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or at such other address or fax number of which the addressee may from time to time notify the addressor. Any notice delivered by personal delivery or by courier to the party to whom it is addressed as provided above shall be deemed to have been given and received on the day it is so delivered at such address. If such day is not a business day, or if the notice is received after 4:00 p.m. (addressee’s local time), then the notice shall be deemed to have been given and received on the next business day. Any notice sent by prepaid registered mail shall be deemed to have been given and received on the fourth business day following the date of its mailing. Any notice transmitted by facsimile shall be deemed to have been given and received on the day in which transmission is confirmed. If such day is not a business day or if the facsimile transmission is received after 4:00 p.m. (addressee’s local time), then the notice shall be deemed to have been given and received on the first business day after its transmission.

6.5 Equitable Remedies

The parties acknowledge that the covenants, provisions or restrictions contained in this Agreement are reasonable. In the event any party breaches any of the covenants, provisions or restrictions contained in this Agreement, the remaining parties’ remedy in the form of monetary damages may, therefore, be inadequate and, the remaining parties shall be and are hereby authorized and entitled, in addition to all other rights and remedies available to them, to apply for and obtain from any court of competent jurisdiction, interim and permanent injunctive relief and an accounting of all profits and benefits arising out of such breach.

6.6 Time of Essence

Time shall be of the essence of each provision of this Agreement. Any extension, waiver or variation of any provision of this Agreement shall not be deemed to affect this provision and there shall be no implied waiver of this provision.

6.7 Governing Law

This Agreement and all documents delivered pursuant hereto shall be governed by and construed in accordance with the PPSA and other laws of the Province of Alberta and the federal laws of Canada applicable therein, and the parties submit to the non-exclusive jurisdiction of the courts of such Province.

6.8 Successors and Assigns

This Agreement and all its terms, conditions and provisions shall enure to the benefit of and be binding upon Smart Tech and its successors and assigns and the Participant, his or her heirs, executors, administrators and legal personal representatives, respectively.

6.9 Term

This Agreement shall become effective according to its terms immediately upon the execution hereof by the Pledgor and shall continue as security for the Obligations until all of the Obligations are paid and performed in full, at which time this Agreement shall terminate.

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6.10 Non-substitution

This Agreement and the Security Interest are in addition to and not in substitution for any other agreement made between the Pledgor and the Pledgee or any other security granted by the Pledgor to the Pledgee whether before or after the execution of this Agreement.

6.11 No Merger

Neither the taking of any action, suit or proceeding, judicial or extra-judicial, nor the exercise of any power of seizure or disposition shall extinguish the liability of the Pledgor to pay and perform the Obligations nor shall the acceptance of any payment or alternate security constitute or create any novation. No covenant, representation or warranty of the Pledgor herein shall merge in any judgment.

6.12 Entire Agreement

There are no representations, agreements, warranties, conditions, covenants or terms, express or implied, collateral or otherwise, affecting this Agreement, the Security Interest or the Pledgor’s obligations and liabilities hereunder other than as expressed herein.

6.13 Enforcement and Severability

If any provisions of this Agreement as applied to any party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void, voidable, invalid or unenforceable, in whole or in part, the same shall not affect any other provision of this Agreement, the application of such provision in any other circumstances, or the validity or enforceability of this Agreement. The parties hereto agree that the provisions hereof are reasonable and intend this Agreement to be enforced as written.

6.14 Disclosure of Information re: Pledgor

The Pledgor agrees that the Pledgee may provide from time to time such information concerning this Agreement, the Pledged Collateral and the Obligations to such persons as the Pledgee in good faith believes are entitled to the same under the PPSA.

6.15 Copy Received

The Pledgor hereby acknowledges receipt of a copy of this Agreement and a copy of the financing, verification or other statements registered under the PPSA and any other applicable legislation in respect of the Security Interest.

6.16 Counterparts

This Agreement may be signed in one or more counterparts each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. Notwithstanding the date of execution or transmission of any counterpart, each counterpart shall be deemed to have the effective date first written above.

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6.17 English Language

The parties hereto confirm that they have expressly requested that this Agreement and all related documents be drafted in English. Les parties aux présentes confirment avoir expressément demandé que la présente convention et tous les documents s’y rapportant soient rédigés en anglais

[This page is intentionally left blank.]

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IN WITNESS WHEREOF the Pledgor and the Pledgee have executed this Agreement as of the date first above written.

Per:
	[Pledgor], as Pledgor

Full Legal Name:	—
Residential Address:	— —
Date of Birth:	—

	SMART TECHNOLOGIES INC.
Per:
	Name: Title:

EX-4.13

Exhibit 4.13

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 12 day of October, 2012.

BETWEEN:

SMART TECHNOLOGIES INC., a body corporate, with its office in the Province of Alberta (the “Corporation”)

OF THE FIRST PART

AND

Warren Barkley, of the United States of America (the “Executive”)

OF THE SECOND PART

WHEREAS the parties wish to outline and confirm the terms and conditions of their employment relationship in this Executive Employment Agreement (this “Agreement”);

NOW THEREFORE in consideration of the payment of the sum of ONE ($1.00) DOLLAR by each party to the other, the mutual covenants and agreements hereinafter contained and other good and valuable consideration (the receipt and sufficiency which is hereby acknowledged) the parties have agreed and this Agreement witnesses as follows:

ARTICLE 1

TERM OF EMPLOYMENT

1.1 The Corporation agrees to continue to employ the Executive in the capacity of Chief Technology Officer (“CTO”), based in Calgary, Alberta, and reporting to the Chief Executive Officer (“CEO”), and the Executive agrees to continue to perform the duties required of the Executive in accordance with this Agreement.

1.2 This Agreement shall be effective as of November 15, 2012 the (“Effective Date”) and the Executive’s employment and this Agreement shall continue indefinitely thereafter until terminated in accordance with this Agreement.

ARTICLE 2

DUTIES

2.1 The Executive shall continue to serve the Corporation in the capacity of CTO and shall continue to perform the duties, initially as outlined in Schedule “A” and as determined from time to time by the CEO and/or the Board of Directors of the Corporation, to the best of the Executive’s ability and hereby covenants to continue to use the Executive’s best efforts to promote the interests of the Corporation.

2.2 The Executive shall also continue to serve as CTO of the Corporation’s wholly owned subsidiary SMART Technologies ULC (“SMART ULC”), and shall hold such other titles and positions with other subsidiaries and affiliates of the Corporation as may be reasonably requested by the Board of Directors of the Corporation from time to time.

2.3 The Executive agrees to devote the Executive’s full time and attention to the business and affairs of the Corporation, SMART ULC, and their affiliates and subsidiaries (the “SMART Group”) and shall not, without the consent of the Board of Directors of the Corporation, undertake during the course of the Executive’s employment any other business or occupation or become a director, officer, consultant, advisor, employee, or agent of another company, firm or proprietorship.

ARTICLE 3

REMUNERATION, BENEFITS AND OTHER

3.1 The Executive shall receive an annual salary (“Annual Salary”) of CDN $400,000 less statutory deductions payable in equal instalments in arrears on a bi-weekly basis. The Annual Salary of the Executive will be reviewed on an annual basis, and may, in the absolute discretion of the Compensation Committee of the Board of Directors of the Corporation, be increased from time to time.

3.2 In addition to the Annual Salary provided for in Article 3.1, the Executive may also receive an annual bonus, the payment of terms and potential amount of up to 100% of salary are described in the Discretionary Bonus Plan and as approved by the CEO and/or Compensation Committee of the Board of Directors.

3.3 In addition to the Annual Salary provided for in Article 3.1, the Executive shall be entitled to receive the following perquisites and benefits as further described in the Corporation’s benefit material and Corporate policy documents (as amended from time to time):

(a) participation in the group benefit plan adopted by the Corporation for all employees, and as amended from time to time;

(b) participation in the Corporation’s Group RRSP in accordance with the terms and conditions of such plan;

(c) paid vacation of three (3) weeks per year and additional time off in accordance with the Corporation’s Paid Time Off policy, as amended from time to time, and in taking such time off the Executive shall have regard to the business of the Corporation;

(d) eligibility to participate in an amended and restated equity incentive plan on the terms and conditions approved by the Corporation’s Board of Directors, as may be further amended from time to time (the “Amended and Restated Equity Incentive Plan”); and

(e) participation in such other plans as may be adopted by the Corporation for either all employees or executive management personnel and as amended from time to time.

2

3.4 The Executive shall be reimbursed for all reasonable out-of-pocket expenses actually and properly incurred by the Executive in connection with the Executive’s duties hereunder. For all such expenses the Executive shall furnish to the Corporation statements and vouchers as and when required by it.

3.5 Upon the occurrence of a Change of Control (as defined in Schedule “B”), and in the event that the Executive has been granted Restricted Share Units and/or Performance Share Units (as each is respectively defined in the Amended and Restated Equity Incentive Plan):

(a) all Restricted Share Units that would otherwise vest within the one (1) year period following the effective date of the Change of Control shall accelerate and vest as of the effective date of the Change of Control and be paid by the Corporation in accordance with the Amended and Restated Equity Incentive Plan and the related restricted share unit agreement; and

(b) all Performance Share Units outstanding as at the effective date of the Change of Control shall accelerate and vest as of the effective date of the Change of Control and shall be redeemed and paid pursuant to the terms of the Amended and Restated Equity Incentive Plan and the relevant performance share unit agreements and the calculation of the Total Shareholder Return or other performance measures (as defined in the relevant performance share unit agreements) shall be determined after giving effect to the transaction that constituted the Change of Control.

ARTICLE 4

TERMINATION OF THIS AGREEMENT

4.1 The Corporation may terminate the Executive’s employment and this Agreement for just cause at any time without notice and without any payment to the Executive whatsoever, save and except only for payment of the pro rata Annual Salary earned for services rendered up to and including the last day actually worked by the Executive, and any accrued and unused vacation pay. If the Executive’s employment and this Agreement is terminated for just cause the Executive shall not be entitled to any bonus or pro rata bonus payment.

4.2 The Executive can resign from the Executive’s employment and terminate this Agreement by providing the Corporation with two (2) months’ written notice of the resignation date. If the Executive so resigns, the Executive is not entitled to any severance compensation nor is the Executive entitled to any bonus or pro rata bonus payment.

4.3 The employment of the Executive and the Corporation’s obligation to compensate the Executive with respect to employment will terminate:

(a) upon mutual written agreement of the parties; or

(b) upon the death of the Executive.

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4.4 The Corporation may immediately terminate this Agreement and the Executive’s employment, for any reason other than the reasons in Articles 4.1, 4.2 and 4.3, and the Corporation shall pay the Executive, subject to the condition in Article 4.8, within five (5) business days of the Executive’s last day actively at work (the “Termination Date”) for the Corporation, the following:

(a) the pro rata Annual Salary earned, but not yet paid, up to the Termination Date;

(b) all vacation accrued and unused as of the Termination Date to be calculated in accordance with the Corporation’s policies and procedures;

(c) a retiring allowance calculated on the following basis (the “Retiring Allowance”):

(i) one and one half (1.5) times the Executive’s then Annual Salary, less required withholdings; plus

(ii) one and one half (1.5) times the average of all Discretionary Bonus Plan bonus payments to the Executive by the Corporation in the three (3) fiscal years prior to the Termination Date, less required withholdings; plus

(iii) in consideration of the termination of all benefits and perquisites effective the Termination Date as contemplated in Article 4.7 hereof, an additional amount equal to seven percent (7%) of the Executive’s then Annual Salary; and

(d) a payment equal to the average of all Discretionary Bonus Plan bonus payments paid to the Executive by the Corporation in the three (3) fiscal years prior to the Termination Date, prorated to reflect the period of time that the Executive was employed with the Corporation in the fiscal year in which the Termination Date occurred.

(e) In calculating the three (3) year averages referenced in Articles 4.4(c)(ii) and 4.4(d), the bonus amounts actually earned shall be used for each of the years for which they are available, if any, and seventy-five (75) percent of the target bonus amounts shall be used for each of the remaining years, if any.

4.5 Upon the occurrence of a Change of Control (as defined in Schedule “B”) and within one (1) year of the Change of Control an event or events that constitute Good Reason (as defined in Schedule “B”), the Executive shall have the right, for a period of ninety (90) days following the event or events that constitute Good Reason, to elect to terminate this Agreement and employment with the Corporation upon providing the Corporation with one

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(1) week advance notice. If the Executive so elects to terminate this Agreement and employment with the Corporation, the Corporation shall, subject to the conditions in Article 4.8, pay the Executive within five (5) business days of the Termination Date the payment and Retiring Allowance provided for in Article 4.4, and in addition, any Awards (as defined in the Corporation’s Amended and Restated Equity Incentive Plan) not accelerated and vested pursuant to the provisions of Article 3.5 shall continue to vest and be exercisable or issued in accordance with the terms of the Amended and Restated Equity Incentive Plan during the one and one half (1.5) years following the Termination Date as if the Executive’s employment had continued with the Corporation during such time.

4.6 The parties agree that because there can be no exact measure of the damages that the Executive would incur as a result of the termination of this Agreement and employment, the retiring allowance payment contemplated in Articles 4.4 and 4.5, would be deemed to constitute a genuine pre-estimate of the loss that the Executive would suffer upon the termination of employment and the parties agree that this constitutes liquidated damages and not a penalty, and the Corporation agrees that the Executive will not be required to mitigate the Executive’s damages.

4.7 The Executive understands and agrees that all benefits of employment, including long-term disability coverage, will cease as of the Termination Date, and the Corporation has no liability for any damages caused by the cessation of such benefits regardless of the reason for termination or resignation. The Corporation has no obligation to extend benefit coverage past the Termination Date.

4.8 The Executive agrees that, in exchange for the payments contemplated in Articles 4.4 and 4.5, and the continued vesting under the Amended and Restated Equity Incentive Plan contemplated in Article 4.5, as the case may be, that the Executive shall sign a full and final release in favor of the SMART Group, in a form satisfactory to the Corporation, acting reasonably, and provided such release shall not apply to any obligations of the Corporation to the Executive under indemnity agreement or directors’ and officers’ liability insurance contracts providing coverage for claims made against directors and officers acting in their capacity as directors and officers of the Corporation.

4.9 Notwithstanding the cessation of the Executive’s employment and the termination of this Agreement, or the manner of termination, the provisions of Articles 5, 6, 7 and 8 of this Agreement shall survive such termination.

ARTICLE 5

PERSONAL COVENANTS AND POST-TERMINATION OBLIGATIONS

5.1 The Executive has carefully read and considered the provisions of this Article 5 and, having done so, agrees that the restrictions set forth in this Article are fair and reasonable, and are reasonably required for the protection of the interests of the Corporation. The Executive recognizes and agrees that as an employee and executive of the Corporation, the Executive will become knowledgeable, aware and possessed of confidential

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information. The Executive acknowledges and agrees that the Corporation is the sole and exclusive owner and proprietor of all such confidential information, and that the Executive owes a fiduciary duty to the Corporation that includes, without limitation, a duty to ensure that confidential information is and remains at all times confidential.

5.2 Non-Competition

(a) The Executive further acknowledges that in the course of employment the Executive will be assigned duties that will give the Executive knowledge of confidential and proprietary information which relates to the conduct and details of SMART Group’s business including SMART Group’s customers and marketing programs and which may result in irreparable injury to the Corporation if the Executive could enter into the employment of a business which is the same as or similar to and which is competitive to the Business (as Business is hereinafter defined). The Executive agrees with, and for the benefit of, the Corporation that the Executive shall not without the prior written approval of the Board of Directors of the Corporation during the term of the Executive’s employment with the Corporation or at any time within the period of one (1) year following the date of cessation of the Executive’s employment with the Corporation, however caused, either as an individual or as a partner or joint venturer or otherwise in conjunction with any person or persons, firm, association, syndicate, company or corporation, as principal, agent, consultant, director, officer, employee, investor or in any other manner whatsoever, directly or indirectly, carry on, be engaged in, be interested in, or be concerned with, or permit the Executive’s name or any part thereof to be used or employed by any such person or persons, firm, association, syndicate, company or corporation, carrying on, engaged in, interested in or concerned with, a business which is the same as or similar to the business conducted by SMART Group as at the date of cessation of the Executive’s employment (the “Business”) within Canada and the United States or anywhere in the world where the SMART Group undertakes business.

(b) The Executive has the right to request the Corporation in advance for its agreement that a proposed business or position is not prohibited within the terms of this Agreement. If the Executive receives written acknowledgment by the Corporation that the Corporation does not object to the Executive’s participation in any proposed business or position, then the Executive shall be allowed to so participate.

(c) This Article shall not prevent the Executive from purchasing as a passive investor up to two (2%) percent of the outstanding publicly traded shares or other securities of any class of an issuer listed on a recognized stock exchange.

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5.3 Non-Disclosure

The Executive understands that the Corporation desires to keep its contractual relationship with SMART Group’s customers confidential. The Executive agrees not to disclose any customer relationships unless authorized in writing by the Corporation or required by law other than pursuant to an agreement made by the Executive.

5.4 Confidential Information

The Executive will have access to SMART Group’s confidential information including, without limitation, information and data of or relating to its customers. Such information and data is understood to include all information and data relating to SMART Group’s or the customer’s technology, know-how, products and technical and business data, and marketing strategies. The Executive agrees to accept and retain such information and data in confidence and, at all times during or after the termination of employment, not to disclose or reveal such information and data to others and to refrain from using such information and data for purposes other than those authorized by the Corporation. At the request of the Corporation, and upon cessation of employment, the Executive will promptly turn over to the Corporation all written or descriptive matter containing confidential or proprietary information or data.

5.5 Patent-Copyright-Trademark

(a) The Executive agrees to make prompt and complete disclosure to the Corporation of any (i) invention, discovery, or improvement (“Invention”), whether patentable or not and (ii) copyrightable material, which relate to the Business of SMART Group and which is made, conceived, or authored by the Executive, alone or with others, during the term of employment and, with respect to an Invention, for one (1) year following the cessation of employment.

(b) The Executive agrees to and does hereby assign to the Corporation all of the Executive’s right, title and interest in any Invention(s) and copyrightable material. At the request and expense of the Corporation, the Executive will render whatever assistance may be necessary for the Corporation to secure a patent or copyright for such Invention(s) or material.

5.6 Non-Solicitation

The Executive agrees that as a result of the Executive’s position with the Corporation, that the Executive has confidential information with respect to other employees, consultants and customers of SMART Group. The Executive agrees for a period of two (2) years after cessation of the Executive’s employment with the Corporation, regardless of the reason for cessation, the Executive shall not, directly or indirectly:

(a) solicit, induce, encourage or facilitate employees or consultants of SMART Group to leave the employment of, or consulting relationship with SMART Group; and

(b) solicit, induce, encourage or facilitate any customer the Executive knows to be a customer of SMART Group to alter, modify, vary, diminish, or cease such customer’s relationship with SMART Group, including without limitation, in favor or for the benefit of the Executive.

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5.7 Property

All reports, computer programs, manuals, listings (including customer listings) and any other documentation or data furnished to or prepared by the Executive in connection with the Executive’s employment shall be the property of the Corporation.

5.8 Assistance in Litigation

The Executive shall, after termination of this Agreement for any reason whatsoever, upon reasonable notice and upon payment of reasonable expenses and reasonable compensation by the Corporation (but in no event shall such payment be at a rate less than what is specified in the indemnity agreement between the Corporation and the Executive in effect from time to time), furnish such information and proper assistance to the Corporation as may be reasonably required by the Corporation in connection with any litigation in which it is or may become a party other than litigation by the Corporation against the Executive.

5.9 The Executive acknowledges and agrees that the provisions of this Article 5 do not limit the fiduciary obligations that the Executive owes to the Corporation, both during and after the cessation of the Executive’s employment and the termination of this Agreement.

ARTICLE 6

PERSONAL DATA AND PRIVACY

6.1 The Executive acknowledges and agrees that the Corporation has the right to collect, use and disclose the Executive’s personal information for purposes relating to the Executive’s employment with the Corporation, including:

(a) ensuring that the Executive is paid for the services performed for the Corporation;

(b) administering any benefits to which the Executive is or may become entitled to, including medical, dental, disability and life insurance benefits. This shall include the disclosure of the Executive’s personal information to any insurance company and/or broker or to any entity that manages or administers the Corporation’s benefits on behalf of the Corporation;

(c) compliance with any withholding requirements relating to the Executive’s employment;

(d) conducting any compensation and benefit review;

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(e) enforcing the Corporation’s policies including those relating to the proper use of the electronic communications network and to comply with applicable laws; and

(f) in the event of a potential sale or transfer of all or part of the shares or assets of the Corporation or, disclosing to any potential acquiring organization the Executive’s personal information for the purpose of determining the value of the Corporation and to evaluate the Executive’s position in the Corporation. If the Executive’s personal information is disclosed to any potential acquiring organization, the Corporation will require the potential acquiring organization to agree to protect the privacy of the Executive’s personal information in a manner that is consistent with any policy of the Corporation dealing with privacy that may be in effect from time to time and/or any applicable law that may be in effect from time to time.

ARTICLE 7

NOTICE

7.1 Any notice required to be given hereunder shall be in writing and sufficiently made if delivered personally or mailed by prepaid registered mail to the parties at their respective addresses herein.

(a) The Executive:

c/o SMART Technologies Inc.

3636 Research Road N.W.

Calgary, Alberta T2L 1Y1

(b) The Corporation:

SMART TECHNOLOGIES INC.

3636 Research Road N.W.

Calgary, Alberta T2L 1Y1

Attention: Vice President, People Services

Any such notice shall be deemed to have been given on the date it is delivered if personally delivered or, if mailed, on the third business day following the mailing thereof. Either party may change its address for service by giving written notice hereunder.

ARTICLE 8

GENERAL PROVISIONS

8.1 Prior Employment Agreements

This Agreement supersedes and replaces any prior written or unwritten employment agreements between the Executive and the Corporation, including the Former Agreement, with the exception of the Supplemental Letter (as defined in Schedule “B”) and that the Executive acknowledges that the Executive continues to be bound by all earlier confidentiality, conflict of interest, fiduciary and intellectual property restrictions and obligations owed to the Corporation.

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8.2 Waiver

Any waiver by a party of any breach of any provision of this Agreement by the other party shall not be binding unless in writing, and shall not operate or be construed as a waiver of any other or subsequent breach by the Executive.

8.3 Headings

The headings used in this Agreement are for convenience only and are not to be construed in any way as additions to or limitations of the covenants and agreements contained in it.

8.4 Enurement

The provisions of this Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective heirs, executors, administrators, other legal personal representatives, successors and permitted assigns.

8.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Alberta.

8.7 Jurisdiction and Arbitration

The parties agree that any dispute or claim brought by the Corporation to enforce the covenants in Article 5 of this Agreement shall be brought before the courts of the Province of Alberta and the parties irrevocably attorn to the jurisdiction of the courts of the Province of Alberta in relation to such disputes or claims. The parties agree that any other dispute regarding the interpretation of this Agreement, including termination of this Agreement, and any damages for breach of this Agreement, will be resolved before a single Arbitrator pursuant to the Arbitration Act (Alberta). The decision of the Arbitration will be final and binding on the parties. The arbitration will take place in Calgary, Alberta. In addition to the costs of the arbitration, the Arbitrator will award reasonable solicitor and own client costs and disbursements to the prevailing party in the arbitration.

8.8 Time of the Essence

Time shall be of the essence of this Agreement.

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8.9 Enforceability and Severability

If any paragraph, subparagraph or provision of this Agreement is determined to be unenforceable by a Court of competent jurisdiction then such provision shall be severable from the remainder of this Agreement and the remainder of this Agreement shall be unaffected thereby and shall remain in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed these presents as of the day and year first above written, and effective as of the Effective Date.

SMART TECHNOLOGIES INC.
Per:	/s/ Drew Fitch
	Drew Fitch VP, Finance & CFO

	/s/ Warren Barkley
Witness	EXECUTIVE

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SCHEDULE “A”

The Executive’s duties and responsibilities shall include:

• Technology Leadership:

Responsible for the organization’s technology initiatives as they relate to research, software and hardware development, software architecture, and development activities. In guiding SMART’s investment in technology, leads strategic investment and interfaces with other members of the senior management team to provide technical input on the feasibility of proposed additions, changes or directions to both SMART’s existing and future products. Builds and grows relevant alliances with external technology partners both on the development side (OEMs, ODMs) and on the co-development and co-marketing of new products and services (e.g. Microsoft and CISCO).

• Innovation:

Establishes collaborative processes across the business to drive technology and product innovation to create transformative world-class products.

• Medium- and Long-Term Technology and Product Vision:

Establishes the medium- and long-term technology and product strategy for the company based on the business strategy and trends. Actively stimulates new product and technology ideas to help SMART maintain leadership in its technology and product areas. Understands both legacy and future technology trends to evolve SMART’s technology technical roadmap to achieve business objectives. Communicates clearly the product and technology vision for both the short and longer term.

• Technology and Product Tactical Plan:

Within the context of the organization’s strategic plan and the long-term technology and product vision, and working with the Product Management group, formulates and recommends to the Chief Executive Officer a tactical plan for SMART’s new product research and development functions. Maintains analysis on progress in achieving objectives, sets out a rationale for variances, and ensures corrective action is taken, where appropriate.

• Market Understanding:

Through research, develops an understanding of the market segments to which SMART is selling, the direction in which it is heading, and SMART’s competitive advantage. In so doing, understands pricing, product strategies, competition and other factors that influence behavioural decisions of customers and target audience. Understands the broad context in which SMART operates and contributes to SMART’s brand in the marketplace.

• Senior Management Responsibility:

As a member of the senior management team, participates in the overall business of SMART. In so doing, works closely with other members of the senior management team in developing and implementing a strategic plan that establishes goals, identifies key strategic issues that must be addressed, and sets objectives and medium- and long-term plans for SMART. Collaborates with members of the senior management team in translating goals and objectives into departmental tactics and budget through the quarterly planning process. Supports other team members in the achievement of these goals.

• Staff Management and Leadership:

Plays a key part in attracting key innovative talent into the organization to help drive technology and product innovation. Through effective recruiting, training, development and performance management programs, enhances the technical capabilities of SMART’s technology team in a manner that will deliver the desired staff performance.

SCHEDULE “B”

DEFINITIONS

For the purposes of this Agreement the following terms mean the following:

(a) “Affiliate” means affiliates and associates as those terms are defined in the Business Corporations Act (Alberta), as amended from time to time;

(b) “Change of Control” shall mean the occurrence of any of the following events:

(i) a person, or group of persons, acting jointly and in concert, becomes the beneficial owner of securities of the Corporation constituting 50% or more of the voting power of all outstanding voting securities of the Corporation,

(ii) individuals who were proposed as nominees (but not including nominees under a shareholder proposal) to become directors of the Corporation immediately prior to a meeting of the shareholders of the Corporation involving a contest for, or an item of business relating to, the election of directors of the Corporation, not constituting a majority of the directors of the Corporation following such election;

(iii) a merger, consolidation, amalgamation or arrangement of the Corporation (or a similar transaction) occurs, unless after the event, 50% or more of the voting power of the combined corporation is beneficially owned by the same person or group of persons as immediately before the event; or

(iv) the Corporation’s shareholders approve a plan of complete liquidation or winding-up of the Corporation, or the sale or disposition of all or substantially all the Corporation’s assets (other than a transfer to an Affiliate of the Corporation);

provided that the following shall not constitute a Change of Control:

(A) any person, or group of persons, acting jointly or in concert, becoming the beneficial owner of the threshold of securities specified in (b) as a result of the acquisition of securities by the Corporation or an Affiliate or a subsidiary which, by reducing the number of securities outstanding, increases the proportional number of securities beneficially held by that person or group of persons;

(B) any acquisition of securities directly from the Corporation in connection with a bona fide financing or series of financings by the Corporation;

(C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Corporation and/or its Affiliates; or

(D) beneficial ownership by the Corporation or its Affiliates or any increased ownership by any of them; and

(c) “Good Reason” shall mean: (i) any adverse change, by the Corporation and without the agreement of the Executive following a Change of Control, in any of the duties, powers, rights, discretions, salary, bonus, benefits, existing Awards (as defined in the Corporation’s Amended and Restated Equity Incentive Plan), title or lines of reporting, such that immediately after such change or series of changes, the responsibilities and status of the Executive, taken as a whole, are not at least substantially equivalent to those assigned to the Executive immediately prior to such change or series of changes; (ii) the requirement that the Executive be based anywhere other than the Corporation’s Calgary executive office on a normal and regular basis; or (iii) any reason which would be constructive dismissal by a court of competent jurisdiction.

(d) “Supplemental Letter” shall mean the supplemental letter agreement made between the Corporation and the Executive dated October 10, 2012.

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EX-4.14

Exhibit 4.14

October 12, 2012   SMART Technologies
  3636 Research Road NW   Calgary, AB T2L 1Y1   CANADA     Phone 403.245.0333   Fax 403.228.2500   info@smarttech.com www.smarttech.com

Warren Barkley

8022 NE 145th Pl

Kenmore, WA, 98028

USA

Dear Warren,

Please accept this Supplemental Letter as confirmation of the Register Retirement Savings Plan (RRSP), international relocation, short term incentive plan (STIP), long term incentive plan (LTIP) and other components of our arrangement.

Registered Retirement Savings Plan (RRSP)

You are eligible to participate in SMART’s Canadian Group RRSP in accordance with the terms and conditions of such plan. The current limit on combined employee and employer RRSP contributions is approximately $23,000 per annum. Up to 3.5 percent of your annual base salary is matched by SMART. You are required to contribute to the plan to be eligible to receive SMART’s contribution.

International Relocation

You are eligible to receive reimbursement for relocation costs in accordance with the company’s “Relocation Terms and Conditions”, a copy of which is attached. All relocation costs submitted for reimbursement or incurred directly by the company shall be reasonable. You may submit relocation expenses for your spouse or for dependent family members who follow you within eighteen (18) months. During the first eighteen (18) months of employment, you may take one (1) week of paid time off in addition to the time normally provided in the Paid Time Off policy and Relocation Terms and Conditions. If any covered relocation costs are determined to be a taxable benefit for you, the company will gross up the reimbursement so that you are not out-of-pocket on an after-tax basis.

Short Term Incentive

You will be eligible to participate in SMART’s annual STIP with a target bonus of 100% in accordance with the terms and conditions of the Discretionary Bonus Plan (DBP), a copy of which is attached. For the fiscal year ending March 31, 2013, your target bonus will be guaranteed, pro-rated to your start date and such amount shall be paid within 30 days of your start date. If you leave SMART’s employ due to voluntary resignation or termination with cause before completion of one (1) year service, you will be required to repay 50 percent of the net amount received.

Long Term Incentive

Stock Options:

• initial award of 50,000 options, vesting in three instalments of 33 1/3% (16,667, 16,667 and 16,666 respectively) on each of the three anniversary dates of the award

• subsequent awards of 50,000 options following each of the first and second anniversary, each award vesting over three years

• Initial and subsequent stock option awards set out herein will be made in accordance with the provisions of the Amended and Restated Equity Incentive Plan and regulatory requirements and as soon as practical after you have commenced employment, or after the respective anniversaries, as appropriate

• eligibility for evergreen option awards commencing with the third anniversary of the commencement of employment

Restricted Share Units (RSUs):

• initial award of 50,000 RSUs, vesting in three instalments of 33 1/3% (16,667, 16,667, and 16,666 respectively) on each of the three anniversary dates of the award

• subsequent awards of 50,000 RSUs following each of the first and second anniversary dates, each award vesting over three years

• Initial and subsequent RSU awards set out herein will be made in accordance with the provisions of the Amended and Restated Equity Incentive Plan and regulatory requirements and as soon as practical after you have commenced employment, or after the respective anniversaries, as appropriate

• eligibility for evergreen RSU awards commencing with the third anniversary of the commencement of employment

Performance Restricted Share Units (PSUs):

• initial grant of 250,000 PSUs, vesting on attainment of performance targets measured after 3 years, i.e. end of FY16

• over-performance award of an additional 250,000 PSUs, vesting on attainment of over-performance targets over 3 years, i.e. end of FY16

• It is intended by the parties that the foregoing PSU performance targets for the initial and over-performance awards be set by mutual agreement following board approval of the FY14 business plan

• Notwithstanding section 3.5 of the Executive Employment Agreement, the acceleration of these initial PSU and over-performance PSU awards shall only be effective upon the occurrence of both a Change of Control and within one (1) year of the Change of Control an event or events that constitute Good Reason (Change of Control and Good Reason are defined within the Executive Employment Agreement).

• Initial and over-performance PSU awards set out herein will be made in accordance with the provisions of the Amended and Restated Equity Incentive Plan and regulatory requirements and awarded no later than is practical following approval of the FY14 business plan

LTIP treatment in a change of control situation to be in line with existing company policy as outlined in your Executive Employment Agreement, except as provided above with respect to section 3.5(b) of the Executive Employment Agreement. Future evergreen LTIP awards and quantums are to be made at the sole discretion of the Compensation Committee of the Board of Directors.

Implementation

Given the complexities associated with an international executive relocation and the time required to obtain definitive advice on various matters, the parties agree to obtain coordinated accounting, tax, immigration and other advice, and to take this advice into consideration in good faith in determining whether and how to make technical amendments to the implementation of the arrangements contemplated herein.

If you have any further questions or concerns, please feel free to contact me. We look forward to having you join SMART and work with us to build the company.

Yours truly,

SMART Technologies Inc.

Drew Fitch

Vice President, Finance and Chief Financial Officer

I accept employment with SMART Technologies Inc. on the terms and conditions as outlined in the Executive Employment Agreement and this supplemental letter.

Signed this 12th day of October, 2013		/s/ Warren Barkley
		Warren Barkley
Witnessed
	Print Name	Signature

Cc: People Services

EX-4.15

Exhibit 4.15

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 4 day of October, 2012.

BETWEEN:

SMART TECHNOLOGIES INC., a body corporate, with its office in the Province of Alberta (the “Corporation”)

OF THE FIRST PART

AND

Neil Gaydon, of the United Kingdom (the “Executive”)

OF THE SECOND PART

WHEREAS the parties wish to outline and confirm the terms and conditions of their employment relationship in this Executive Employment Agreement (this “Agreement”);

NOW THEREFORE in consideration of the payment of the sum of ONE ($1.00) DOLLAR by each party to the other, the mutual covenants and agreements hereinafter contained and other good and valuable consideration (the receipt and sufficiency which is hereby acknowledged) the parties have agreed and this Agreement witnesses as follows:

ARTICLE 1

TERM OF EMPLOYMENT

1.1 The Corporation agrees to continue to employ the Executive in the capacity of President & Chief Executive Officer (CEO), based in Calgary, Alberta, and reporting to the Board of Directors, and the Executive agrees to continue to perform the duties required of the Executive in accordance with this Agreement.

1.2 This Agreement shall be effective as of October 22, 2012 the (“Effective Date”) and the Executive’s employment and this Agreement shall continue indefinitely thereafter until terminated in accordance with this Agreement.

ARTICLE 2

DUTIES

2.1 The Executive shall continue to serve the Corporation in the capacity of President & CEO and shall continue to perform the duties, initially as outlined in Schedule “A” and as determined from time to time by the Board of Directors of the Corporation, to the best of the Executive’s ability and hereby covenants to continue to use the Executive’s best efforts to promote the interests of the Corporation.

2.2 The Executive shall also continue to serve as CEO of the Corporation’s wholly owned subsidiary SMART Technologies ULC (“SMART ULC”), and shall hold such other titles and positions with other subsidiaries and affiliates of the Corporation as may be reasonably requested by the Board of Directors of the Corporation from time to time.

2.3 The Executive agrees to devote the Executive’s full time and attention to the business and affairs of the Corporation, SMART ULC, and their affiliates and subsidiaries (the “SMART Group”) and shall not, without the consent of the Board of Directors of the Corporation, undertake during the course of the Executive’s employment any other business or occupation or become a director, officer, consultant, advisor, employee, or agent of another company, firm or proprietorship.

ARTICLE 3

REMUNERATION, BENEFITS AND OTHER

3.1 The Executive shall receive an annual salary (“Annual Salary”) of CDN $775,000 less statutory deductions payable in equal instalments in arrears on a bi-weekly basis. The Annual Salary of the Executive will be reviewed on an annual basis, and may, in the absolute discretion of the Compensation Committee of the Board of Directors of the Corporation, be increased from time to time.

3.2 In addition to the Annual Salary provided for in Article 3.1, the Executive may also receive an annual bonus, the payment of terms and potential amount of up to 100% of salary are described in the Discretionary Bonus Plan and as approved by the Compensation Committee of the Board of Directors.

3.3 In addition to the Annual Salary provided for in Article 3.1, the Executive shall be entitled to receive the following perquisites and benefits as further described in the Corporation’s benefit material and Corporate policy documents (as amended from time to time):

(a) participation in the group benefit plan adopted by the Corporation for all employees, and as amended from time to time;

(b) participation in the Corporation’s Group RRSP in accordance with the terms and conditions of such plan;

(c) paid vacation of three (3) weeks per year and not less than one (1) contiguous week per year of additional time off in accordance with the Corporation’s Paid Time Off policy, as amended from time to time, and in taking such time off the Executive shall have regard to the business of the Corporation;

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(d) eligibility to participate in an amended and restated equity incentive plan on the terms and conditions approved by the Corporation’s Board of Directors, as may be further amended from time to time (the “Amended and Restated Equity Incentive Plan”); and

(e) participation in such other plans as may be adopted by the Corporation for either all employees or executive management personnel and as amended from time to time.

3.4 The Executive shall be reimbursed for all reasonable out-of-pocket expenses actually and properly incurred by the Executive in connection with the Executive’s duties hereunder. For all such expenses the Executive shall furnish to the Corporation statements and vouchers as and when required by it.

3.5 Upon the occurrence of a Change of Control (as defined in Schedule “B”), and in the event that the Executive has been granted Restricted Share Units and/or Performance Share Units (as each is respectively defined in the Amended and Restated Equity Incentive Plan):

(a) all Restricted Share Units that would otherwise vest within the one (1) year period following the effective date of the Change of Control shall accelerate and vest as of the effective date of the Change of Control and be paid by the Corporation in accordance with the Amended and Restated Equity Incentive Plan and the related restricted share unit agreement; and

(b) all Performance Share Units outstanding as at the effective date of the Change of Control shall accelerate and vest as of the effective date of the Change of Control and shall be redeemed and paid pursuant to the terms of the Amended and Restated Equity Incentive Plan and the relevant performance share unit agreements and the calculation of the Total Shareholder Return or other performance measures (as defined in the relevant performance share unit agreements) shall be determined after giving effect to the transaction that constituted the Change of Control.

ARTICLE 4

TERMINATION OF THIS AGREEMENT

4.1 The Corporation may terminate the Executive’s employment and this Agreement for just cause at any time without notice and without any payment to the Executive whatsoever, save and except only for payment of the pro rata Annual Salary earned for services rendered up to and including the last day actually worked by the Executive, and any accrued and unused vacation pay. If the Executive’s employment and this Agreement is terminated for just cause the Executive shall not be entitled to any bonus or pro rata bonus payment.

4.2 The Executive can resign from the Executive’s employment and terminate this Agreement by providing the Corporation with two (2) months’ written notice of the resignation date. If the Executive so resigns, the Executive is not entitled to any severance compensation nor is the Executive entitled to any bonus or pro rata bonus payment.

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4.3 The employment of the Executive and the Corporation’s obligation to compensate the Executive with respect to employment will terminate:

(a) upon mutual written agreement of the parties; or

(b) upon the death of the Executive.

4.4 The Corporation may immediately terminate this Agreement and the Executive’s employment, for any reason other than the reasons in Articles 4.1, 4.2 and 4.3, and the Corporation shall pay the Executive, subject to the condition in Article 4.8, within five (5) business days of the Executive’s last day actively at work (the “Termination Date”) for the Corporation, the following:

(a) the pro rata Annual Salary earned, but not yet paid, up to the Termination Date;

(b) all vacation accrued and unused as of the Termination Date to be calculated in accordance with the Corporation’s policies and procedures;

(c) a retiring allowance calculated on the following basis (the “Retiring Allowance”):

(i) two (2) times the Executive’s then Annual Salary, less required withholdings should the Executive’s employment be terminated in the first year. One and one half (1.5) times the Executive’s then Annual Salary, less required withholdings, should the Executive’s employment be terminated after the first year; plus

(ii) two (2) times the FY13 guaranteed Discretionary Bonus Plan bonus payment should the Executive’s employment be terminated in the first year. One and one half (1.5) times the average of all Discretionary Bonus Plan bonus payments to the Executive by the Corporation in the three (3) fiscal years prior to the Termination Date, less required withholdings should the Executive’s employment be terminated after the first year; plus

(iii) in consideration of the termination of all benefits and perquisites effective the Termination Date as contemplated in Article 4.7 hereof, an additional amount equal to seven percent (7%) of the Executive’s then Annual Salary; and

(d) a payment equal to the average of all Discretionary Bonus Plan bonus payments paid to the Executive by the Corporation in the three (3) fiscal years prior to the Termination Date, prorated to reflect the period of time that the Executive was employed with the Corporation in the fiscal year in which the Termination Date occurred.

(e) In calculating the three (3) year averages referenced in Articles 4.4(c)(ii) and 4.4(d), the bonus amounts actually earned shall be used for each of the years for which they are available, if any, and seventy-five (75) percent of the target bonus amounts shall be used for each of the remaining years, if any.

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4.5 Upon the occurrence of a Change of Control (as defined in Schedule “B”) and within one (1) year of the Change of Control an event or events that constitute Good Reason (as defined in Schedule “B”), the Executive shall have the right, for a period of ninety (90) days following the event or events that constitute Good Reason, to elect to terminate this Agreement and employment with the Corporation upon providing the Corporation with one (1) week advance notice. If the Executive so elects to terminate this Agreement and employment with the Corporation, the Corporation shall, subject to the conditions in Article 4.8, pay the Executive within five (5) business days of the Termination Date the payment and Retiring Allowance provided for in Article 4.4, and in addition, any Awards (as defined in the Corporation’s Amended and Restated Equity Incentive Plan) not accelerated and vested pursuant to the provisions of Article 3.5 shall continue to vest and be exercisable or issued in accordance with the terms of the Amended and Restated Equity Incentive Plan during the two (2) years following the Termination Date as if the Executive’s employment had continued with the Corporation during such time.

4.6 The parties agree that because there can be no exact measure of the damages that the Executive would incur as a result of the termination of this Agreement and employment, the retiring allowance payment contemplated in Articles 4.4 and 4.5, would be deemed to constitute a genuine pre-estimate of the loss that the Executive would suffer upon the termination of employment and the parties agree that this constitutes liquidated damages and not a penalty, and the Corporation agrees that the Executive will not be required to mitigate the Executive’s damages.

4.7 The Executive understands and agrees that all benefits of employment, including long-term disability coverage, will cease as of the Termination Date, and the Corporation has no liability for any damages caused by the cessation of such benefits regardless of the reason for termination or resignation. The Corporation has no obligation to extend benefit coverage past the Termination Date.

4.8 The Executive agrees that, in exchange for the payments contemplated in Articles 4.4 and 4.5, and the continued vesting under the Amended and Restated Equity Incentive Plan contemplated in Article 4.5, as the case may be, that the Executive shall sign a full and final release in favor of the SMART Group, in a form satisfactory to the Corporation, acting reasonably, and provided such release shall not apply to any obligations of the Corporation to the Executive under indemnity agreement or directors’ and officers’ liability insurance contracts providing coverage for claims made against directors and officers acting in their capacity as directors and officers of the Corporation.

4.9 Notwithstanding the cessation of the Executive’s employment and the termination of this Agreement, or the manner of termination, the provisions of Articles 5, 6, 7 and 8 of this Agreement shall survive such termination.

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ARTICLE 5

PERSONAL COVENANTS AND POST-TERMINATION OBLIGATIONS

5.1 The Executive has carefully read and considered the provisions of this Article 5 and, having done so, agrees that the restrictions set forth in this Article are fair and reasonable, and are reasonably required for the protection of the interests of the Corporation. The Executive recognizes and agrees that as an employee and executive of the Corporation, the Executive will become knowledgeable, aware and possessed of confidential information. The Executive acknowledges and agrees that the Corporation is the sole and exclusive owner and proprietor of all such confidential information, and that the Executive owes a fiduciary duty to the Corporation that includes, without limitation, a duty to ensure that confidential information is and remains at all times confidential.

5.2 Non-Competition

(a) The Executive further acknowledges that in the course of employment the Executive will be assigned duties that will give the Executive knowledge of confidential and proprietary information which relates to the conduct and details of SMART Group’s business including SMART Group’s customers and marketing programs and which may result in irreparable injury to the Corporation if the Executive could enter into the employment of a business which is the same as or similar to and which is competitive to the Business (as Business is hereinafter defined). The Executive agrees with, and for the benefit of, the Corporation that the Executive shall not without the prior written approval of the Board of Directors of the Corporation during the term of the Executive’s employment with the Corporation or at any time within the period of one (1) year following the date of cessation of the Executive’s employment with the Corporation, however caused, either as an individual or as a partner or joint venturer or otherwise in conjunction with any person or persons, firm, association, syndicate, company or corporation, as principal, agent, consultant, director, officer, employee, investor or in any other manner whatsoever, directly or indirectly, carry on, be engaged in, be interested in, or be concerned with, or permit the Executive’s name or any part thereof to be used or employed by any such person or persons, firm, association, syndicate, company or corporation, carrying on, engaged in, interested in or concerned with, a business which is the same as or similar to the business conducted by SMART Group as at the date of cessation of the Executive’s employment (the “Business”) within Canada and the United States or anywhere in the world where the SMART Group undertakes business.

(b) The Executive has the right to request the Corporation in advance for its agreement that a proposed business or position is not prohibited within the terms of this Agreement. If the Executive receives written acknowledgment by the Corporation that the Corporation does not object to the Executive’s participation in any proposed business or position, then the Executive shall be allowed to so participate.

(c) This Article shall not prevent the Executive from purchasing as a passive investor up to two (2%) percent of the outstanding publicly traded shares or other securities of any class of an issuer listed on a recognized stock exchange.

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5.3 Non-Disclosure

The Executive understands that the Corporation desires to keep its contractual relationship with SMART Group’s customers confidential. The Executive agrees not to disclose any customer relationships unless authorized in writing by the Corporation or required by law other than pursuant to an agreement made by the Executive.

5.4 Confidential Information

The Executive will have access to SMART Group’s confidential information including, without limitation, information and data of or relating to its customers. Such information and data is understood to include all information and data relating to SMART Group’s or the customer’s technology, know-how, products and technical and business data, and marketing strategies. The Executive agrees to accept and retain such information and data in confidence and, at all times during or after the termination of employment, not to disclose or reveal such information and data to others and to refrain from using such information and data for purposes other than those authorized by the Corporation. At the request of the Corporation, and upon cessation of employment, the Executive will promptly turn over to the Corporation all written or descriptive matter containing confidential or proprietary information or data.

5.5 Patent-Copyright-Trademark

(a) The Executive agrees to make prompt and complete disclosure to the Corporation of any (i) invention, discovery, or improvement (“Invention”), whether patentable or not and (ii) copyrightable material, which relate to the Business of SMART Group and which is made, conceived, or authored by the Executive, alone or with others, during the term of employment and, with respect to an Invention, for one (1) year following the cessation of employment.

(b) The Executive agrees to and does hereby assign to the Corporation all of the Executive’s right, title and interest in any Invention(s) and copyrightable material. At the request and expense of the Corporation, the Executive will render whatever assistance may be necessary for the Corporation to secure a patent or copyright for such Invention(s) or material.

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5.6 Non-Solicitation

The Executive agrees that as a result of the Executive’s position with the Corporation, that the Executive has confidential information with respect to other employees, consultants and customers of SMART Group. The Executive agrees for a period of two (2) years after cessation of the Executive’s employment with the Corporation, regardless of the reason for cessation, the Executive shall not, directly or indirectly:

(a) solicit, induce, encourage or facilitate employees or consultants of SMART Group to leave the employment of, or consulting relationship with SMART Group; and

(b) solicit, induce, encourage or facilitate any customer the Executive knows to be a customer of SMART Group to alter, modify, vary, diminish, or cease such customer’s relationship with SMART Group, including without limitation, in favor or for the benefit of the Executive.

5.7 Property

All reports, computer programs, manuals, listings (including customer listings) and any other documentation or data furnished to or prepared by the Executive in connection with the Executive’s employment shall be the property of the Corporation.

5.8 Assistance in Litigation

The Executive shall, after termination of this Agreement for any reason whatsoever, upon reasonable notice and upon payment of reasonable expenses and reasonable compensation by the Corporation (but in no event shall such payment be at a rate less than what is specified in the indemnity agreement between the Corporation and the Executive in effect from time to time), furnish such information and proper assistance to the Corporation as may be reasonably required by the Corporation in connection with any litigation in which it is or may become a party other than litigation by the Corporation against the Executive.

5.9 The Executive acknowledges and agrees that the provisions of this Article 5 do not limit the fiduciary obligations that the Executive owes to the Corporation, both during and after the cessation of the Executive’s employment and the termination of this Agreement.

ARTICLE 6

PERSONAL DATA AND PRIVACY

6.1 The Executive acknowledges and agrees that the Corporation has the right to collect, use and disclose the Executive’s personal information for purposes relating to the Executive’s employment with the Corporation, including:

(a) ensuring that the Executive is paid for the services performed for the Corporation;

(b) administering any benefits to which the Executive is or may become entitled to, including medical, dental, disability and life insurance benefits. This shall include the disclosure of the Executive’s personal information to any insurance company and/or broker or to any entity that manages or administers the Corporation’s benefits on behalf of the Corporation;

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(c) compliance with any withholding requirements relating to the Executive’s employment;

(d) conducting any compensation and benefit review;

(e) enforcing the Corporation’s policies including those relating to the proper use of the electronic communications network and to comply with applicable laws; and

(f) in the event of a potential sale or transfer of all or part of the shares or assets of the Corporation or, disclosing to any potential acquiring organization the Executive’s personal information for the purpose of determining the value of the Corporation and to evaluate the Executive’s position in the Corporation. If the Executive’s personal information is disclosed to any potential acquiring organization, the Corporation will require the potential acquiring organization to agree to protect the privacy of the Executive’s personal information in a manner that is consistent with any policy of the Corporation dealing with privacy that may be in effect from time to time and/or any applicable law that may be in effect from time to time.

ARTICLE 7

NOTICE

7.1 Any notice required to be given hereunder shall be in writing and sufficiently made if delivered personally or mailed by prepaid registered mail to the parties at their respective addresses herein.

(a) The Executive:

c/o SMART Technologies Inc.

3636 Research Road N.W.

Calgary, Alberta T2L 1Y1

(b) The Corporation:

SMART TECHNOLOGIES INC.

3636 Research Road N.W.

Calgary, Alberta T2L 1Y1

Attention: Vice President, People Services

Any such notice shall be deemed to have been given on the date it is delivered if personally delivered or, if mailed, on the third business day following the mailing thereof. Either party may change its address for service by giving written notice hereunder.

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ARTICLE 8

GENERAL PROVISIONS

8.1 Prior Employment Agreements

This Agreement supersedes and replaces any prior written or unwritten employment agreements between the Executive and the Corporation, including the Former Agreement, with the exception of the Supplemental Letter (as defined in Schedule “B”) and that the Executive acknowledges that the Executive continues to be bound by all earlier confidentiality, conflict of interest, fiduciary and intellectual property restrictions and obligations owed to the Corporation.

8.2 Waiver

Any waiver by a party of any breach of any provision of this Agreement by the other party shall not be binding unless in writing, and shall not operate or be construed as a waiver of any other or subsequent breach by the Executive.

8.3 Headings

The headings used in this Agreement are for convenience only and are not to be construed in any way as additions to or limitations of the covenants and agreements contained in it.

8.4 Enurement

The provisions of this Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective heirs, executors, administrators, other legal personal representatives, successors and permitted assigns.

8.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Alberta.

8.7 Jurisdiction and Arbitration

The parties agree that any dispute or claim brought by the Corporation to enforce the covenants in Article 5 of this Agreement shall be brought before the courts of the Province of Alberta and the parties irrevocably attorn to the jurisdiction of the courts of the Province of Alberta in relation to such disputes or claims. The parties agree that any other dispute regarding the interpretation of this Agreement, including termination of this Agreement, and any damages for breach of this Agreement, will be resolved before a single Arbitrator pursuant to the Arbitration Act (Alberta). The decision of the Arbitration will be final and binding on the parties. The arbitration will take place in Calgary, Alberta. In addition to the costs of the arbitration, the Arbitrator will award reasonable solicitor and own client costs and disbursements to the prevailing party in the arbitration.

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8.8 Time of the Essence

Time shall be of the essence of this Agreement.

8.9 Enforceability and Severability

If any paragraph, subparagraph or provision of this Agreement is determined to be unenforceable by a Court of competent jurisdiction then such provision shall be severable from the remainder of this Agreement and the remainder of this Agreement shall be unaffected thereby and shall remain in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed these presents as of the day and year first above written, and effective as of the Effective Date.

	SMART TECHNOLOGIES INC.
	Per:	/s/ David Martin
		David Martin Chairman of the Board
	/s/ Neil Gaydon
Witness	EXECUTIVE

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SCHEDULE “A”

The Executive’s duties and responsibilities shall include:

• Manage all strategic and day-to-day operational aspects of the company with an emphasis on productivity and bottom-line results, coupled with teamwork and communication at all levels.

• Work with Board of Directors and executive team to refine the strategy, with input from an on-going McKinsey study, and execute the near- and long-term action plan for the company to drive revenue growth, reduce costs, and improve current margins despite competitive pressure in the education market and enterprise markets.

• In conjunction with the Board of Directors and the management team the new leader will be required to craft the optimum approach to build on the already established and fast growing enterprise business which generated in excess of $100 million in the last 12 months.

• Determine the optimum strategy for the education business in North America and take advantage of the growth opportunities that exists for that business across the international markets of EMEA and APAC.

• Work closely with the management team, and Board of Directors, on critical matters and business issues such as mergers and acquisitions, new product development, and international expansion and the exploitation of opportunities.

• Continue to create a leading-edge product organization and decide on appropriate integration/migration of all product lines. Ensure that business stays on the leading edge of technology innovation.

• Establish an effective process to facilitate product strategy decisions. Through this process, ensure that “green-lighted” products are fully operational and those that are not are fully terminated, thus making effective use of development resources.

• Ensure that the company has best in class supply chain from concept to delivery including high quality of manufacturing, distribution and service.

• Provide necessary customer interaction to preserve and maximize the installed customer base by communicating credibly with SMART customers and maximizing positions in existing markets.

• Drive organizational capability by enhancing a highly committed and capable management team, coaching and mentoring incumbents and/or bringing in additional talent as needed. Provide employees with the authority, accountability, training, information and resources to achieve their full potential and successfully drive SMART’s performance.

• Be a highly accessible and visible leader to the existing organization, thereby sustaining SMART’s entrepreneurial culture while instilling processes, infrastructure and procedures necessary for SMART to scale.

• Foster an environment which stimulates open communication, creativity, imagination and engenders a team spirit in solving problems and identifying and capturing new business opportunities.

SCHEDULE “B”

DEFINITIONS

For the purposes of this Agreement the following terms mean the following:

(a) “Affiliate” means affiliates and associates as those terms are defined in the Business Corporations Act (Alberta), as amended from time to time;

(b) “Change of Control” shall mean the occurrence of any of the following events:

(i) a person, or group of persons, acting jointly and in concert, becomes the beneficial owner of securities of the Corporation constituting 50% or more of the voting power of all outstanding voting securities of the Corporation,

(ii) individuals who were proposed as nominees (but not including nominees under a shareholder proposal) to become directors of the Corporation immediately prior to a meeting of the shareholders of the Corporation involving a contest for, or an item of business relating to, the election of directors of the Corporation, not constituting a majority of the directors of the Corporation following such election;

(iii) a merger, consolidation, amalgamation or arrangement of the Corporation (or a similar transaction) occurs, unless after the event, 50% or more of the voting power of the combined corporation is beneficially owned by the same person or group of persons as immediately before the event; or

(iv) the Corporation’s shareholders approve a plan of complete liquidation or winding-up of the Corporation, or the sale or disposition of all or substantially all the Corporation’s assets (other than a transfer to an Affiliate of the Corporation);

provided that the following shall not constitute a Change of Control:

(A) any person, or group of persons, acting jointly or in concert, becoming the beneficial owner of the threshold of securities specified in (b) as a result of the acquisition of securities by the Corporation or an Affiliate or a subsidiary which, by reducing the number of securities outstanding, increases the proportional number of securities beneficially held by that person or group of persons;

(B) any acquisition of securities directly from the Corporation in connection with a bona fide financing or series of financings by the Corporation;

(C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Corporation and/or its Affiliates; or

(D) beneficial ownership by the Corporation or its Affiliates or any increased ownership by any of them; and

(c) “Good Reason” shall mean: (i) any adverse change, by the Corporation and without the agreement of the Executive following a Change of Control, in any of the duties, powers, rights, discretions, salary, bonus, benefits, existing Awards (as defined in the Corporation’s Amended and Restated Equity Incentive Plan), title or lines of reporting, such that immediately after such change or series of changes, the responsibilities and status of the Executive, taken as a whole, are not at least substantially equivalent to those assigned to the Executive immediately prior to such change or series of changes; (ii) the requirement that the Executive be based anywhere other than the Corporation’s Calgary executive office on a normal and regular basis; or (iii) any reason which would be constructive dismissal by a court of competent jurisdiction.

(d) “Supplemental Letter” shall mean the supplemental letter agreement made between the Corporation and the Executive dated October 4, 2012.

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EX-4.16

Exhibit 4.16

October 4, 2012   SMART Technologies
  3636 Research Road NW   Calgary, AB T2L 1Y1   CANADA     Phone 403.245.0333   Fax 403.228.2500   info@smarttech.com www.smarttech.com

Mr. Neil Gaydon

United Kingdom

Dear Neil,

Please accept this Supplemental Letter agreement as confirmation of the Registered Retirement Savings Plan (RRSP), signing bonus, international relocation, short term incentive plan (STIP), long term incentive plan (LTIP) and other components of our arrangements.

Registered Retirement Savings Plan

You are eligible to participate in SMART’s Canadian Group RRSP in accordance with the terms and conditions of such plan. The current limit on combined employee and employer RRSP contributions is approximately $23,000 per annum. Up to 3.5 percent of your annual base salary is matched by SMART. You are required to contribute to the plan to be eligible to receive SMART’s contribution. It is contemplated by the parties that retirement plan arrangements could be amended during initial implementation to ensure that they would retain their efficiency in the possible scenario of an eventual return to UK residency, provided that the amended arrangements do not result in significantly increased costs or complexity for SMART.

Signing Bonus

You are eligible to receive a signing bonus of CDN $100,000 within 30 days of your start date. If you leave SMART’s employ due to voluntary resignation or termination with cause before completion of one (1) year service, you will be required to repay 50 percent of the net amount received.

International Relocation

You are eligible to receive reimbursement for relocation costs in accordance with the company’s “Relocation Terms And Conditions”, a copy of which is attached. All relocation costs submitted for reimbursement or incurred directly by the company shall be reasonable. You may submit relocation expenses for your spouse or for dependent family members who follow you within eighteen (18) months. During the first eighteen (18) months of employment, you may take one (1) week of paid time off in addition to the time normally provided in the Paid Time Off policy and Relocation Terms and Conditions. If any covered relocation costs are determined to be a taxable benefit to you, the company will gross up the reimbursement so that you are not out-of-pocket on an after-tax basis.

Short Term Incentive

You will be eligible to participate in SMART’s annual STIP with a target bonus of 100% in accordance with the terms and conditions of the Discretionary Bonus Plan (DBP), a copy of which is attached. For the fiscal year ending March 31, 2013, your target bonus will be guaranteed, pro-rated to your start date.

Long Term Incentive

Stock Options:

• initial award of 200,000 options, vesting in three instalments of 33 1/3% (66,667, 66,667, and 66,666 respectively) on each of the three anniversary dates of the award

• subsequent awards of 75,000 options following each of the first and second anniversary, each award vesting over three years

• Initial and subsequent stock option awards set out herein will be made in accordance with the provisions of the Amended and Restated Equity Incentive Plan and regulatory requirements and as soon as practical after you have commenced employment, or after the respective anniversaries, as appropriate.

• eligibility for evergreen option awards commencing with the third anniversary of the commencement of employment.

Restricted Share Units (RSUs):

• initial award of 200,000 RSUs, vesting in three instalments of 33 1/3% (66,667, 66,667, and 66,666 respectively) on each of the three anniversary dates of the award

• subsequent awards of 75,000 RSUs following each of the first and second anniversary, each award vesting over three years

• Initial and subsequent RSU awards set out herein will be made in accordance with the provisions of the Amended and Restated Equity Incentive Plan and regulatory requirements and as soon as practical after you have commenced employment, or after the respective anniversaries, as appropriate.

• eligibility for evergreen RSU awards commencing with the third anniversary of the commencement of employment.

Performance Restricted Share Units (PSUs):

• initial award of 600,000 PSUs, vesting on attainment of performance targets measured after 3 years, i.e. end of FY16

• over-performance award of an additional 600,000 PSUs, vesting on attainment of over-performance targets over 3 years, i.e. end of FY16

• It is intended by the parties that the foregoing PSU performance targets for the initial and over-performance awards be set by mutual agreement following board approval of the FY14 business plan

• Notwithstanding section 3.5(b) of the Executive Employment Agreement, the acceleration of these initial PSU and over-performance PSU awards shall only be effective upon the occurrence of both a Change of Control and within one (1) year of the Change of Control an event or events that constitute Good Reason (Change of Control and Good Reason are defined within the Executive Employment Agreement).

• Initial and over-performance PSU awards set out herein will be made in accordance with the provisions of the Amended and Restated Equity Incentive Plan and regulatory requirements and awarded no later than is practical following approval of the FY14 business plan.

LTIP treatment in a change of control situation to be in line with your Executive Employment Agreement, except as provided above with respect to section 3.5(b) of the Executive Employment Agreement. Future evergreen LTIP awards and quantums are to be made in the sole discretion of the Compensation Committee of the Board of Directors.

Board of Directors

You will be appointed to the Board of Directors of SMART Technologies Inc. within 90 days of the commencement of your employment.

Implementation:

Given the complexities associated with an international execution relocation and the time required to obtain definitive advice on various matters, the parties agree to obtain coordinated accounting, tax, immigration and other advice, and to take this advice into consideration in good faith in determining whether and how to make technical amendments to the implementation of the arrangements contemplated herein.

If you have any further questions or concerns, please feel free to contact me. We look forward to having you join SMART and work with us to build the company.

Yours truly,

SMART Technologies Inc.

David Martin

Chairman of the Board

I accept employment with SMART Technologies Inc. on the terms and conditions as outlined in the Executive Employment Agreement and this Supplemental Letter.

Signed this 4th day of October, 2013		/s/ Neil Gaydon
		Neil Gaydon
Witnessed
	Print Name	Signature

Cc: People Services

EX-4.17

Exhibit 4.17

FURTHER AMENDED & RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 1 day of January, 2013.

BETWEEN:

SMART TECHNOLOGIES INC., a body corporate, with its office in the Province of Alberta (the “Corporation”)

OF THE FIRST PART

AND

Jeff Losch, of the City of Calgary, in the Province of Alberta (the “Executive”)

OF THE SECOND PART

WHEREAS the Corporation and the Executive entered into an Amended and Restated Executive Employment Agreement dated as of June 1, 2010, (the “Former Agreement”);

AND WHEREAS the parties wish to outline and confirm the terms and conditions of their employment relationship in this Further Amended & Restated Executive Employment Agreement (this “Agreement”);

NOW THEREFORE in consideration of the payment of the sum of ONE ($1.00) DOLLAR by each party to the other, the mutual covenants and agreements hereinafter contained and other good and valuable consideration (the receipt and sufficiency which is hereby acknowledged) the parties have agreed and this Agreement witnesses as follows:

ARTICLE 1

TERM OF EMPLOYMENT

1.1 The Corporation agrees to continue to employ the Executive in the capacity of Vice President, Legal and General Counsel, based in Calgary, Alberta, and reporting to Chief Executive Officer (“CEO”), and the Executive agrees to continue to perform the duties required of the Executive in accordance with this Agreement.

1.2 This Agreement shall be effective as of January 1, 2013 the (“Effective Date”) and the Executive’s employment and this Agreement shall continue indefinitely thereafter until terminated in accordance with this Agreement.

ARTICLE 2

DUTIES

2.1 The Executive shall continue to serve the Corporation in the capacity of Vice President, Legal and General Counsel and shall continue to perform the duties, initially as outlined in Schedule “A” and as determined from time to time by the CEO and/or the Board of Directors of the Corporation, to the best of the Executive’s ability and hereby covenants to continue to use the Executive’s best efforts to promote the interests of the Corporation.

2.2 The Executive shall also continue to serve as Vice President, Legal and General Counsel of the Corporation’s wholly owned subsidiary SMART Technologies ULC (“SMART ULC”), and shall hold such other titles and positions with other subsidiaries and affiliates of the Corporation as may be reasonably requested by the Board of Directors of the Corporation from time to time.

2.3 The Executive agrees to devote the Executive’s full time and attention to the business and affairs of the Corporation, SMART ULC, and their affiliates and subsidiaries (the “SMART Group”) and shall not, without the consent of the CEO and/or the Board of Directors of the Corporation, undertake during the course of the Executive’s employment any other business or occupation or become a director, officer, consultant, advisor, employee, or agent of another company, firm or proprietorship.

ARTICLE 3

REMUNERATION, BENEFITS AND OTHER

3.1 The Executive shall receive an annual salary (“Annual Salary”) of CDN$280,000 less statutory deductions payable in equal instalments in arrears on a bi-weekly basis. The Annual Salary of the Executive will be reviewed on an annual basis, and may, in the absolute discretion of the Compensation Committee of the Board of Directors of the Corporation, be increased from time to time.

3.2 In addition to the Annual Salary provided for in Article 3.1, the Executive may also receive an annual bonus, the payment terms and potential amount of which are described in the Discretionary Bonus Plan and as proposed by the CEO to the Compensation Committee who may recommend that the Board of Directors approve such payment.

3.3 In addition to the Annual Salary provided for in Article 3.1, the Executive shall be entitled to receive the following perquisites and benefits as further described in the Corporation’s benefit material and Corporate policy documents (as amended from time to time):

(a) participation in the group benefit plan adopted by the Corporation for all employees, and as amended from time to time;

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(b) participation in the Corporation’s Group RRSP in accordance with the terms and conditions of such plan;

(c) paid vacation of three (3) weeks per year and additional time off in accordance with the Corporation’s Paid Time Off policy, as amended from time to time, and in taking such time off the Executive shall have regard to the business of the Corporation;

(d) eligibility to participate in a non-cash stock-based long-term incentive plan on the terms and conditions approved by the Corporation’s Board of Directors, as may be amended from time to time (the “PELP Program”); and

(e) eligibility to participate in an amended and restated equity incentive plan on the terms and conditions approved by the Corporation’s Board of Directors, as may be further amended from time to time (the “Amended and Restated Equity Incentive Plan”); and

(f) participation in such other plans as may be adopted by the Corporation for either all employees or executive management personnel and as amended from time to time.

3.4 The Executive shall be reimbursed for all reasonable out-of-pocket expenses actually and properly incurred by the Executive in connection with the Executive’s duties hereunder. For all such expenses the Executive shall furnish to the Corporation statements and vouchers as and when required by it.

3.5 Upon the occurrence of either a Change of Control or Going Private Transaction (as such terms are defined in Schedule “B”), and in the event that the Executive has been granted Restricted Share Units and/or Performance Share Units (as each is respectively defined in the Amended and Restated Equity Incentive Plan):

(a) all Restricted Share Units that would otherwise vest within the one (1) year period following the effective date of the Change of Control or Going Private Transaction shall accelerate and vest as of the effective date of the Change of Control or Going Private Transaction and be paid by the Corporation in accordance with the Amended and Restated Equity Incentive Plan and the related restricted share unit agreement;

(b) all Performance Share Units that have performance criteria comprised of the Corporation’s annualized Total Shareholder Return (as defined in the relevant performance share unit agreements) and that are outstanding as at the effective date of the Change of Control or Going Private Transaction shall accelerate and vest as of the effective date of the Change of Control or Going Private Transaction and shall be redeemed and paid pursuant to the terms of the Amended and Restated Equity Incentive Plan and the relevant performance share unit agreements and the calculation of the Total Shareholder Return shall be determined after giving effect to the transaction that constituted the Change of Control or Going Private Transaction; and

(c) all Performance Share Units that have performance criteria that is not comprised of the Corporation’s annualized Total Shareholder Return and that are outstanding as at the effective date of the Change of Control or Going Private Transaction shall not accelerate and vest as of the effective date of the Change of Control or Going Private Transaction except and unless the performance criteria associated with such Performance Share Unit award has been fulfilled, met, satisfied or otherwise achieved in full; and, only in such event, shall be redeemed and paid pursuant to the terms of the Amended and Restated Equity Incentive Plan.

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ARTICLE 4

TERMINATION OF THIS AGREEMENT

4.1 The Corporation may terminate the Executive’s employment and this Agreement for just cause at any time without notice and without any payment to the Executive whatsoever, save and except only for payment of the pro rata Annual Salary earned for services rendered up to and including the last day actually worked by the Executive, and any accrued and unused vacation pay. If the Executive’s employment and this Agreement is terminated for just cause the Executive shall not be entitled to any bonus or pro rata bonus payment.

4.2 The Executive can resign from the Executive’s employment and terminate this Agreement by providing the Corporation with two (2) months’ written notice of the resignation date. If the Executive so resigns, the Executive is not entitled to any severance compensation nor is the Executive entitled to any bonus or pro rata bonus payment.

4.3 The employment of the Executive and the Corporation’s obligation to compensate the Executive with respect to employment will terminate:

(a) upon mutual written agreement of the parties; or

(b) upon the death of the Executive.

4.4 The Corporation may immediately terminate this Agreement and the Executive’s employment, for any reason other than the reasons in Articles 4.1, 4.2 and 4.3, and the Corporation shall pay the Executive, subject to the condition in Article 4.8, within five (5) business days of the Executive’s last day actively at work (the “Termination Date”) for the Corporation, the following:

(a) the pro rata Annual Salary earned, but not yet paid, up to the Termination Date;

(b) all vacation accrued and unused as of the Termination Date to be calculated in accordance with the Corporation’s policies and procedures;

(c) a retiring allowance calculated on the following basis (the “Retiring Allowance”):

(i) one (1.0) times the Executive’s then Annual Salary, less required withholdings; plus

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(ii) one (1.0) times the average of all Discretionary Bonus Plan bonus payments to the Executive by the Corporation in the three (3) fiscal years prior to the Termination Date, less required withholdings; plus

(iii) in consideration of the termination of all benefits and perquisites effective the Termination Date as contemplated in Article 4.7 hereof, an additional amount equal to seven percent (7%) of the Executive’s then Annual Salary; and

(d) a payment equal to the average of all Discretionary Bonus Plan bonus payments paid to the Executive by the Corporation in the three (3) fiscal years prior to the Termination Date, prorated to reflect the period of time that the Executive was employed with the Corporation in the fiscal year in which the Termination Date occurred.

4.5 (a) If the Corporation terminates this Agreement and the Executive’s employment, for any reason other than the reasons in Articles 4.1, 4.2 and 4.3, within twelve (12) months following or within three (3) months preceding a Change of Control, the Corporation shall within five (5) business days of the Termination Date (if following a Change of Control) or within five (5) business days of the effective date of the Change of Control (if termination precedes a Change of Control), pay to the Executive, subject to the condition in Article 4.8, and in addition to the payments provided for above in Article 4.4 (and to the extent not already paid), any Awards (as defined in the Corporation’s Amended and Restated Equity Incentive Plan) not accelerated and vested pursuant to the provisions of Article 3.5 shall continue to vest and be exercisable or issued in accordance with the terms of the Amended and Restated Equity Incentive Plan during the one (1.0) year following the Termination Date as if the Executive’s employment had continued with the Corporation during such time.

(b) Upon the occurrence of a Change of Control (as defined in Schedule “B”) and within one (1) year of the Change of Control an event or events that constitute Good Reason (as defined in Schedule “B”), the Executive shall have the right, for a period of ninety (90) days following the event or events that constitute Good Reason, to elect to terminate this Agreement and employment with the Corporation upon providing the Corporation with one (1) week advance notice. If the Executive so elects to terminate this Agreement and employment with the Corporation, the Corporation shall, subject to the conditions in Article 4.8, pay the Executive within five (5) business days of the Termination Date the payment and retiring allowance provided for in Article 4.4, and in addition, any Awards (as defined in the Corporation’s Amended and Restated Equity Incentive Plan) not accelerated and vested pursuant to the provisions of Article 3.5 shall continue to vest and be exercisable in accordance with the terms of the Amended and Restated Equity Incentive Plan during the one (1.0) year following the Termination Date as if the Executive’s employment had continued with the Corporation during such time. For greater clarity, the acceleration contemplated herein shall not apply to any shares that are Restricted Shares (as such term is defined in the PELP Program) as of the date the Executive elects to terminate this Agreement and employment with the Corporation

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4.6 The parties agree that because there can be no exact measure of the damages that the Executive would incur as a result of the termination of this Agreement and employment, the retiring allowance payment contemplated in Articles 4.4 and 4.5, would be deemed to constitute a genuine pre estimate of the loss that the Executive would suffer upon the termination of employment and the parties agree that this constitutes liquidated damages and not a penalty, and the Corporation agrees that the Executive will not be required to mitigate the Executive’s damages.

4.7 The Executive understands and agrees that all benefits of employment, including long-term disability coverage, will cease as of the Termination Date, and the Corporation has no liability for any damages caused by the cessation of such benefits regardless of the reason for termination or resignation. The Corporation has no obligation to extend benefit coverage past the Termination Date.

4.8 The Executive agrees that, in exchange for the payments contemplated in Articles 4.4 and 4.5, and the continued vesting under the Amended and Restated Equity Incentive Plan contemplated in Article 4.5, as the case may be, that the Executive shall sign a full and final release in favor of the SMART Group, in a form satisfactory to the Corporation, acting reasonably, and provided such release shall not apply to any obligations of the Corporation to the Executive under indemnity agreement or directors’ and officers’ liability insurance contracts providing coverage for claims made against directors and officers acting in their capacity as directors and officers of the Corporation.

4.9 Notwithstanding the cessation of the Executive’s employment and the termination of this Agreement, or the manner of termination, the provisions of Articles 5, 6, 7 and 8 of this Agreement shall survive such termination.

ARTICLE 5

PERSONAL COVENANTS AND POST-TERMINATION OBLIGATIONS

5.1 The Executive has carefully read and considered the provisions of this Article 5 and, having done so, agrees that the restrictions set forth in this Article are fair and reasonable, and are reasonably required for the protection of the interests of the Corporation. The Executive recognizes and agrees that as an employee and executive of the Corporation, the Executive will become knowledgeable, aware and possessed of confidential information. The Executive acknowledges and agrees that the Corporation is the sole and exclusive owner and proprietor of all such confidential information, and that the Executive owes a fiduciary duty to the Corporation that includes, without limitation, a duty to ensure that confidential information is and remains at all times confidential.

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5.2 Non-Competition

(a) The Executive further acknowledges that in the course of employment the Executive will be assigned duties that will give the Executive knowledge of confidential and proprietary information which relates to the conduct and details of SMART Group’s business including SMART Group’s customers and marketing programs and which may result in irreparable injury to the Corporation if the Executive could enter into the employment of a business which is the same as or similar to and which is competitive to the Business (as Business is hereinafter defined). The Executive agrees with, and for the benefit of, the Corporation that the Executive shall not without the prior written approval of the Board of Directors of the Corporation during the term of the Executive’s employment with the Corporation or at any time within the period of one (1) year following the date of cessation of the Executive’s employment with the Corporation, however caused, either as an individual or as a partner or joint venturer or otherwise in conjunction with any person or persons, firm, association, syndicate, company or corporation, as principal, agent, consultant, director, officer, employee, investor or in any other manner whatsoever, directly or indirectly, carry on, be engaged in, be interested in, or be concerned with, or permit the Executive’s name or any part thereof to be used or employed by any such person or persons, firm, association, syndicate, company or corporation, carrying on, engaged in, interested in or concerned with, a business which is the same as or similar to the business conducted by SMART Group as at the date of cessation of the Executive’s employment (the “Business”) within Canada and the United States or anywhere in the world where the SMART Group undertakes business.

(b) The Executive has the right to request the Corporation in advance for its agreement that a proposed business or position is not prohibited within the terms of this Agreement. If the Executive receives written acknowledgment by the Corporation that the Corporation does not object to the Executive’s participation in any proposed business or position, then the Executive shall be allowed to so participate.

(c) This Article shall not prevent the Executive from purchasing as a passive investor up to two (2%) percent of the outstanding publicly traded shares or other securities of any class of an issuer listed on a recognized stock exchange.

5.3 Non-Disclosure

The Executive understands that the Corporation desires to keep its contractual relationship with SMART Group’s customers confidential. The Executive agrees not to disclose any customer relationships unless authorized in writing by the Corporation or required by law other than pursuant to an agreement made by the Executive.

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5.4 Confidential Information

The Executive will have access to SMART Group’s confidential information including, without limitation, information and data of or relating to its customers. Such information and data is understood to include all information and data relating to SMART Group’s or the customer’s technology, know-how, products and technical and business data, and marketing strategies. The Executive agrees to accept and retain such information and data in confidence and, at all times during or after the termination of employment, not to disclose or reveal such information and data to others and to refrain from using such information and data for purposes other than those authorized by the Corporation. At the request of the Corporation, and upon cessation of employment, the Executive will promptly turn over to the Corporation all written or descriptive matter containing confidential or proprietary information or data.

5.5 Patent-Copyright-Trademark

(a) The Executive agrees to make prompt and complete disclosure to the Corporation of any (i) invention, discovery, or improvement (“Invention”), whether patentable or not and (ii) copyrightable material, which relate to the Business of SMART Group and which is made, conceived, or authored by the Executive, alone or with others, during the term of employment and, with respect to an Invention, for one (1) year following the cessation of employment.

(b) The Executive agrees to and does hereby assign to the Corporation all of the Executive’s right, title and interest in any Invention(s) and copyrightable material. At the request and expense of the Corporation, the Executive will render whatever assistance may be necessary for the Corporation to secure a patent or copyright for such Invention(s) or material.

5.6 Non-Solicitation

The Executive agrees that as a result of the Executive’s position with the Corporation, that the Executive has confidential information with respect to other employees, consultants and customers of SMART Group. The Executive agrees for a period of two (2) years after cessation of the Executive’s employment with the Corporation, regardless of the reason for cessation, the Executive shall not, directly or indirectly:

(a) solicit, induce, encourage or facilitate employees or consultants of SMART Group to leave the employment of, or consulting relationship with SMART Group; and

(b) solicit, induce, encourage or facilitate any customer the Executive knows to be a customer of SMART Group to alter, modify, vary, diminish, or cease such customer’s relationship with SMART Group, including without limitation, in favor or for the benefit of the Executive.

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5.7 Property

All reports, computer programs, manuals, listings (including customer listings) and any other documentation or data furnished to or prepared by the Executive in connection with the Executive’s employment shall be the property of the Corporation.

5.8 Assistance in Litigation

The Executive shall, after termination of this Agreement for any reason whatsoever, upon reasonable notice and upon payment of reasonable expenses and reasonable compensation by the Corporation (but in no event shall such payment be at a rate less than what is specified in the indemnity agreement between the Corporation and the Executive in effect from time to time) , furnish such information and proper assistance to the Corporation as may be reasonably required by the Corporation in connection with any litigation in which it is or may become a party other than litigation by the Corporation against the Executive.

5.9 The Executive acknowledges and agrees that the provisions of this Article 5 do not limit the fiduciary obligations that the Executive owes to the Corporation, both during and after the cessation of the Executive’s employment and the termination of this Agreement.

ARTICLE 6

PERSONAL DATA AND PRIVACY

6.1 The Executive acknowledges and agrees that the Corporation has the right to collect, use and disclose the Executive’s personal information for purposes relating to the Executive’s employment with the Corporation, including:

(a) ensuring that the Executive is paid for the services performed for the Corporation;

(b) administering any benefits to which the Executive is or may become entitled to, including medical, dental, disability and life insurance benefits. This shall include the disclosure of the Executive’s personal information to any insurance company and/or broker or to any entity that manages or administers the Corporation’s benefits on behalf of the Corporation;

(c) compliance with any withholding requirements relating to the Executive’s employment;

(d) conducting any compensation and benefit review;

(e) enforcing the Corporation’s policies including those relating to the proper use of the electronic communications network and to comply with applicable laws; and

(f) in the event of a potential sale or transfer of all or part of the shares or assets of the Corporation or, disclosing to any potential acquiring organization the Executive’s personal information for the purpose of determining the value of the Corporation and to evaluate the Executive’s position in the Corporation. If the Executive’s personal information is disclosed to any potential acquiring organization, the Corporation will require the potential acquiring organization to agree to protect the privacy of the Executive’s personal information in a manner that is consistent with any policy of the Corporation dealing with privacy that may be in effect from time to time and/or any applicable law that may be in effect from time to time.

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ARTICLE 7

NOTICE

7.1 Any notice required to be given hereunder shall be in writing and sufficiently made if delivered personally or mailed by prepaid registered mail to the parties at their respective addresses herein.

(a) The Executive:

Jeff Losch

1425 Colborne Cres SW

Calgary, Alberta T2T 0R4

(b) The Corporation:

SMART TECHNOLOGIES INC.

3636 Research Road N.W.

Calgary, Alberta T2L 1Y1

Attention: Vice President, People Services

Any such notice shall be deemed to have been given on the date it is delivered if personally delivered or, if mailed, on the third business day following the mailing thereof. Either party may change its address for service by giving written notice hereunder.

ARTICLE 8

GENERAL PROVISIONS

8.1 Prior Employment Agreements

This Agreement supersedes and replaces any prior written or unwritten employment agreements between the Executive and the Corporation, including the Former Agreement, with the exception that the Executive acknowledges that the Executive continues to be bound by all earlier confidentiality, conflict of interest, fiduciary and intellectual property restrictions and obligations owed to the Corporation.

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8.2 Waiver

Any waiver by a party of any breach of any provision of this Agreement by the other party shall not be binding unless in writing, and shall not operate or be construed as a waiver of any other or subsequent breach by the Executive.

8.3 Headings

The headings used in this Agreement are for convenience only and are not to be construed in any way as additions to or limitations of the covenants and agreements contained in it.

8.4 Enurement

The provisions of this Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective heirs, executors, administrators, other legal personal representatives, successors and permitted assigns.

8.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Alberta.

8.6 Time of the Essence

Time shall be of the essence of this Agreement.

8.7 Enforceability and Severability

If any paragraph, subparagraph or provision of this Agreement is determined to be unenforceable by a Court of competent jurisdiction then such provision shall be severable from the remainder of this Agreement and the remainder of this Agreement shall be unaffected thereby and shall remain in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed these presents as of the day and year first above written, and effective as of the Effective Date.

SMART TECHNOLOGIES INC.
Per:	/s/ Neil Gaydon
	Neil Gaydon

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	/s/ Jeff Losch
Witness	EXECUTIVE

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SCHEDULE “A”

The Executive’s duties and responsibilities shall include:

Overall responsibility for all of the legal affairs of the Corporation which includes, but is not limited to the following:

• developing the capability and capacity of the legal function including the management, supervision and development of the administrative and professional staff, departmental activities and supporting processes

• provision of legal advice regarding service and supply contracts, health & safety compliance, employment (including policy and labour issues), work permits and visas, leasing, product liability, export compliance, anti-trust/competition compliance, marketing and sales programs terms and conditions, government contracts/bid reviews and reseller contract (distribution) issues

• coordinating through external counsel or consultants specialty advice on anti-trust/competition, litigation, structure/incorporation of foreign entities, foreign employment, M&A and tax

• development and administration of the annual budget the review and approval of legal invoices and expenses

• administration of the Corporation’s corporate structure and provision of advice and direction on corporate governance issues and participation in board of directors meetings as corporate secretary and maintenance of corporate records including the minute books of the various Corporation and affiliated entities

• other duties as assigned

SCHEDULE “B”

DEFINITIONS

For the purposes of this Agreement the following terms mean the following:

(a) “Affiliate” means affiliates and associates as those terms are defined in the Business Corporations Act (Alberta), as amended from time to time;

(b) “Change of Control” shall mean the occurrence of any of the following events:

(i) a person, or group of persons, acting jointly and in concert, becomes the beneficial owner of securities of the Corporation constituting 50% or more of the voting power of all outstanding voting securities of the Corporation,

(ii) individuals who were proposed as nominees (but not including nominees under a shareholder proposal) to become directors of the Corporation immediately prior to a meeting of the shareholders of the Corporation involving a contest for, or an item of business relating to, the election of directors of the Corporation, not constituting a majority of the directors of the Corporation following such election;

(iii) a merger, consolidation, amalgamation or arrangement of the Corporation (or a similar transaction) occurs, unless after the event, 50% or more of the voting power of the combined corporation is beneficially owned by the same person or group of persons as immediately before the event; or

(iv) the Corporation’s shareholders approve a plan of complete liquidation or winding-up of the Corporation, or the sale or disposition of all or substantially all the Corporation’s assets (other than a transfer to an Affiliate of the Corporation);

provided that the following shall not constitute a Change of Control:

(A) any person, or group of persons, acting jointly or in concert, becoming the beneficial owner of the threshold of securities specified in (a) as a result of the acquisition of securities by the Corporation or an Affiliate or a subsidiary which, by reducing the number of securities outstanding, increases the proportional number of securities beneficially held by that person or group of persons;

(B) any acquisition of securities directly from the Corporation in connection with a bona fide financing or series of financings by the Corporation;

(C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Corporation and/or its Affiliates; or

(D) beneficial ownership by the Corporation or its Affiliates or any increased ownership by any of them.

(c) “Going Private Transaction” shall mean a transaction or series of transactions which has the effect of transforming the Corporation into a private company (a company whose shares or securities are not listed and posted for trading on the TSX or other recognized stock exchange) and thereby eliminating the public shareholders; and

(d) “Good Reason” shall mean: (i) any adverse change, by the Corporation and without the agreement of the Executive following a Change of Control, in any of the duties, powers, rights, discretions, salary, bonus, benefits, existing Awards (as defined in the Corporation’s Amended and Restated Equity Incentive Plan), title or lines of reporting, such that immediately after such change or series of changes, the responsibilities and status of the Executive, taken as a whole, are not at least substantially equivalent to those assigned to the Executive immediately prior to such change or series of changes; (ii) the requirement that the Executive be based anywhere other than the Corporation’s Calgary executive office on a normal and regular basis; or (iii) any reason which would be constructive dismissal by a court of competent jurisdiction.

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EX-4.18

Exhibit 4.18

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 21 day of November, 2012.

BETWEEN:

SMART TECHNOLOGIES INC., a body corporate, with its office in the Province of Alberta (the “Corporation”)

OF THE FIRST PART

AND

Kelly Schmitt, of the City of Calgary, in the Province of Alberta (the “Executive”)

OF THE SECOND PART

WHEREAS the Corporation and the Executive entered into a Manager Employment Agreement dated as of January 24, 2008, (the “Former Agreement”);

AND WHEREAS the parties wish to outline and confirm the terms and conditions of their employment relationship in this Executive Employment Agreement (this “Agreement”);

NOW THEREFORE in consideration of the payment of the sum of ONE ($1.00) DOLLAR by each party to the other, the mutual covenants and agreements hereinafter contained and other good and valuable consideration (the receipt and sufficiency which is hereby acknowledged) the parties have agreed and this Agreement witnesses as follows:

ARTICLE 1

TERM OF EMPLOYMENT

1.1 The Corporation agrees to continue to employ the Executive in the capacity of Vice President, Finance and Chief Financial Officer (“CFO”), based in Calgary, Alberta, and reporting to Chief Executive Officer (“CEO”), and the Executive agrees to continue to perform the duties required of the Executive in accordance with this Agreement.

1.2 This Agreement shall be effective as of November 30, 2012 the (“Effective Date”) and the Executive’s employment and this Agreement shall continue indefinitely thereafter until terminated in accordance with this Agreement.

ARTICLE 2

DUTIES

2.1 The Executive shall continue to serve the Corporation in the capacity of Vice President, Finance and CFO and shall continue to perform the duties, initially as outlined in Schedule “A” and as determined from time to time

by the Chief Executive Officer (“CEO”) and/or the Board of Directors of the Corporation, to the best of the Executive’s ability and hereby covenants to continue to use the Executive’s best efforts to promote the interests of the Corporation.

2.2 The Executive shall also continue to serve as Vice President, Finance and CFO of the Corporation’s wholly owned subsidiary SMART Technologies ULC (“SMART ULC”), and shall hold such other titles and positions with other subsidiaries and affiliates of the Corporation as may be reasonably requested by the Board of Directors of the Corporation from time to time.

2.3 The Executive agrees to devote the Executive’s full time and attention to the business and affairs of the Corporation, SMART ULC, and their affiliates and subsidiaries (the “SMART Group”) and shall not, without the consent of the CEO and/or the Board of Directors of the Corporation, undertake during the course of the Executive’s employment any other business or occupation or become a director, officer, consultant, advisor, employee, or agent of another company, firm or proprietorship.

ARTICLE 3

REMUNERATION, BENEFITS AND OTHER

3.1 The Executive shall receive an annual salary (“Annual Salary”) less statutory deductions (initially being $250,000) payable in equal instalments in arrears on a bi-weekly basis. The Annual Salary of the Executive will be reviewed on an annual basis, and may, in the absolute discretion of the Compensation Committee of the Board of Directors of the Corporation, be increased from time to time.

3.2 In addition to the Annual Salary provided for in Article 3.1, the Executive may also receive an annual bonus, the payment terms and potential amount of which are described in the Discretionary Bonus Plan and as proposed by the CEO to the Compensation Committee who may recommend that the Board of Directors approve such payment.

3.3 In addition to the Annual Salary provided for in Article 3.1, the Executive shall be entitled to receive the following perquisites and benefits as further described in the Corporation’s benefit material and Corporate policy documents (as amended from time to time):

(a) participation in the group benefit plan adopted by the Corporation for all employees, and as amended from time to time;

(b) participation in the Corporation’s Group RRSP in accordance with the terms and conditions of such plan;

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(c) paid vacation of three (3) weeks per year and additional time off in accordance with the Corporation’s Paid Time Off policy, as amended from time to time, and in taking such time off the Executive shall have regard to the business of the Corporation;

(d) eligibility to participate in a non-cash stock-based long-term incentive plan on the terms and conditions approved by the Corporation’s Board of Directors, as may be amended from time to time (the “PELP Program”); and

(e) eligibility to participate in an amended and restated equity incentive plan on the terms and conditions approved by the Corporation’s Board of Directors, as may be further amended from time to time (the “Amended and Restated Equity Incentive Plan”); and

(f) participation in such other plans as may be adopted by the Corporation for either all employees or executive management personnel and as amended from time to time.

3.4 The Executive shall be reimbursed for all reasonable out-of-pocket expenses actually and properly incurred by the Executive in connection with the Executive’s duties hereunder. For all such expenses the Executive shall furnish to the Corporation statements and vouchers as and when required by it.

3.5 Upon the occurrence of either a Change of Control or Going Private Transaction (as such terms are defined in Schedule “B”), and in the event that the Executive has been granted Restricted Share Units and/or Performance Share Units (as each is respectively defined in the Amended and Restated Equity Incentive Plan):

(a) all Restricted Share Units that would otherwise vest within the one (1) year period following the effective date of the Change of Control or Going Private Transaction shall accelerate and vest as of the effective date of the Change of Control or Going Private Transaction and be paid by the Corporation in accordance with the Amended and Restated Equity Incentive Plan and the related restricted share unit agreement;

(b) all Performance Share Units that have performance criteria comprised of the Corporation’s annualized Total Shareholder Return (as defined in the relevant performance share unit agreements) and that are outstanding as at the effective date of the Change of Control or Going Private Transaction shall accelerate and vest as of the effective date of the Change of Control or Going Private Transaction and shall be redeemed and paid pursuant to the terms of the Amended and Restated Equity Incentive Plan and the relevant performance share unit agreements and the calculation of the Total Shareholder Return shall be determined after giving effect to the transaction that constituted the Change of Control or Going Private Transaction; and

(c) all Performance Share Units that have performance criteria that is not comprised of the Corporation’s annualized Total Shareholder Return and that are outstanding as at the effective

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date of the Change of Control or Going Private Transaction shall not accelerate and vest as of the effective date of the Change of Control or Going Private Transaction except and unless the performance criteria associated with such Performance Share Unit award has been fulfilled, met, satisfied or otherwise achieved in full; and, only in such event, shall be redeemed and paid pursuant to the terms of the Amended and Restated Equity Incentive Plan.

ARTICLE 4

TERMINATION OF THIS AGREEMENT

4.1 The Corporation may terminate the Executive’s employment and this Agreement for just cause at any time without notice and without any payment to the Executive whatsoever, save and except only for payment of the pro rata Annual Salary earned for services rendered up to and including the last day actually worked by the Executive, and any accrued and unused vacation pay. If the Executive’s employment and this Agreement is terminated for just cause the Executive shall not be entitled to any bonus or pro rata bonus payment.

4.2 The Executive can resign from the Executive’s employment and terminate this Agreement by providing the Corporation with two (2) months’ written notice of the resignation date. If the Executive so resigns, the Executive is not entitled to any severance compensation nor is the Executive entitled to any bonus or pro rata bonus payment.

4.3 The employment of the Executive and the Corporation’s obligation to compensate the Executive with respect to employment will terminate:

(a) upon mutual written agreement of the parties; or

(b) upon the death of the Executive.

4.4 The Corporation may immediately terminate this Agreement and the Executive’s employment, for any reason other than the reasons in Articles 4.1, 4.2 and 4.3, and the Corporation shall pay the Executive, subject to the condition in Article 4.8, within five (5) business days of the Executive’s last day actively at work (the “Termination Date”) for the Corporation, the following:

(a) the pro rata Annual Salary then in effect earned, but not yet paid, up to the Termination Date;

(b) all vacation accrued and unused as of the Termination Date to be calculated in accordance with the Corporation’s policies and procedures;

(c) a retiring allowance calculated on the following basis (the “Retiring Allowance”):

(i) one (1.0) times the Executive’s Annual Salary then in effect, less required withholdings; plus

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(ii) one (1.0) times the average of all Discretionary Bonus Plan bonus payments to the Executive by the Corporation in the three (3) fiscal years prior to the Termination Date, less required withholdings; plus

(iii) in consideration of the termination of all benefits and perquisites effective the Termination Date as contemplated in Article 4.7 hereof, an additional amount equal to seven percent (7%) of the Executive’s then Annual Salary; and

(d) a payment equal to the average of all Discretionary Bonus Plan bonus payments paid to the Executive by the Corporation in the three (3) fiscal years prior to the Termination Date, prorated to reflect the period of time that the Executive was employed with the Corporation in the fiscal year in which the Termination Date occurred.

It is acknowledged by the parties that the one (1.0) times multiple referenced in section 4.4 (c) (i) and (ii) above may be adjusted upward by mutual agreement at some later date, subject to final approval by the Board of Directors of the Corporation.

4.5 (a) If the Corporation terminates this Agreement and the Executive’s employment, for any reason other than the reasons in Articles 4.1, 4.2 and 4.3, within twelve (12) months following or within three (3) months preceding a Change of Control, the Corporation shall within five (5) business days of the Termination Date (if following a Change of Control) or within five (5) business days of the effective date of the Change of Control (if termination precedes a Change of Control), pay to the Executive, subject to the condition in Article 4.8, the payments provided for above in Article 4.4 (and to the extent not already paid), and in addition, any Awards (as defined in the Corporation’s Amended and Restated Equity Incentive Plan) not accelerated and vested pursuant to the provisions of Article 3.5 shall continue to vest and be exercisable or issued in accordance with the terms of the Amended and Restated Equity Incentive Plan during the one (1.0) year following the Termination Date as if the Executive’s employment had continued with the Corporation during such time.

(b) Upon the occurrence of a Change of Control (as defined in Schedule “B”) and within one (1) year of the Change of Control an event or events that constitute Good Reason (as defined in Schedule “B”), the Executive shall have the right, for a period of ninety (90) days following the event or events that constitute Good Reason, to elect to terminate this Agreement and employment with the Corporation upon providing the Corporation with one (1) week advance notice. If the Executive so elects to terminate this Agreement and employment with the Corporation, the Corporation shall, subject to the conditions in Article 4.8, pay the Executive within five (5) business days of the Termination Date the payment and retiring allowance provided for in Article 4.4, and in addition, any Awards (as defined in the Corporation’s Amended and Restated Equity Incentive Plan) not accelerated and vested pursuant to the provisions of Article 3.5 shall continue to vest and be exercisable in accordance with the terms of the Amended and Restated Equity Incentive Plan during the one (1.0) year following the Termination Date as if the Executive’s employment had continued with the Corporation during such time. For

5

greater clarity, the acceleration contemplated herein shall not apply to any shares that are Restricted Shares (as such term is defined in the PELP Program) as of the date the Executive elects to terminate this Agreement and employment with the Corporation

4.6 The parties agree that because there can be no exact measure of the damages that the Executive would incur as a result of the termination of this Agreement and employment, the retiring allowance payment contemplated in Articles 4.4 and 4.5, would be deemed to constitute a genuine pre estimate of the loss that the Executive would suffer upon the termination of employment and the parties agree that this constitutes liquidated damages and not a penalty, and the Corporation agrees that the Executive will not be required to mitigate the Executive’s damages.

4.7 The Executive understands and agrees that all benefits of employment, including long-term disability coverage, will cease as of the Termination Date, and the Corporation has no liability for any damages caused by the cessation of such benefits regardless of the reason for termination or resignation. The Corporation has no obligation to extend benefit coverage past the Termination Date.

4.8 The Executive agrees that, in exchange for the payments contemplated in Articles 4.4 and 4.5, and the continued vesting under the Amended and Restated Equity Incentive Plan contemplated in Article 4.5, as the case may be, that the Executive shall sign a full and final release in favor of the SMART Group, in a form satisfactory to the Corporation, acting reasonably, and provided such release shall not apply to any obligations of the Corporation to the Executive under indemnity agreement or directors’ and officers’ liability insurance contracts providing coverage for claims made against directors and officers acting in their capacity as directors and officers of the Corporation.

4.9 Notwithstanding the cessation of the Executive’s employment and the termination of this Agreement, or the manner of termination, the provisions of Articles 5, 6, 7 and 8 of this Agreement shall survive such termination.

ARTICLE 5

PERSONAL COVENANTS AND POST-TERMINATION OBLIGATIONS

5.1 The Executive has carefully read and considered the provisions of this Article 5 and, having done so, agrees that the restrictions set forth in this Article are fair and reasonable, and are reasonably required for the protection of the interests of the Corporation. The Executive recognizes and agrees that as an employee and executive of the Corporation, the Executive will become knowledgeable, aware and possessed of confidential information. The Executive acknowledges and agrees that the Corporation is the sole and exclusive owner and proprietor of all such confidential information, and that the Executive owes a fiduciary duty to the Corporation that includes, without limitation, a duty to ensure that confidential information is and remains at all times confidential.

6

5.2 Non-Competition

(a) The Executive further acknowledges that in the course of employment the Executive will be assigned duties that will give the Executive knowledge of confidential and proprietary information which relates to the conduct and details of SMART Group’s business including SMART Group’s customers and marketing programs and which may result in irreparable injury to the Corporation if the Executive could enter into the employment of a business which is the same as or similar to and which is competitive to the Business (as Business is hereinafter defined). The Executive agrees with, and for the benefit of, the Corporation that the Executive shall not without the prior written approval of the Board of Directors of the Corporation during the term of the Executive’s employment with the Corporation or at any time within the period of one (1) year following the date of cessation of the Executive’s employment with the Corporation, however caused, either as an individual or as a partner or joint venturer or otherwise in conjunction with any person or persons, firm, association, syndicate, company or corporation, as principal, agent, consultant, director, officer, employee, investor or in any other manner whatsoever, directly or indirectly, carry on, be engaged in, be interested in, or be concerned with, or permit the Executive’s name or any part thereof to be used or employed by any such person or persons, firm, association, syndicate, company or corporation, carrying on, engaged in, interested in or concerned with, a business which is the same as or similar to the business conducted by SMART Group as at the date of cessation of the Executive’s employment (the “Business”) within Canada and the United States or anywhere in the world where the SMART Group undertakes business.

(b) The Executive has the right to request the Corporation in advance for its agreement that a proposed business or position is not prohibited within the terms of this Agreement. If the Executive receives written acknowledgment by the Corporation that the Corporation does not object to the Executive’s participation in any proposed business or position, then the Executive shall be allowed to so participate.

(c) This Article shall not prevent the Executive from purchasing as a passive investor up to two (2%) percent of the outstanding publicly traded shares or other securities of any class of an issuer listed on a recognized stock exchange.

5.3 Non-Disclosure

The Executive understands that the Corporation desires to keep its contractual relationship with SMART Group’s customers confidential. The Executive agrees not to disclose any customer relationships unless authorized in writing by the Corporation or required by law other than pursuant to an agreement made by the Executive.

7

5.4 Confidential Information

The Executive will have access to SMART Group’s confidential information including, without limitation, information and data of or relating to its customers. Such information and data is understood to include all information and data relating to SMART Group’s or the customer’s technology, know-how, products and technical and business data, and marketing strategies. The Executive agrees to accept and retain such information and data in confidence and, at all times during or after the termination of employment, not to disclose or reveal such information and data to others and to refrain from using such information and data for purposes other than those authorized by the Corporation. At the request of the Corporation, and upon cessation of employment, the Executive will promptly turn over to the Corporation all written or descriptive matter containing confidential or proprietary information or data.

5.5 Patent-Copyright-Trademark

(a) The Executive agrees to make prompt and complete disclosure to the Corporation of any (i) invention, discovery, or improvement (“Invention”), whether patentable or not and (ii) copyrightable material, which relate to the Business of SMART Group and which is made, conceived, or authored by the Executive, alone or with others, during the term of employment and, with respect to an Invention, for one (1) year following the cessation of employment.

(b) The Executive agrees to and does hereby assign to the Corporation all of the Executive’s right, title and interest in any Invention(s) and copyrightable material. At the request and expense of the Corporation, the Executive will render whatever assistance may be necessary for the Corporation to secure a patent or copyright for such Invention(s) or material.

5.6 Non-Solicitation

The Executive agrees that as a result of the Executive’s position with the Corporation, that the Executive has confidential information with respect to other employees, consultants and customers of SMART Group. The Executive agrees for a period of two (2) years after cessation of the Executive’s employment with the Corporation, regardless of the reason for cessation, the Executive shall not, directly or indirectly:

(a) solicit, induce, encourage or facilitate employees or consultants of SMART Group to leave the employment of, or consulting relationship with SMART Group; and

(b) solicit, induce, encourage or facilitate any customer the Executive knows to be a customer of SMART Group to alter, modify, vary, diminish, or cease such customer’s relationship with SMART Group, including without limitation, in favor or for the benefit of the Executive.

8

5.7 Property

All reports, computer programs, manuals, listings (including customer listings) and any other documentation or data furnished to or prepared by the Executive in connection with the Executive’s employment shall be the property of the Corporation.

5.8 Assistance in Litigation

The Executive shall, after termination of this Agreement for any reason whatsoever, upon reasonable notice and upon payment of reasonable expenses and reasonable compensation by the Corporation (but in no event shall such payment be at a rate less than what is specified in the indemnity agreement between the Corporation and the Executive in effect from time to time) , furnish such information and proper assistance to the Corporation as may be reasonably required by the Corporation in connection with any litigation in which it is or may become a party other than litigation by the Corporation against the Executive.

5.9 The Executive acknowledges and agrees that the provisions of this Article 5 do not limit the fiduciary obligations that the Executive owes to the Corporation, both during and after the cessation of the Executive’s employment and the termination of this Agreement.

ARTICLE 6

PERSONAL DATA AND PRIVACY

6.1 The Executive acknowledges and agrees that the Corporation has the right to collect, use and disclose the Executive’s personal information for purposes relating to the Executive’s employment with the Corporation, including:

(a) ensuring that the Executive is paid for the services performed for the Corporation;

(b) administering any benefits to which the Executive is or may become entitled to, including medical, dental, disability and life insurance benefits. This shall include the disclosure of the Executive’s personal information to any insurance company and/or broker or to any entity that manages or administers the Corporation’s benefits on behalf of the Corporation;

(c) compliance with any withholding requirements relating to the Executive’s employment;

(d) conducting any compensation and benefit review;

(e) enforcing the Corporation’s policies including those relating to the proper use of the electronic communications network and to comply with applicable laws; and

(f) in the event of a potential sale or transfer of all or part of the shares or assets of the Corporation or, disclosing to any potential acquiring organization the Executive’s personal information for the purpose of determining the value of the Corporation and to evaluate the Executive’s position in the Corporation. If the Executive’s personal information is disclosed to any potential acquiring organization, the Corporation will require the potential acquiring organization to agree to protect the privacy of the Executive’s personal information in a manner that is consistent with any policy of the Corporation dealing with privacy that may be in effect from time to time and/or any applicable law that may be in effect from time to time.

9

ARTICLE 7

NOTICE

7.1 Any notice required to be given hereunder shall be in writing and sufficiently made if delivered personally or mailed by prepaid registered mail to the parties at their respective addresses herein.

(a) The Executive:

Kelly Schmitt

2410 Broadview Rd NW

Calgary, Alberta, T2N 3J5

(b) The Corporation:

SMART TECHNOLOGIES INC.

3636 Research Road N.W.

Calgary, Alberta T2L 1Y1

Attention: Vice President, People Services

Any such notice shall be deemed to have been given on the date it is delivered if personally delivered or, if mailed, on the third business day following the mailing thereof. Either party may change its address for service by giving written notice hereunder.

ARTICLE 8

GENERAL PROVISIONS

8.1 Prior Employment Agreements

This Agreement supersedes and replaces any prior written or unwritten employment agreements between the Executive and the Corporation, including the Former Agreement, with the exception that the Executive acknowledges that the Executive continues to be bound by all earlier confidentiality, conflict of interest, fiduciary and intellectual property restrictions and obligations owed to the Corporation.

10

8.2 Waiver

Any waiver by a party of any breach of any provision of this Agreement by the other party shall not be binding unless in writing, and shall not operate or be construed as a waiver of any other or subsequent breach by the Executive.

8.3 Headings

The headings used in this Agreement are for convenience only and are not to be construed in any way as additions to or limitations of the covenants and agreements contained in it.

8.4 Enurement

The provisions of this Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective heirs, executors, administrators, other legal personal representatives, successors and permitted assigns.

8.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Alberta.

8.6 Time of the Essence

Time shall be of the essence of this Agreement.

8.7 Enforceability and Severability

If any paragraph, subparagraph or provision of this Agreement is determined to be unenforceable by a Court of competent jurisdiction then such provision shall be severable from the remainder of this Agreement and the remainder of this Agreement shall be unaffected thereby and shall remain in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed these presents as of the day and year first above written, and effective as of the Effective Date.

SMART TECHNOLOGIES INC.
Per:	/s/ Neil Gaydon
	Neil Gaydon

11

	/s/ Kelly Schmitt
Witness	EXECUTIVE

12

SCHEDULE “A”

The Executive’s duties and responsibilities shall include:

• Provide financial leadership within the Company, with direct accountability for financial reporting, accounting, tax, treasury, investor relations, Sarbanes Oxley compliance, audit, and financial operations. Play a key role in managing the financial health of the Company.

• Play a key support role in the development of the overall corporate strategy and translate into a supporting Finance strategy.

• Take a lead role in working with senior operating management to instill a culture of operating discipline through the establishment, regular review and accessibility of KPIs (management dashboard) which highlight key operating metrics. Establish proactive internal monitoring systems that create accountability, identify risks and opportunities, and develop contingency plans. Proactively alert the leadership team to business issues.

• Structure internal controls, develop accounting policies, and build the finance department to play a key role in improvement of Company profitability – both financially and operationally.

• Create organizational operating and financial controls, policies and procedures to ensure an efficient operating and financial infrastructure. Ensuring that financial statements and protocols are complete and prepared in accordance with GAAP and other regulatory compliance and reporting requirements.

• Establish a strong relationship with the Chief Executive Officer and Board of Directors based on strong financial acumen, knowledge of the Company’s business, strategy, plans and performance. Lead corporate-level, financial and operational reporting, including regular reporting to the senior management team and the Board of Directors.

• Anticipate key issues and informational needs and be prepared to discuss ongoing performance and key projects that will enhance shareholder value.

• Assist other members of senior management and the Board of Directors in evaluating strategic alternatives, including acquisitions. Perform rigorous financial analyses, risk assessments, “what if?” scenario-modeling and due diligence related to key issues. Take a key role in due diligence, documentation and post-merger integration.

• Assess the current financial organization and determine the optimal structure. Review the current talent pool and determine if it possesses the right skills needed for the future organization. Provide leadership and coaching that fosters an environment of problem-solving, improved business practices and attracts and retains superior financial talent. Build a world-class Finance team.

• Ensure that the Company has the needed operating and financial reporting and analysis to support the management decision-making process.

• Ensure the Finance team has the systems required to effectively and efficiently operate and deliver information and metrics to help drive the business.

• Liaise with other disciplines and manage the integration of Company core business processes and the financial support tools necessary to support the business model.

• Manage the budgeting, forecasting, and financial reporting processes for the Company.

• Manage the measurement and reporting of the Company financial performance and profitability against budget.

• Develop and manage relationships with financial institutions, accountants, legal counsel and insurance providers.

• Take executive responsibility for broader financial risk management within Smart Technologies.

• Lead and manage the investor relations function.

• Oversee tax strategy, planning and reporting activities.

• Work with the Controller and Treasurer to oversee all financial and reporting functions, including accounts payable, accounts receivable, general ledger, and payroll.

• Develop a disciplined approach to monitoring liquidity, both short-term and long-term.

• Develop and implement strategies that enhance the Company’s ability to most effectively manage treasury and foreign exchange risks and opportunities.

• Work with the Corporate Controller to oversee annual and quarterly audits. Manage the relationship with the external auditor.

14

SCHEDULE “B”

DEFINITIONS

For the purposes of this Agreement the following terms mean the following:

(a) “Affiliate” means affiliates and associates as those terms are defined in the Business Corporations Act (Alberta), as amended from time to time;

(b) “Change of Control” shall mean the occurrence of any of the following events:

(i) a person, or group of persons, acting jointly and in concert, becomes the beneficial owner of securities of the Corporation constituting 50% or more of the voting power of all outstanding voting securities of the Corporation,

(ii) individuals who were proposed as nominees (but not including nominees under a shareholder proposal) to become directors of the Corporation immediately prior to a meeting of the shareholders of the Corporation involving a contest for, or an item of business relating to, the election of directors of the Corporation, not constituting a majority of the directors of the Corporation following such election;

(iii) a merger, consolidation, amalgamation or arrangement of the Corporation (or a similar transaction) occurs, unless after the event, 50% or more of the voting power of the combined corporation is beneficially owned by the same person or group of persons as immediately before the event; or

(iv) the Corporation’s shareholders approve a plan of complete liquidation or winding-up of the Corporation, or the sale or disposition of all or substantially all the Corporation’s assets (other than a transfer to an Affiliate of the Corporation);

provided that the following shall not constitute a Change of Control:

(A) any person, or group of persons, acting jointly or in concert, becoming the beneficial owner of the threshold of securities specified in (a) as a result of the acquisition of securities by the Corporation or an Affiliate or a subsidiary which, by reducing the number of securities outstanding, increases the proportional number of securities beneficially held by that person or group of persons;

(B) any acquisition of securities directly from the Corporation in connection with a bona fide financing or series of financings by the Corporation;

(C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Corporation and/or its Affiliates; or

(D) beneficial ownership by the Corporation or its Affiliates or any increased ownership by any of them.

(c) “Going Private Transaction” shall mean a transaction or series of transactions which has the effect of transforming the Corporation into a private company (a company whose shares or securities are not listed and posted for trading on the TSX or other recognized stock exchange) and thereby eliminating the public shareholders; and

(d) “Good Reason” shall mean: (i) any adverse change, by the Corporation and without the agreement of the Executive following a Change of Control, in any of the duties, powers, rights, discretions, salary, bonus, benefits, existing Awards (as defined in the Corporation’s Amended and Restated Equity Incentive Plan), title or lines of reporting, such that immediately after such change or series of changes, the responsibilities and status of the Executive, taken as a whole, are not at least substantially equivalent to those assigned to the Executive immediately prior to such change or series of changes; (ii) the requirement that the Executive be based anywhere other than the Corporation’s Calgary executive office on a normal and regular basis; or (iii) any reason which would be constructive dismissal by a court of competent jurisdiction.

16

EX-4.19

Exhibit 4.19

November 23, 2012   SMART Technologies   3636 Research Road NW   Calgary, AB T2L 1Y1   CANADA     Phone 403.245.0333   Fax 403.228.2500   info@smarttech.com www.smarttech.com

Kelly Schmitt

Calgary, Alberta

Dear Kelly,

Please accept this Supplemental Letter as confirmation of the short term incentive plan (STIP) and long term incentive plan (LTIP) components of our arrangement.

Short Term Incentive

You will be eligible to participate in SMART’s annual STIP with a target bonus of 50% in accordance with the terms and conditions of the Discretionary Bonus Plan (DBP), a copy of which is attached.

Long Term Incentive

Stock Options:

• initial award of 100,000 options, vesting in three instalments of 33 1/3% (33,333, 33,333 and 33,334 respectively) on each of the three anniversary dates of the award

• stock option awards set out herein will be made in accordance with the provisions of the Amended and Restated Equity Incentive Plan and regulatory requirements and as soon as practical after you have commenced your new role

Restricted Share Units (RSUs):

• initial award of 30,000 RSUs, vesting in three instalments of 33 1/3% (10,000, 10,000, and 10,000 respectively) on each of the three anniversary dates of the award

• RSU awards set out herein will be made in accordance with the provisions of the Amended and Restated Equity Incentive Plan and regulatory requirements and as soon as practical after you have commenced your new role

Performance Restricted Share Units (PSUs):

• initial grant of 150,000 PSUs, vesting on attainment of performance targets measured after 3 years, i.e. end of FY16

• It is intended by the parties that the foregoing PSU performance targets for the awards be set following board approval of the FY14 business plan

• Notwithstanding section 3.5 of the Executive Employment Agreement, the acceleration of this PSU award shall only be effective upon the occurrence of both a Change of Control and within one (1) year of the Change of Control an event or events that constitute Good Reason (Change of Control and Good Reason are defined within the Executive Employment Agreement).

• PSU awards set out herein will be made in accordance with the provisions of the Amended and Restated Equity Incentive Plan and regulatory requirements and awarded no later than is practical following approval of the FY14 business plan

LTIP treatment in a change of control situation to be in line with existing company policy as outlined in your Executive Employment Agreement, except as provided above with respect to section 3.5(b) of the Executive Employment Agreement. Future evergreen LTIP awards and quantums are to be made at the sole discretion of the Compensation Committee of the Board of Directors.

If you have any further questions or concerns, please feel free to contact me. We look forward to having you join SMART and work with us to build the company.

Yours truly,

SMART Technologies Inc.

Neil Gaydon

President and Chief Executive Officer

I accept employment with SMART Technologies Inc. on the terms and conditions as outlined in the Executive Employment Agreement and this supplemental letter.

Signed this 23rd day of November, 2013		/s/ Kelly Schmitt
		Kelly Schmitt
Witnessed
	Print Name	Signature

Cc: People Services

EX-4.22

Exhibit 4.22

3636 RESEARCH ROAD NW

CALGARY, ALBERTA

LEASE

BETWEEN

HOOPP REALTY INC.,

AS LANDLORD

AND

SMART TECHNOLOGIES ULC

AS TENANT

TABLE OF CONTENTS

1.		LEASE SUMMARY	- 1 -
	1.1	Summary of Terms	- 1 -
2.		DEFINITIONS	- 3 -
3.		THE DEMISE	- 9 -
	3.1	Demise	- 9 -
4.		TERM	- 9 -
	4.1	Term	- 9 -
	4.2	Surrender	- 9 -
5.		RENT	- 9 -
	5.1	Basic Rent, Parking Rent, and Additional Rent	- 9 -
	5.2	No Abatement	- 9 -
	5.3	Adjustment	- 10 -
	5.4	Additional Rent Treated as Basic Rent	- 10 -
6.		TENANT’S COVENANTS	- 10 -
	6.1	To Pay	- 10 -
	6.2	Insurance	- 11 -
	6.3	Management, Maintenance and Repair by the Tenant	- 13 -
	6.4	Access by Landlord	- 14 -
	6.5	Business and Trade Fixtures	- 15 -
	6.6	Alterations and Additions	- 15 -
	6.7	Removal of Alterations	- 17 -
	6.8	Use of Premises	- 17 -
	6.9	Signs	- 17 -
	6.10	Overloading	- 17 -
	6.11	Environmental Contaminants	- 17 -
	6.12	Abate Nuisance	- 18 -
	6.13	Assignment and Subletting	- 18 -
	6.14	Corporate Ownership	- 21 -
	6.15	No Advertising of the Premises	- 22 -
	6.16	Easements	- 22 -
	6.17	Liens	- 22 -
	6.18	Exhibit Premises	- 22 -
	6.19	Registration of Lease	- 23 -
	6.20	Compliance with Laws	- 23 -
	6.21	Provide Financial Information	- 24 -
	6.22	Subordination and Non-Disturbance	- 24 -
	6.23	Attornment	- 24 -
	6.24	Estoppel Certificate	- 25 -
	6.25	Indemnify Landlord	- 25 -
	6.26	Deposit	- 26 -

7.		LANDLORD’S COVENANTS	- 28 -
	7.1	Quiet Enjoyment	- 28 -
	7.2	Landlord Repair	- 28 -
	7.3	Indemnify Tenant	- 28 -
	7.4	Landlord’s Signs	- 29 -
	7.5	Landlord’s Insurance	- 29 -
8.		MUTUAL COVENANTS, AGREEMENTS AND PROVISOS	- 30 -
	8.1	Acting Reasonably	- 30 -
	8.2	Approval In Writing	- 30 -
	8.3	Delegation of Authority	- 30 -
	8.4	No Warranties	- 30 -
	8.5	No Waiver	- 30 -
	8.6	Notices	- 31 -
	8.7	Damage and Destruction	- 32 -
	8.8	Performance by Landlord	- 33 -
	8.9	Re-entry on Default	- 33 -
	8.10	Default	- 34 -
	8.11	Sale and Reletting	- 34 -
	8.12	Termination	- 35 -
	8.13	Distress	- 35 -
	8.14	Landlord’s Expenses in Enforcing this Lease	- 35 -
	8.15	Remedies Cumulative	- 36 -
	8.16	Holding Over	- 36 -
	8.17	Inability to Perform	- 37 -
	8.18	Interest	- 37 -
	8.19	Expropriation	- 37 -
	8.20	Accrual of Basic Rent and Parking Rent	- 37 -
	8.21	Net Lease	- 38 -
	8.22	Governing Law	- 38 -
	8.23	Number and Gender	- 38 -
	8.24	Covenants	- 38 -
	8.25	Time of the Essence	- 38 -
	8.26	Headings	- 39 -
	8.27	Enurement	- 39 -
	8.28	Joint and Several Liability	- 39 -
	8.29	Continuation of Obligations	- 39 -
	8.30	Landlord’s Limit of Liability	- 39 -
	8.31	Confidentiality	- 39 -
	8.32	Amendments	- 40 -
	8.33	Application of Ground Lease	- 40 -
	8.34	Indemnification	- 40 -
	8.35	Survival of Obligations	- 40 -
	8.36	No Adverse Presumption	- 41 -
	8.37	Ground Lease	- 41 -
9.		SCHEDULES	- 41 -

Schedule “A”	-	Legal Description of the Lands
Schedule “A-1”	-	Site Plan of Land and Building

ii

Schedule “A-2”	-	Floor Plans of Premises
Schedule “B”	-	Additional Provisions
Schedule “C”	-	Indemnification Agreement
Schedule “D”	-	Insurance Certificate

iii

LEASE AGREEMENT

THIS AGREEMENT made this 7^th day of May, 2013,

BETWEEN:

HOOPP REALTY INC.

(the “Landlord”)

- and -

SMART TECHNOLOGIES ULC

(the “Tenant”)

WITNESSES THAT in consideration of the premises, the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto), the parties hereto covenant and agree as follows:

1. LEASE SUMMARY

1.1 SUMMARY OF TERMS

The parties acknowledge that the following summarizes certain matters relevant to this Lease. The following summary does not limit the meaning of any other provision of this Lease. If any other provision of this Lease is inconsistent with the following summary, the other provisions of this Lease shall prevail:

(a) Brief Description of Premises and Net Rentable Area: Class A suburban office building consisting of Two Hundred and Four Thousand Nine Hundred and Sixty (204,960) square feet of net rentable area (NRA) with a three (3) level underground parkade and thirteen (13) surface parking stalls.

(b) Term: Twenty (20) years commencing on the Commencement Date and continuing to and including the Expiry Date.

(c) Commencement Date: [Closing Date of Sale Transaction].

(d) Expiry Date: May 6, 2033.

(e) Basic Rent: Twenty Seven ($27.00) Dollars per square foot in years One (1) to Five (5), escalating by Eight percent (8.0%) every Five (5) years (based on 204,960 square feet of NRA):

	Lease Year	Per Year		Per Month
(i)	Years 1-5	$	5,533,920.00	$	461,160.00
(ii)	Years 6-10	$	5,976,634.00	$	498,052.83
(iii)	Years 11-15	$	6,454,764.00	$	537,897.00
(iv)	Years 16-20	$	6,971.145.00	$	580,928.75

In the event the annual rental payable by the Landlord under the Ground Lease increases at any time during the Term, the annual Basic Rent will be increased concurrently by an amount equal to such increase(s) and the Basic Rent and the Total Rent in Section 1.1(g) will be adjusted accordingly.

(f) Parking Rent: One Hundred Twenty Five ($125.00) per stall per month in years One (1) to Five (5) escalating by Eight (8.0%) percent every Five (5) years (based on 274 parking stalls):

	Lease Year	Per Year		Per Month
(i)	Years 1-5	$	411,000.00	$	34,250.00
(ii)	Years 6-10	$	443,880.00	$	36,990.00
(iii)	Years 11-15	$	479,390.00	$	39,949.25
(iv)	Years 16-20	$	517,742.00	$	43,145.17

(g) Total Rent (combination of Basic Rent and Parking Rent):

	Lease Year	Per Year		Per Month
(i)	Years 1-5	$	5,944,920.00	$	495,410.00
(ii)	Years 6-10	$	6,420,514.00	$	535,042.83
(iii)	Years 11-15	$	6,934,155.00	$	577,846.25
(iv)	Years 16-20	$	7,488,887.00	$	624,073.92

* Figures subject to adjustment pursuant to Section 1.1(e).

(h) Extension Options: Four (4) rights to extend the term for additional periods of Five (5) years each at then current market rent on the terms set out in paragraph 3 of Schedule B.

(i) Tenant’s Address for Notices:

3636 Research Park NW

Calgary, Alberta T2L 1Y1

Attn.:      Vice President, Finance and Chief Financial Officer

Fax No.:  403-245-0366

(j) Landlord’s Address for Notices:

1 Toronto Street

Suite 1400

Toronto, Ontario M5C 3B2

(k) Indemnifier: Smart Technologies Inc. (see Indemnification Agreement attached as Schedule C).

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2. DEFINITIONS

The following words or phrases shall, unless there is something in the context inconsistent therewith, having the meanings hereinafter set out; and plural forms of the following words and phrases shall have corresponding meanings:

“Additional Rent” shall mean any sums which are required to be paid by the Tenant hereunder, including, without limitation, all interest and penalties payable hereunder, whether or not such sums are referred to as Rent or Additional Rent or otherwise, but Additional Rent shall not include the Total Rent.

“Affiliate” shall mean, in relation to a party to this Lease:

(a) any Person which directly, or indirectly through one or more intermediaries, is controlled by, controls, or is under common control with that party, and

(b) any other Person which directly, or indirectly through one or more intermediaries, is controlled by, controls, or is under common control with a Person described in paragraph (a) of this definition.

For the purposes of this definition, “control” (including the phrases “controlled by” and “under common control with”) means any of:

(i) the right to exercise a majority of the votes which may be put at a general meeting of a corporation,

(ii) the right to elect or appoint directly or indirectly a majority of the directors of a corporation or other persons who have the right to manage or supervise the management of the affairs and the business of the corporation or the firm, and

(iii) the possession of the effective power to direct or cause the direction of the management and policies of that party through the ownership of shares entitled to vote in all circumstances.

“Alteration” has the meaning given that term in Section 6.6;

“Authorities” shall mean all federal, provincial, municipal and other governmental authorities (including, without limitation, suppliers of public utilities), departments, boards and agencies having or claiming jurisdiction.

“Basic Rent” shall mean the amount specified as such in Section 1.1(e) as may be amended by written agreement of the Landlord and the Tenant from time to time.

“Building” shall mean all buildings on the Lands from time to time, together with all fixtures (excluding tenant’s trade fixtures), improvements, heating, ventilation, air conditioning, electrical, mechanical, sprinkler and plumbing systems and facilities located in, on or serving such building, and all alterations, additions and replacements thereto.

“Business Days” shall mean each and every day of the week save and except Saturdays, Sundays, and statutory holidays within the Province.

“Capital Taxes” shall mean in any Lease Year the aggregate of any and all taxes, rates, levies, duties, excises and assessments which may now or hereafter be levied, imposed, rated or assessed by the Government of Canada, the Government of the Province or any other governmental authority whatsoever, and which are levied against or payable by the Landlord or the owner of the Land in respect of that Lease Year and which are, directly or indirectly, calculated or payable with respect to or as a result of any one or more of the following:

(a) the capital of the Landlord invested in the Premises by reason of the development or purchase thereof;

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(b) the financing of that investment; and

(c) the capital, reserves, retained earnings, surpluses, liabilities or assets of the Landlord and any other attributes of the Landlord appearing on its balance sheet.

“Claims” shall mean claims, losses, damages, suits, judgments, causes of action, legal proceedings, executions, demands, penalties or other sanctions of every nature and kind whatsoever, whether accrued, actual, contingent or otherwise and any and all costs arising in connection therewith, including, without limitation, all legal expenses.

“Commencement Date” shall mean the date specified as such in Section 1.1(c).

“Environmental Contaminant” shall mean:

(a) any solid, liquid, gaseous or radioactive substance (including radiation) which, when it enters into a Building, exists in a Building or is present in the water supplied to a Building, or when it is released into the environment from a Building or any part thereof or is entrained from one building to another building, or into the water or the natural environment, is likely to cause, at any time, material harm or degradation to any other property or any part thereof, or to the natural environmental or material risk to human health, and includes, without limitation, any flammables, explosives, radioactive materials, asbestos, lead paint, polychlorinated biphenyls, fungal contaminants (including, without limitation, and by way of example, stachybotrys chartarum and other moulds), mercury and its compounds, dioxans and furans, chlordane, chlorofluorocarbons, hydro-chlorofluorocarbons, volatile organic compounds, urea formaldehyde foam insulation, radon gas, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic or noxious substances or related materials, petroleum and petroleum products;

(b) any substance declared to be hazardous or toxic under any Environmental Laws or that does not meet any prescribed standard or criteria made under any present or future Environmental Laws; and

(c) any substance, sound, vibration, ray, heat, radiation or odour of which the use, presence in the environment or release into the environment is prohibited, regulated, controlled or licenced under Environmental Laws.

“Environmental Laws” means any statutes, laws, regulations, orders, by-laws, standards, guidelines, permits and other lawful requirements of any governmental authority having jurisdiction over the Premises now or hereafter in force relating in any ways to the environment, health, occupational health and safety, product liability or transportation of dangerous goods, including the principles of common law and equity.

“Event of Default” means:

(a) the Tenant fails to pay any Rent reserved by this Lease on the day or dates appointed for the payment thereof and such failure continues for 5 Business Days following written demand for the payment thereof being made by the Landlord;

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(b) the Tenant fails to observe or perform any of the Tenant’s Covenants (other than the payment of Rent) and:

(i) fails to remedy such breach within 20 days of the receipt by the Tenant of written notice from the Landlord respecting such breach (the “Rectification Period”); or

(ii) if such breach cannot be reasonably remedied within the Rectification Period, the Tenant fails to commence to remedy such breach within the Rectification Period or thereafter fails to proceed diligently to remedy such breach;

(c) the Tenant becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal, assignment or arrangement with its creditors (including, without limitation, electing to terminate or disclaim this Lease in connection with a proposal made by the Tenant under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangements Act (Canada) or any other statute allowing the Tenant to terminate, disclaim or repudiate this Lease);

(d) a receiver or a receiver and manager is appointed for all or a portion of the Tenant’s property and such appointment is not set aside within 60 days after being made;

(e) any steps are taken or any actions or proceedings are instituted by the Tenant or by any other party including without limitation any court or Authority having jurisdiction for the dissolution, winding up or liquidation of the Tenant or its assets;

(f) the Tenant makes a sale in bulk of all or a substantial portion of its assets other than in conjunction with a Transfer approved by the Landlord, in conjunction with a Permitted Transfer or in the Tenant's ordinary course of business;

(g) this Lease or any of the Tenant’s assets are taken under a writ of execution and such writ of execution is not set aside or discharged within 60 days following its issue;

(h) the Tenant effects a Transfer or Permitted Transfer other than in accordance with the terms of this Lease.

For clarity, the Landlord is not required to give the Tenant any notice in respect of the events described in paragraphs (c) to (h), an Event of Default arising immediately upon the occurrence of such an event.

“Expiry Date” shall mean the date specified as such in Section 1.1(d).

“Extension Period” has the meaning given that term in paragraph 3 of Schedule “B”.

“Goods and Services Tax” shall mean and include:

(a) the tax contained in Part IX of the Excise Tax Act of Canada, as amended from time to time; and

(b) any other taxes, fees, levies, charges, assessments, duties and excises (whether characterised as sales taxes, purchase taxes, value-added taxes, goods and services taxes, harmonized taxes or any other form) which are imposed on the Landlord or which the Landlord is liable to pay, and which are levied, rated or assessed by any governmental authority whatsoever on the act of entering into this Lease or otherwise on account of this Lease, or on the use or occupancy of the Premises or any portion thereof, or on the Rent payable under this Lease or any portion thereof, or in connection with the business of renting the Premises or any portion thereof, but excluding income tax under Part 1 of the Income Tax Act of Canada.

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“Ground Lease” shall mean the Lease Agreement dated October 3, 2006, as amended, between Her Majesty The Queen in right of Alberta as represented by the Minister of Infrastructure and Transportation, as landlord, and SMART Technologies Inc., as tenant.

“Head Landlord” the landlord under the Ground Lease from time to time, and currently being Her Majesty The Queen in right of Alberta as represented by the Minister of Infrastructure and Transportation.

“Improvements” shall have the meaning set out in the Ground Lease.

“Land” shall mean all and singular that certain parcel or tract of land more particularly described in Schedule “A” hereto.

“Landlord’s Covenants” shall mean all of the terms, covenants and conditions of this Lease on the part of the Landlord to be observed and performed.

“Landlord’s Mortgages” shall mean all mortgages, charges, debentures, security instruments and all instruments and indentures supplemental thereto (including a deed of trust and mortgage securing bonds and all indentures supplemental thereto) which may now or hereafter charge the Landlord’s interest in the Premises, and all renewals, modifications, consolidations, replacements and extensions thereof.

“Landlord’s Mortgagees” shall mean any and all existing or proposed mortgagees, debenture holders and trustees on behalf of mortgagees holding any Landlord’s Mortgages.

“Landlord’s Representatives” shall mean the Landlord’s property manager and asset manager and the Landlord’s and the Landlord’s property manager’s and asset manager’s respective directors, officers, employees, contractors, servants, agents and those for whom each of the Landlord and the Landlord’s property manager and asset manager, respectively, is responsible at law.

“Laws” shall mean all laws, statutes, ordinances, regulations, by-laws, directions, orders, rules, requirements, directions and guidelines of all Authorities.

“Lease” shall mean this lease agreement and all schedules attached hereto, as same may be amended from time to time.

“Leasehold Improvements” shall mean all items in or serving the Premises and considered at common law as being a leasehold improvement, including, without limitation, all alterations, fixtures, improvements, installations, repairs, work, replacements, changes and additions (including construction of openings for internal stairways and shuttle elevators and the delivery, storage and removal of materials for any of the foregoing), in or serving the Premises made, erected or installed, from time to time (whether prior to or following the execution of this Lease) by or on behalf of the Landlord or the Tenant including, without limitation, internal stairways, shuttle elevators, heating, ventilating, air conditioning, sewage, sprinkler, mechanical and electrical equipment, facilities and equipment for or in connection with the supply of utilities, communications or telecommunications exclusively servicing the Premises (wherever located), doors, hardware, partitions (including moveable partitions), lighting fixtures, any apparatus or equipment connected to the electrical system or to the plumbing lines, the sprinkler system, electrical submeters, finished floors, Building standard window coverings and wall to wall carpeting but excluding trade fixtures and furniture and equipment not of the nature of fixtures.

“Lease Year” shall mean a twelve (12) month period commencing on the first day of January in any calendar year and ending on the last day of December in that calendar year, provided that the first Lease Year shall commence on the Commencement Date and end on the last day of December next following and the last Lease Year shall commence on the first day of January of the calendar year during which the Term expires and end upon the Expiry Date.

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“Management Fee” shall mean the management fee payable by the Tenant to the Landlord in accordance with Section 6.1(d), being One percent (1%) of Basic Rent applicable during each year of the Term.

“Parking Rent” shall mean the amount specified as such in Section 1.1(f) as may be amended by written agreement of the Landlord and the Tenant from time to time.

“Permitted Uses” shall mean the uses which may be made of the Premises by the Tenant and as described in Section 6.8.

“Person” shall mean any association, society, corporation, individual, joint venture, partnership, trust, unincorporated organization or Authority.

“Premises” shall mean the Building more particularly shown in Schedule “A-1” attached hereto and the Land.

“Province” shall mean the Province of Alberta.

“Rent” shall mean the Basic Rent, Additional Rent and the Parking Rent.

“Roof” shall mean the roof deck and roof membrane, which may consist of roofing felts or various proprietary materials and systems, or other water resistant material including but not limited to sheet steel, aluminum, copper, tiles, shingles of various types, tar, asphalt or bitumen, sealants, fastening devices, duckboards, hatches, skylights, fixed ladders, roof insulation, gravel, ballast, flashings, stops, parapets, cants, drains, gutters, down pipes and roof sheathing or roof deck of the Building, but does not include any beams, rafters, joists, guiders, purlins, girts, or columns or other structural components supporting the roof decks.

“Sign” shall mean any sign, picture, notice, lettering, direction or other advertising or informational device of whatever nature.

“Structure” shall mean the structural components supporting the Roof, exterior walls and structural elements of the Building including bearing walls, footings, foundations, structural columns and beams and structural subfloors.

“Taxes” shall mean all taxes, fees, levies, charges, assessments, rates, duties and excises which are now or may hereafter be levied, imposed, rated or assessed upon or with respect to the Premises or any part thereof, whether directly or indirectly levied, imposed, rated or assessed by the Government of Canada, the Government of the Province, or any political subdivision, political corporation, district, municipality, city or other political or public entity, the whole as finally determined for each applicable period of time as a result of an assessment, appeal, or judicial review. Without restricting the generality of the foregoing, Taxes shall include all:

(a) real property taxes, general and special assessments;

(b) taxes, fees, levies, charges, assessments, rates, duties and excises for transit, housing, schools, police, fire or other governmental services or for purported benefits to the Land or the Building;

(c) local improvement taxes, service payments in lieu of taxes, and taxes, fees, levies, charges, assessments, rates, duties and excises, however described, that may be levied, rated or assessed as a substitute for, or as an addition to, in whole or in part, any property taxes or local improvement taxes; and

(d) any and all penalties, late payment or interest charges imposed by an Authority as a result of the Tenant’s late payment of any of the amounts described above in this definition (other than paragraph (d)) or any instalments thereof, as the case may be,

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but Taxes shall exclude all of the following:

(e) income tax under Part I of the Income Tax Act of Canada;

(f) the Tenant’s Taxes;

(g) the Goods and Services Tax; and

(h) the Capital Taxes.

“Tenant’s Covenants” shall mean all of the terms, covenants and conditions of this Lease on the part of the Tenant to be observed and performed.

“Tenant’s Lender” shall mean any financial institution or other Person which holds a charge by way of an assignment of this Lease and the Tenant’s leasehold interest in the Premises by way of mortgage or other security instrument evidencing the Tenant’s indebtedness to such Person or to other Persons for whom such Person acts as agent.

“Tenant’s Representatives” shall mean the Tenant’s directors, officers, employees, servants, agents and those for whom the Tenant is responsible at law.

“Tenant’s Taxes” shall mean all taxes, fees, levies, charges, assessments, rates, duties and excises which are now or may hereafter be levied, imposed, rated or assessed by any lawful authority relating to or in respect of the business of the Tenant or relating to or in respect of personal property and all business and trade fixtures, machinery and equipment, cabinet work, furniture and movable partitions owned or installed by the Tenant at the expense of the Tenant or being the property of the Tenant, or relating to or in respect of improvements to the Premises built, made or installed by the Tenant, on behalf of the Tenant or at the Tenant’s request whether any such amounts are payable by law by the Tenant or by the Landlord and whether such amounts are included by the taxing authority in the Taxes.

“Term” shall mean the term specified in Section 1.1(b) and any Extension Period.

“Transfer” shall mean any of:

(a) an assignment of this Lease by the Tenant in whole or in part;

(b) any arrangement, written or oral, whether by sublease, licence or otherwise, whereby rights to use space within the Premises are granted to any Person (other than the Tenant) from time to time, which rights of occupancy are derived through or under the interest of the Tenant under this Lease; and

(c) a mortgage or other encumbrance of this Lease or of all or any part of the Premises, or any interest therein; and

“Transferee” shall mean any Person deriving rights through a Transfer.

“Utility Costs” shall mean all charges for water, gas, telephone, internet, electric light and power and all other utilities and services used on or in respect of the Premises or any part thereof, together with all costs and charges for all fittings, machines, apparatus, meters and any other thing leased or supplied in respect thereof and all costs and charges for all work and services performed by any corporation, authority or commission in connection with such utilities and services in respect of the Premises.

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Certain terms which have been defined within specific sections of this Lease for use solely within those sections, or the Article within which such section is located, may not be defined to above.

3. THE DEMISE

3.1 DEMISE

The Landlord hereby demises and leases to the Tenant the Premises for the Term unless terminated earlier pursuant to this Lease, to have and to hold during the Term, subject to the terms and conditions of this Lease.

4. TERM

4.1 TERM

The Tenant shall have and hold the Premises, for the Term from and including the Commencement Date until and including the Expiry Date, unless this Lease is otherwise terminated prior to the Expiry Date.

4.2 SURRENDER

The Tenant shall, on the last day of the Term, or upon the sooner termination of the Term, peaceably and quietly surrender and deliver vacant possession of the Premises to the Landlord in the condition and state of repair that they were required to be maintained during the Term reasonable wear and tear excepted, or as the Landlord may otherwise require in accordance with Sections 6.5 and 6.7. If the Tenant fails to comply with the foregoing or its obligations under Sections 6.5 and 6.7, the Tenant shall at the option of the Landlord be deemed to be an overholding monthly tenant for so long as it may reasonably take to complete the required repairs, removal, restoration or clean-up (the “Overholding Period”). During the Overholding Period, the Tenant shall pay the Rent required by section 8.16(c) to be paid by an overholding tenant who is overholding without the consent of the Landlord (the “Overholding Rent”), notwithstanding the fact that the Tenant may have vacated the Premises. For clarity, nothing in this section entitles the Tenant to terminate such monthly tenancy or remain in possession of the Premises as it is the parties intent that the deemed monthly tenancy contemplated by this section only results in an obligation on the part of the Tenant to pay the Overholding Rent during the Overhold Period with the Tenant having no other rights or interest in or to the Premises.

5. RENT

5.1 BASIC RENT, PARKING RENT, AND ADDITIONAL RENT

The Tenant shall pay to the Landlord during the Term the following Rent payable at the Landlord’s address specified in Section 1.1(j) or at such other business address in Canada as the Landlord may from time to time designate in writing, in the following instalments:

(a) the Basic Rent and Parking Rent payable in advance in equal consecutive monthly installments on the first day of each and every month in each and every year of the Term commencing on the Commencement Date and continuing until and including the first day of the month in which the Expiry Date falls; and

(b) in the case of Additional Rent that is payable by the Tenant to the Landlord, in accordance with the provisions of this Lease.

5.2 NO ABATEMENT

The Tenant covenants and agrees with the Landlord that all of the Rent payable under this Lease shall be paid by the Tenant to the Landlord without demand, deduction, set-off or abatement whatsoever, except as specifically provided in this Lease.

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5.3 ADJUSTMENT

If the Term shall commence or cease on a day other than the commencement or the end of any period of time in respect of which any amount payable hereunder is calculated, then the Tenant shall pay to the Landlord such amount for such period of time on a pro rata basis.

5.4 ADDITIONAL RENT TREATED AS BASIC RENT

Additional Rent is recoverable as Basic Rent, and the Landlord has all rights against the Tenant for default in any such payment as in the case of arrears of Basic Rent.

6. TENANT’S COVENANTS

The Tenant hereby covenants and agrees with the Landlord as follows:

6.1 TO PAY

(a) Taxes - The Tenant shall in each and every year during the Term, not later than the day immediately preceding the date or dates on which Taxes become due and payable, whether monthly, quarterly, twice-yearly, or otherwise, pay and discharge or cause to be paid and discharged all Taxes. The Tenant further covenants and agrees that during the Term it shall deliver to the Landlord for inspection receipts for payments of all Taxes which were due and payable during the Term within fourteen (14) Business Days following receipt by the Tenant of each of such receipts for payment. The Landlord shall, not later than fourteen (14) Business Days following receipt of any assessment notices delivered to the Landlord by any taxing authority relating to the Premises or any other structures, any machinery, equipment, facilities, and other property of any nature whatsoever thereon and therein, forward a copy thereof to the Tenant. The Tenant shall have the right from time to time to appeal any assessment of the Lands or the Buildings or any other tax, rate, duty, charge, or amount referred to in this Section 6.1(a) provided that such appeal shall be at the sole cost and expense of the Tenant. The Landlord shall co-operate with the Tenant, at the Tenant’s expense, in order to assist the Tenant with any such appeal. The Tenant shall be responsible for the payments referred to in this Section 6.1(a) from the Commencement Date. If the Tenant shall in any year during the Term fail to pay the Taxes when due, the Tenant shall pay to the Landlord, on demand, interest on the amount outstanding at the percentage rate or rates established by the Province, or any other taxing authority for unpaid Taxes in the Province.

(b) If the Landlord appeals any assessment of the Lands or the Buildings or any other tax, rate, duty, charge, or amount referred to in Section 6.1(a) (which the Landlord may only do if, by the date that is 30 days prior to the deadline for filing the relevant appeal, the Tenant has not provided the Landlord with evidence demonstrating that it has filed an appeal), then:

(i) the Tenant shall co-operate with the Landlord, at the Tenant’s expense, in order to assist the Landlord with any such appeal; and

(ii) the Tenant will reimburse the Landlord for all reasonable costs and expenses incurred by or on behalf of the Landlord for consulting, appraisal, legal and other professional fees and expenses incurred by the Landlord in connection with any such appeal.

(c) Goods and Services Tax - The Tenant shall without deduction or right of offset pay to the Landlord the amount of the Goods and Services Tax on any payments of Rent paid to the Landlord under this Lease at the same time as the amounts, to which the Goods and Services Tax apply, are payable to the Landlord under this Lease. Regardless of any other provision of this Lease to the contrary, the amounts payable by the Tenant under this section are deemed not to be Rent, but the Landlord has all of the same remedies for and rights of recovery for such amounts as it has for the recovery of Rent under this Lease, including, without limitation, the right to distrain against the Tenant’s property.

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(d) Tenant’s Taxes and Utilities - The Tenant shall promptly pay the Tenant’s Taxes and Utility Costs to the applicable taxing authorities and the utility providers, as the case may be, as they become due and shall provide to the Landlord, when and if requested by the Landlord, the receipt for each payment made by the Tenant in respect of the Tenant’s Taxes and Utilities Costs.

(e) Management Fee – The Tenant shall pay to the Landlord during the Term, the Management Fee which shall be payable annually in advance in equal monthly installments on the first day of each and every month in each and every year of the Term commencing on the Commencement Date and continuing until and including the first day of the month in which the Expiry Date falls.

(f) Additional Rent - The Tenant shall without deduction or right of offset pay all Additional Rent not referred to in Sections 6.1(a), 6.1(b) and 6.1(d) payable under this Lease to the Landlord within fifteen (15) Business Days of receipt by the Tenant of an invoice setting out in reasonable detail such Additional Rent.

6.2 INSURANCE

(a) The Tenant shall, at its sole cost and expense during the Term and during such other period of time that the Tenant occupies the Premises, take out and maintain in full force and effect, the following:

(i) “all risk” insurance (including flood and earthquake) upon property of every description and kind owned by the Tenant, or for which the Tenant is legally liable, or installed by or on behalf of the Tenant, including, without limitation, exterior glass, merchandise, stock-in-trade, furniture, fixtures, equipment, Leasehold Improvements and other property of every kind and description located at the Premises, owned by the Tenant or for which the Tenant is responsible or legally liable, in an amount at least equal to the full insurable value thereof, calculated on a replacement cost basis without deduction for depreciation. Such policy shall contain a contingent liability from enforcement of building by-laws endorsement, a stated amount clause and an inflation protection endorsement. The Landlord and every Mortgagee shall be named as an additional insured on such insurance policies, but only in respect of the Leasehold Improvements. Such insurance policies may contain reasonable deductibles in amounts acceptable to the Landlord, acting reasonably, and which do not amount to the Tenant self-insuring;

(ii) automobile liability insurance to a limit of liability of not less than Two Million Dollars ($2,000,000.00) in any one accident, covering all licensed motor vehicles owned by the Tenant and used in connection with its business carried on from the Premises;

(iii) comprehensive liability insurance applying to the operations of the Tenant carried on from the Premises and which shall include, without limitation, personal injury liability, bodily injury, product liability, contractual liability, non-owned automobile liability and protective liability with respect to the occupancy of the Premises by the Tenant. The coverage under such insurance is to include the use, activities and operations in the Premises by the Tenant and any other Person. Such policies shall be written on a comprehensive basis with limits of not less than $5,000,000.00 for any one occurrence, or such higher limits as the Landlord may reasonably require from time to time. The Landlord, the Landlord’s property manager (if any) and the Mortgagee shall be named as additional insureds in such insurance policies;

(iv) tenant’s all risks legal liability insurance in an amount not less than the replacement cost of the Building;

(v) broad form comprehensive boiler and machinery insurance on a blanket repair and replacement cost basis with limits for each accident in an amount at least equal to the replacement cost (without depreciation) of all Leasehold Improvements and of all boilers, pressure vessels, heating, ventilating and air-conditioning equipment and miscellaneous electrical apparatus

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owned or operated by the Tenant (other than equipment owned by the Landlord) or by others (other than the Landlord) on behalf of the Tenant in the Premises or that relates to or serves the Premises, subject to an agreed amount clause. The Landlord and every Mortgagee shall be named as an additional insured. The Tenant is only required to carry such insurance if it has in the Premises equipment that would be covered by such insurance; and

(vi) any other form or forms of insurance as the Landlord may reasonably require from time to time in amounts and for perils against which a prudent tenant carrying on a similar business, acting reasonably, would protect itself in similar circumstances. Notwithstanding the foregoing, in no event shall the Tenant be required to take out or reimburse the Landlord for any insurance (other than the insurance described in Section 7.5(a)(ii)) against the Tenant’s failure or inability to pay Rent or against the insolvency of or lack of credit worthiness or the like of the Tenant.

(b) All policies of insurance referred to in this Section 6.2 shall include the following provisions:

(i) all policies shall be with insurers qualified to carry on business in the Province and who are acceptable to the Landlord;

(ii) the policies shall not be affected or invalidated by any act, omission or negligence of any Person which is not within the knowledge or control of the insured or additional insured thereunder;

(iii) all policies shall contain an undertaking by the insurers to give the Landlord not less than thirty (30) days’ prior written notice of any cancellation or other termination thereof, or any change which restricts or reduces the coverage afforded thereby;

(iv) contain a clause stating that the Tenant’s insurance policy will be considered as primary insurance and will not call into contribution any other insurance that may be available to the Landlord.

(c) All public liability insurance required pursuant to this section must contain a severability of interest clause and cross liability clause.

(d) All property and boiler and machinery insurance must:

(i) contain a dispute loss agreement clause if such insurance is with separate insurers;

(ii) name the Landlord as the first loss payee in respect of the Leasehold Improvements.

(e) Prior to the Commencement Date, and within 10 days following the Landlord’s written request from time to time, the Tenant shall furnish to the Landlord a certificate of insurance either:

(i) in the form attached as Schedule “D”; or

(ii) in a form which clearly evidences that the Tenant has taken out the insurance required by Section 6.2(a) and that such insurance: (A) complies with the requirements of Section 6.2; (B) does not prohibit and will not be invalidated, limited or otherwise restricted as a result of the releases given by the Tenant in this Lease; and (C) is acceptable to the Landlord,

and in either case, signed by the Tenant’s insurers or the authorized representative of the insurer. The Tenant shall provide written evidence of the continuation of such policies not less than 5 Business Days prior to their respective expiry dates. No review, approval or acceptance of any insurance policy or certificate by the Landlord will in any way alter the Landlord’s rights under this Lease or the Tenant’s obligations under this Section 6.2.

(f) Regardless of any other provision of this Lease to the contrary, the Tenant hereby releases and waives any and all Claims against the Landlord and the Landlord’s Representatives with respect to occurrences to be insured against by the Tenant in accordance with its obligations under this Lease and whether any such Claims arise as a result of the negligence or otherwise of the Landlord or the Landlord’s Representatives.

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(g) Regardless of any other provision of this Lease to the contrary, the Landlord hereby releases and waives any and all Claims against the Tenant and the Tenant’s Representatives with respect to occurrences to be insured against by the Landlord in accordance with its obligations under this Lease and whether any such Claims arise as a result of the negligence or otherwise of the Tenant or the Tenant’s Representatives.

(h) The Tenant shall not do or permit anything to be done upon the Premises whereby any policy of insurance against loss or damage to the Premises or against legal liability for damage to persons or property caused by the ownership, maintenance, use or occupancy of the Premises, or by reason of the conduct of any business carried on thereon, may be invalidated, and, for such purpose, upon receipt of notice in writing from any insurer of the Premises requiring the execution of works or a discontinuance of any operations in order to correct such situation, the Tenant shall comply therewith.

(i) The Tenant agrees that if:

(i) the Tenant fails to take out or keep in force any insurance coverage referred to in this Section 6.2; or

(ii) if any such insurance is not approved by the Landlord and the Landlord’s Mortgagees, acting reasonably,

and the Tenant does not rectify the situation within:

(iii) in the case of Section 6.2(i)(i), two (2) Business Days after written notice by the Landlord to the Tenant of such failure; or

(iv) in the case of Section 6.2(i)(ii), ten (10) Business Days, after written notice by the Landlord to the Tenant setting forth the Landlord’s objections,

then the Landlord shall have the right, without assuming any obligation in connection therewith, to effect such insurance coverage and shall have the right to recover all costs and premiums incurred in effecting such insurance coverage from the Tenant. In such event, the Tenant shall pay to the Landlord, as Additional Rent, the amount so paid by the Landlord within 30 days following the Tenant’s receipt of an invoice.

(j) In case of loss or damage under the Tenant’s insurance, the proceeds of insurance for the Leasehold Improvements in the Premises shall be and are hereby assigned and made payable to the Landlord as first loss payee. If the Tenant is not in default of its obligations under this Lease, the Landlord shall, upon the Tenant’s written request, release such proceeds to the Tenant in progress payments at stages determined by a certificate of the Landlord’s Expert stating that repairs to each such stage have been satisfactorily completed free of liens by the Tenant. If the Tenant is in default of its obligations under this Lease, the Landlord shall be entitled to retain such proceeds without liability to the Tenant for interest or otherwise until the default has been, in the reasonable opinion of the Landlord, remedied. If the Tenant fails to make such repairs, the Landlord may perform the repairs and apply the proceeds to the cost thereof. If the Lease is terminated upon the happening of any damage or any destruction as provided for in Section 8.7 or for any other reason, all such proceeds of insurance shall be retained by the Landlord for the Landlord’s own use.

6.3 MANAGEMENT, MAINTENANCE AND REPAIR BY THE TENANT

(a) Except for the Structure, which is the Landlord’s responsibility in accordance with Section 7.2, the Tenant shall during the Term, at its cost, by itself or by the use of agents, manage, maintain and keep in good order and condition (reasonable wear and tear excepted) the Land and the Building, and the appurtenances and equipment thereof, both inside and outside, including but not limited to fixtures, walls, windows, the Roof,

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vaults and similar devices, heating and air-conditioning equipment, sidewalks, landscaping, driveways, parking areas, yards and other like areas, water and sewer mains and connections, water, steam, gas, and electric pipes and conduits, and all other fixtures on the Land and the Building and machinery and equipment used or required in the operation thereof, whether or not enumerated herein, and shall, in the same manner and to the same extent as a prudent owner, make any and all necessary repairs, replacements, alterations, additions, changes, substitutions, and improvements, ordinary or extraordinary, foreseen or unforeseen, and keep the Building and aforesaid fixtures, appurtenances, and equipment fully usable for all of the purposes for which the Building were erected and constructed and the aforesaid fixtures, appurtenances, and equipment were supplied and installed. Such repairs shall be in all respects to a similar standard to the original work and material in the Building and aforesaid fixtures, appurtenances, and equipment.

(b) The Tenant shall be responsible for:

(i) the cost of maintaining the preventive maintenance contract on the HVAC system serving the Premises and for the cost of all repairs and replacements to the said HVAC system and, if reasonably requested by the Landlord, shall provide the Landlord with a copy of the HVAC preventative maintenance agreement with a qualified contractor and copies of any service work orders for any service completed on the HVAC system;

(ii) snow ploughing and removal and salting/sanding of driveways, parking areas and sidewalks on the Lands, all as would be done by a reasonably prudent owner; and

(iii) landscaping of all landscaped areas forming part of the Lands.

(c) The Landlord acknowledges that the Tenant may be contracting with third party service providers or consultants to carry out the Tenant’s management, maintenance and repair obligations of the Building as set out in this Lease.

6.4 ACCESS BY LANDLORD

(a) The Tenant shall permit the Landlord and its duly authorised agents or nominees, with or without workers and others, at all reasonable times, but without materially interfering with the Tenant’s business operations, to enter upon the Premises for the purpose of examining the state of repair, condition and use thereof, and to permit such entry after the Landlord shall have given forty-eight (48) hours’ notice in writing to the Tenant of such intended entry and examination and upon notice in writing of defect or want of repair being given by the Landlord acting reasonably to the Tenant, to cause the same to be repaired, within thirty (30) days from the date of the giving of such notice by the Landlord, or such longer period as may be reasonably required, provided that the Tenant is diligently proceeding with such repairs. If the Tenant shall at any time default in the performance or observance of any of the covenants in this Lease for or relating to the repair, maintenance, cleaning, renewal or decoration of the Premises or any part thereof and the Tenant fails to commence the bona fide rectification of such default within thirty (30) days after notice in writing from the Landlord acting reasonably, of default, or the Tenant thereafter fails to diligently proceed with such rectification, in respect of repair, maintenance, cleaning, renewal or decoration of the Premises, then the Tenant shall permit the Landlord and its duly authorised agents and nominees, with or without workers and others, and without prejudice to the Landlord’s right of re-entry, to enter into and upon the Premises and repair, decorate, clean and maintain the same at the expense of the Tenant, and shall repay to the Landlord on demand all reasonable third party costs and expenses, which shall be deemed to be Additional Rent, in respect of such repairs, maintenance, cleaning, renewal and decoration as aforesaid within 30 days following receipt of an invoice for such costs. When accessing the Premises pursuant to this Section 6.4, the Landlord shall comply with the Tenant’s reasonable security, safety and sanitary rules and regulations. The Landlord may also exercise its rights in Section 6.4(a) to enter the Premises to make such repairs and replacements as are the Landlord’s obligations under this Lease upon giving the Tenant forty-eight (48) hours’ notice in writing.

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(b) In order to effect any maintenance, repairs, replacements, alterations or improvements which are the Landlord’s obligation under this Lease, or which the Landlord is entitled to carry out pursuant to this Lease, the Landlord may, without any liability whatsoever and without thereby constituting an interference with the Tenant’s rights under this Lease or a breach by the Landlord of this Lease, and without thereby entitling the Tenant to any rights in respect thereof, temporarily suspend or modify the provision of utilities to the Premises. Except in the case of an emergency (real or apprehended), the Landlord shall consult with the Tenant to coordinate the timing of any such suspension.

(c) The Tenant is not entitled to any abatement in Rent as a result of the Landlord exercising its rights in this Section.

6.5 BUSINESS AND TRADE FIXTURES

The Tenant may install its usual business and trade fixtures in the usual manner in the Premises, provided such installation does not damage the Premises. All business and trade fixtures, equipment and other personal property owned or installed by the Tenant or its predecessors in or on the Premises (the “Tenant’s Assets”) may be removed by the Tenant, from time to time during the Term and shall be removed by the Tenant on the expiration or earlier termination of the Term. The Tenant, at its expense, shall repair any damage to the Premises caused by such removal. For clarity and without limiting the generality of the foregoing, the following items shall be considered as being included as part of the Tenant’s Assets:

(a) all interactive technology products and projectors;

(b) laboratory equipment and fixtures;

(c) computer Servers; and

(d) art work.

If the Tenant does not remove the Tenant’s Assets on the expiration or earlier termination of the Term, such Tenant’s Assets remaining on the Premises beyond the end of the Term (or such part of them as the Landlord may designate) will be deemed abandoned and become the property of the Landlord and the Landlord may use them, retain them, destroy them, sell them (on such terms as the Landlord may determine, which need not be reasonable) or otherwise deal with them in such manner as the Landlord determines in its sole and absolute discretion, all without any obligation, compensation or duty to account to the Tenant. For clarity, if the Landlord sells any such Tenant’s Assets in accordance with the foregoing, the Landlord will be entitled to retain all proceeds received from such sale for its own account and without any duty to account to the Tenant. Upon the expiry or earlier termination of the Term, the Landlord may also remove such of the Tenant’s Assets as the Landlord may designate and store them at the Tenant’s risk and expense. In any case, the Tenant shall indemnify and save harmless the Landlord for the costs of removing the Tenant’s Assets from the Premises and for the repair and restoration of the Premises caused by the removal of the Tenant’s Assets.

6.6 ALTERATIONS AND ADDITIONS

(a) Except as provided in Section 6.6(j), the Tenant shall not remove, alter, change or install any Leasehold Improvements or any make any alterations, additions or changes to the exterior of the Building or to the improvements on the Lands (collectively, “Alterations”) without, in any and every such case, having first:

(i) submitted plans and specifications thereof to the Landlord; and

(ii) obtained the prior written consent of the Landlord thereto, which consent shall not be unreasonably withheld or delayed.

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(b) All Alterations shall be done:

(i) in a good and workmanlike manner;

(ii) in accordance with the plans and specifications approved by the Landlord

(iii) at the sole cost of the Tenant;

(iv) in accordance with all applicable Laws; and

(v) with good quality materials.

(c) The Tenant is responsible for all costs incurred by the Landlord (including, without limitation, fees of architects, engineers and designers) incurred in dealing with Tenant’s request for Landlord’s consent to any Alterations, whether or not such consent is granted, and in inspecting and supervising any such Alterations. Such costs shall be paid by the Tenant to the Landlord within thirty (30) days following the Tenant’s receipt of an invoice for such costs.

(d) The Tenant shall obtain and pay for all required building and occupancy permits in respect of the Alterations. The Tenant may not commence any Alterations until it has provided the Landlord with copies of all required building permits.

(e) The Tenant shall, at its own cost and expense, take out or cause to be taken out any additional insurance coverage reasonably required by the Landlord to protect the respective interests of the Landlord and the Tenant during all periods when any Alterations are being performed.

(f) Any and all Leasehold Improvements, excluding the Tenant’s business and trade fixtures in or upon the Premises, whether placed there by the Tenant or the Landlord or a previous occupant of the Premises, shall, immediately upon such placement, become and shall thereafter remain the property of the Landlord without compensation therefor to the Tenant.

(g) Any Alterations made by the Tenant without the prior written consent of the Landlord or which are not in accordance with the drawings and specifications approved by the Landlord shall, if requested by the Landlord, be promptly removed by the Tenant at its expense and the Premises restored to their previous condition.

(h) Upon completion of any Alterations, the Tenant shall provide to the Landlord as-built drawings for the Premises and shall secure all applicable statutory declarations and certificates of inspection, approval and occupancy and provide evidence of same to the Landlord.

(i) Notwithstanding any consents granted by the Landlord to any proposed Alterations, such consents relate only to the general acceptability of the proposed Alterations and that by giving such consents, the Landlord shall not be deemed to have any direct or indirect interest, responsibility or liability with respect to such Alterations or the design, installation or maintenance of same or for the payment of same, all of which shall be the sole responsibility of the Tenant.

(j) Notwithstanding anything to the contrary contained in this Section, the Tenant shall have the right, without the need to first obtain the Landlord’s prior consent or approval, to install, repair or remove Leasehold Improvements in and to the Building or make any Alterations, provided that such interior repairs or replacements shall not: (A) require changes to the Structure; and (B) cost in excess of two hundred thousand dollars ($200,000) per Lease Year, and further provided that the Tenant otherwise complies with the terms of Sections 6.6(b)(i), (iii), (iv) and (v), (d) and (f).

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6.7 REMOVAL OF ALTERATIONS

Upon the expiration or earlier termination of this Lease, the Tenant shall:

(a) remove such of the Alterations, and such computer and telephone cabling in the Building, as the Landlord advises the Tenant in writing (either before or after the expiration of the Term) that it requires to be removed; and

(b) remove from the Premises all exterior and interior signs which the Tenant erected or had erected,

all such items being removed being called a “Removable Item” or “Removable Items”. Despite the foregoing, the Tenant is not required to remove any Removable Item if doing would contravene the terms of the Ground Lease. The Tenant shall, in the case of every removal of a Removable Item, either during or at the end of the Term, make good any damage caused to the Premises by the installation and removal of any Removable Item, reasonable wear and tear excepted, all at the Tenant’s sole cost and expense. The Tenant shall also, if required by the Landlord, restore the Premises to the condition in which it existed prior to the installation of the Alterations, reasonable wear and tear excepted, that the Landlord has required the Tenant to remove, including the restoration of such standard fixtures as may have been installed by the Landlord and which were removed or altered by the Tenant.

6.8 USE OF PREMISES

The Tenant may use the Premises for any lawful purpose that is permitted by the applicable zoning by-laws, provided the Tenant shall not, at any time during the Term or any renewal thereof, commit or suffer to be committed any waste upon the Premises.

6.9 SIGNS

(a) The Landlord confirms that the Tenant’s signage on the Building on the Commencement Date is acceptable to the Landlord.

(b) The Tenant shall be permitted to install, affix or exhibit upon any part of the Premises and the Building any Signs, provided such Signs comply at all times with the requirements of any lawful Authority having jurisdiction over the same and provided that the Tenant obtains the Landlord’s prior written consent to the installation of such Signs. If any Sign no longer complies with the terms of the requirements of any lawful Authority having jurisdiction over the same, then the Tenant shall remove same at its sole cost and expense within 30 days following the date that such Sign ceases to so comply.

6.10 OVERLOADING

The Tenant shall not place in the Building any heavy machinery or equipment which would exceed the floor load capacity of the Building. If damage is caused to the Building or to the Land by the act, neglect, fault, want of skill, or misuse of or by the Tenant or its agents, employees, contractors or others for whom it is in law responsible, the Tenant shall repair the damage.

6.11 ENVIRONMENTAL CONTAMINANTS

(a) The Tenant shall use the Premises only in compliance with all Environmental Laws.

(b) The Tenant shall promptly provide to the Landlord a copy of any environmental site investigation, assessment, audit or report relating to the Premises, conducted by or for the Tenant at any time.

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(c) The Tenant shall promptly provide to the Landlord on reasonable request such written authorisations as the Landlord may reasonably require from time to time to make inquiries of any Authorities regarding the Tenant’s compliance with Environmental Laws.

(d) On the expiry or earlier termination of this Lease, the Tenant shall remediate any contamination of the Premises resulting from Environmental Contaminants brought onto, used or released from the Premises during the Term, unless caused by the Landlord or the Landlord’s Representatives. The Landlord shall provide the Tenant with any required access to the Premises so that the Tenant may perform these obligations promptly at its own cost and in accordance with Environmental Laws. The Tenant shall provide to the Landlord full information with respect to any remedial work performed pursuant to this Section and shall comply with the Landlord’s reasonable requirements with respect to such work. The Tenant shall use a qualified environmental consultant to perform any required remediation. The Tenant shall, at its own cost, obtain such approvals and certificates in respect of the remediation as are required under Environmental Laws to evidence completion of the remediation satisfactory to the applicable governmental authority having jurisdiction in connection with the relevant Environmental Laws. All such Environmental Contaminants shall remain the property of the Tenant, notwithstanding any rule of law or other provision of this Lease to the contrary and notwithstanding the degree of their affixation to the Premises.

(e) The Tenant shall indemnify the Landlord and its directors, officers, shareholders, employees, agents, successors and assigns, from any and all Claims suffered or incurred by any of them (including, without limitation, the cost of remediation of the Premises and any adjacent properties) arising from or in connection with any breach of or non-compliance with the provisions of this Section 6.11 by the Tenant.

(f) The obligation of the Tenant to undertake clean-ups, to make repairs, obtain approvals and certificates, or otherwise comply with the obligations under this Section 6.11 shall survive the expiry or earlier termination of this Lease.

6.12 ABATE NUISANCE

Upon written notice to the Tenant from the Landlord or from any lawful authority having jurisdiction requiring the abatement of any unlawful nuisance caused by unlawful vibration, noise or smell or by any unlawful emission of smoke, vapour or dust caused by the Tenant, the Tenant shall forthwith abate such nuisance accordingly.

6.13 ASSIGNMENT AND SUBLETTING

(a) Subject to Section 6.13(b), Tenant may not effect a Transfer without the prior written consent of the Landlord in each instance, which consent will not be unreasonably or arbitrarily withheld and the decision as to whether or not such consent will be given will not be unreasonably delayed. The consent by the Landlord to any Transfer to a Transferee, if granted, shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. This prohibition against a Transfer is to be construed so as to include a prohibition against any Transfer by operation of law. No Transfer shall take place by reason of a failure by the Landlord to reply to a request by the Tenant for consent to a Transfer.

(b) Despite Section 6.13(a), the Tenant may assign this Lease or sublet or license the whole or any part of the Premises:

(i) to an Affiliate of the Tenant, in which case the Tenant shall continue to be liable to the Landlord for payment of all amounts payable by the Tenant to the Landlord under this Lease;

(ii) to a successor of the Tenant by amalgamation or merger with an Affiliate of the Tenant or other corporate reorganization, in which case the Tenant shall continue to be liable to the Landlord for payment of all amounts payable by the Tenant to the Landlord under this Lease; or

(iii) in the case of an assignment or subletting, to a Tenant’s Lender as security for a bona fide borrowing by the Tenant (which may include a mortgage of this Lease),

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(such Persons being called a “Permitted Transferee”) without the Landlord’s consent (a “Permitted Transfer”), provided that:

(iv) prior to the date of the Permitted Transfer:

(A) the Tenant provides the following to the Landlord:

(I) written notice of its intention to effect a Permitted Transfer and the name of the Permitted Transferee to whom the Permitted Transfer is to be made;

(II) evidence reasonably satisfactory to the Landlord that the Permitted Transferee qualifies as being a Permitted Transferee; and

(III) a copy of the document giving effect to the Permitted Transfer;

(B) if requested by the Landlord, the Tenant and the Permitted Transferee execute an agreement with the Landlord in which the Permitted Transferee agrees to be bound by all of the Tenant’s Covenants insofar as they relate to the portion of the Premises which is the subject-matter of the Permitted Transfer (but no Permitted Transferee has to covenant with the Landlord to pay the Rent unless the Permitted Transferee is an assignee) as if such Permitted Transferee had originally executed this Lease as tenant. If, however, the Permitted Transferee is a Lender, the Lender will have no obligation to observe or perform the Tenant’s Covenants until such time as the Lender realizes upon its security over the Lease, whereupon the Lender shall then be responsible for the observance performance of the Tenant’s Covenant as if such Permitted Transferee had originally executed this Lease as tenant and for rectifying all defaults of the Tenant under this Lease and which are capable of being rectified by a third party; and

(C) the Tenant pays the Landlord for all reasonable legal expenses incurred by the Landlord in dealing with the Permitted Transfer;

(v) the Tenant is not in default of any of the Tenant’s Covenants in respect of which the Landlord has given the Tenant written notice and the Tenant is not diligently proceeding to rectify the default specified in such written notice;

(vi) there is not an outstanding Event of Default;

(vii) the provisions of Sections 6.13(e), 6.13(g), 6.13(h)(ii), 6.13(j) and 6.13(l) apply; and

(viii) the Permitted Transferee retains at all time the characteristic that made it a Permitted Transferee at the time of the Permitted Transfer. Upon the Permitted Transferee losing such characteristic, the Tenant shall be deemed to be in default of its obligations in Section 6.13, unless it complies with the provisions of this Section 6.13 (other than this Section 6.13(b)).

(c) Notwithstanding the fact that the Landlord may not unreasonably withhold its consent to a Transfer, the Landlord will be considered to be reasonably withholding its consent if its reason or reasons for doing so is or are based upon all or any of the following factors:

(i) any applicable factor which a court of law in the Province of Alberta would consider to be reasonable for a landlord of a commercial property of a similar nature and circumstance;

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(ii) the Tenant is in default of any of the Tenant’s Covenants in respect of which the Landlord has given the Tenant written notice and the Tenant is not diligently proceeding to rectify the default specified in such written notice;

(iii) there is an outstanding Event of Default;

(iv) a proposed change in the use of the Premises to other than the Permitted Uses;

(v) the Transferee not having, in the Landlord’s opinion, a satisfactory financial covenant.

(d) If the Tenant intends to effect a Transfer, in whole or in part, the Tenant shall provide the Landlord with prior written notice of its intention to effect a Transfer, which written notice shall set out the name of the proposed Transferee and its principals and be accompanied by such information regarding the proposed Transferee as the Landlord may reasonably require in order to determine whether or not to consent to the proposed Transfer, including, without limitation, information concerning the principals of the Transferee, a detailed breakdown of the proposed Transferee’s, and its principals’, prior business experience, complete credit, financial and business information regarding the proposed Transferee and its principals and a copy of all documents and agreements relating to the proposed Transfer. The Landlord will, within fifteen (15) days after having received such written notice and all such necessary information, notify the Tenant in writing either that it consents (subject to the Tenant complying with all of the provisions of this Section on its part to be complied with) or does not consent to the Transfer.

(e) If there is a Transfer of this Lease, the Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to this Lease, but no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the obligation to obtain the Landlord’s consent to a Transfer, or the acceptance of the Transferee as tenant, or a release of the Tenant from the further performance by the Tenant of the Tenant’s Covenants.

(f) Any document evidencing an assignment shall be prepared by the Landlord or its solicitors. Any document evidencing the Landlord’s consent to a Transfer shall be prepared by the Landlord or its solicitors.

(g) All reasonable legal and expenses incurred by the Landlord with respect to a request by the Tenant for the Landlord’s consent to a proposed Transfer will be promptly paid by the Tenant to the Landlord, and, in any event, prior to the Landlord giving its consent. For clarity, such costs shall be paid by the Tenant whether or not the Landlord consents to the proposed Transfer if requested by the Landlord.

(h) Every Transfer shall be conditional upon the Tenant and the Transferee executing an agreement with the Landlord providing for the following:

(i) the Transferee’s agreement to be bound by all of the Tenant’s Covenants by all of the Tenant’s Covenants insofar as they relate to the portion of the Premises which is the subject-matter of the Permitted Transfer (but no Permitted Transferee has to covenant with the Landlord to pay the Rent unless the Permitted Transferee is an assignee) as if such Permitted Transferee had originally executed this Lease as tenant; and

(ii) if the Transferee is not an assignee, the Transferee’s agreement that, at the Landlord’s option, all of the Transferee’s right, title and interest in and to the Premises absolutely terminates upon the surrender, release, disclaimer or merger of this Lease, despite the provisions of any Laws to the contrary.

(i) If, as a result of any Transfer, the Tenant is entitled, directly or indirectly, as a result of such Transfer to receive a rent, payment, fee or any other consideration, in the form of cash, negotiable instrument, goods, services or in other form whatsoever, which is greater than the Basic Rent payable hereunder to the Landlord, then the Tenant shall pay one-half of any such excess to the Landlord forthwith within 10 days after receipt

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thereof by the Tenant from time to time. The Tenant shall immediately make available to the Landlord upon reasonable request, all of the Tenant’s books, records and documentation so as to enable the Landlord to verify the receipt or the amount of any such excess.

(j) If this Lease is disclaimed or terminated by any trustee in bankruptcy of any Transferee or by the Transferee in accordance with its rights under the Bankruptcy and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada), the Tenant shall not be released from its obligations under this Lease, as amended by the document affecting the Transfer, and the Tenant shall, from the date of such disclaimer or termination, continuously, actively and diligently carry on business in the Premises pursuant to the terms of this Lease for the balance of the Term. The Tenant’s obligations under this section shall survive any such disclaimer or termination.

(k) The Tenant agrees that the Landlord shall have no liability for any losses, damages (direct, indirect, consequential, economic or otherwise), costs or expenses incurred by the Tenant as a result of the Landlord unreasonably withholding its consent to any Transfer. The Tenant further acknowledges and agrees that the Tenant’s only remedy in respect of the Landlord unreasonably withholding its consent to a proposed Transfer shall be to bring an application to the courts for a declaration that such Transfer should be allowed.

(l) Regardless of any Transfer permitted or consented to by the Landlord, the Tenant shall not be released from its obligation to observe and perform all of the Tenant’s Covenants and the Tenant and the Transferee shall be jointly and severally liable for the performance of the Tenant’s Covenants.

(m) The Landlord acknowledges that the following lease agreement and service provider agreement (together the “Current Agreements”) are currently in effect in the Building:

(i) Lease Agreement dated June 1, 2008 between Smart Technologies ULC, as landlord and Kids & Company Ltd. (“Kids & Co.”), as tenant, with a term of five (5) years commencing on January 1, 2009 and expiring on December 31, 2014, subject to an extension term expiring on December 31, 2019.; and

(ii) Food Services Management Agreement between SMART Technologies ULC and Fresh Selects Enterprises Inc. (“Fresh”), as service provider, dated September 26, 2008.

The Landlord acknowledges and agrees that the Current Agreements shall remain in force and effect during the respective terms and renewals or extensions thereof set out therein, shall not be assigned to the Landlord and that the Tenant shall be permitted to agree to any amendments to such Current Agreements directly with Kids & Co. and Fresh, without the consent of the Landlord, provided any such amendments are not contradictory to the terms of this Lease.

6.14 CORPORATE OWNERSHIP

(a) Subject to Section 6.14(c), if the Tenant is a corporation, or if the Landlord consents to an assignment of this Lease to a corporation, any transfer or issue by sale, assignment, bequest, inheritance, operation of law or other disposition, or by subscription, from time to time of all or any part of the corporate shares of the Tenant or of any direct or indirect parent corporation of the Tenant which results in any change in the present effective voting control of the Tenant by the Person holding such voting control at the date of execution of this Lease (or at the date an assignment of this Lease to a corporation is permitted) will be deemed a Transfer and the provisions of Section 6.13 will apply, mutatis mutandis, to the fullest extent possible even though there will not be a Transferee.

(b) If the Tenant does not acquire the prior written consent of the Landlord as required by Section 6.14(a), then without limiting any of the Landlord’s rights and remedies against the Tenant, the Landlord may terminate this Lease upon 5 days’ written notice to the Tenant given up to 60 days after the date the Landlord becomes aware of the change of change of control contemplated by Section 6.14(a). The Tenant shall make available to the Landlord, or its lawful representatives, all corporate books and records of the Tenant for inspection at all reasonable times, in order to ascertain whether there has been any change in control.

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(c) The preceding provisions of this Section 6.14(a) do not, however, apply to the Tenant if at such time:

(i) the Tenant is a public corporation whose shares are traded and listed on any recognized stock exchange in Canada or in the United States; or

(ii) the Tenant is a private corporation but is controlled by a public corporation defined as aforesaid.

6.15 NO ADVERTISING OF THE PREMISES

The Tenant shall not print, publish, post, display or broadcast any notice or advertisement to the effect that the Premises are for lease or for sale or otherwise advertise the proposed sale or lease of the whole or any part of the Premises and shall not permit any broker or other party to do any of the foregoing, unless the complete text and format of any such notice, advertisement or offer is first approved in writing by the Landlord. Without in any way restricting or limiting the Landlord’s right to refuse any text or format on other grounds, no text proposed by the Tenant shall contain any reference to the rental rate of the Premises.

6.16 EASEMENTS

The Tenant shall not, without the prior written consent of the Landlord, permit any encroachment, right of way, easement, licence or other encumbrance to be made or acquired into, against or upon the Building or the Land or any part thereof. The Landlord’s consent shall not be unreasonably withheld or delayed.

6.17 LIENS

The Tenant shall use commercially reasonable efforts to ensure that no claim of lien shall be filed in respect of any work which may be carried out by it or on its behalf on the Premises and, if a claim of lien shall be filed in respect of any such work, the Tenant shall take all necessary steps to have the claim of lien cancelled and discharged from the title to the Land within thirty (30) days of the date the Tenant has knowledge of such filing and the Tenant shall indemnify and save harmless the Landlord from any and all loss, cost, expense, damage and liability in respect of such claim of lien. If the Tenant fails to effect any such discharge within such thirty (30) day period, the Landlord, in addition to any right or remedy, may discharge any claim of lien from the Land by paying the amount claimed to be due or by producing a discharge of such liens in each case by deposit in the appropriate court. In any such event the Tenant shall forthwith pay to and reimburse the Landlord for all money reasonably expended by the Landlord and all reasonable costs and expenses incurred by the Landlord.

6.18 EXHIBIT PREMISES

(a) The Landlord shall have the right to exhibit the Premises upon two (2) Business Days’ prior written notice to:

(i) prospective tenants or, if applicable, subtenants (and their duly appointed agents), during the six (6) month period prior to the Expiry Date of the Term, unless there is an Event of Default by the Tenant, in which case, at any time; and

(ii) the Landlord’s Mortgagees, prospective mortgagees, any prospective purchaser of the whole or any part of the Landlord’s interest in the Premises, the Landlord’s insurers, or potential insurers, the Landlord’s risk managers and such other Persons as the Landlord reasonably determines (and their duly appointed agents);

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and for such purposes the Landlord shall have the right of entry to the Premises at any reasonable time, but without interfering with the Tenant’s business operations, and the Tenant, at its option, may have an employee or representative present at the time of such entry.

(b) In respect of any matters referred to in this Lease whereby the Landlord shall have access to the Premises, and in carrying out any such rights, the Landlord shall give reasonable Notice to the Tenant prior to such entry (other than in the case of an emergency or security risk or apprehended emergency or security risk in which event no prior notice shall be required but the Landlord should give prompt Notice of such entry) provided that such access to the Premises by the Landlord shall be on the basis that the Landlord shall be accompanied by a representative of the Tenant at all times to the extent practicable, but, for clarity, if the Tenant fails to provide a representative, the Landlord may still have access to the Premises.

6.19 REGISTRATION OF LEASE

The Tenant may, at its cost, register this Lease or a notice thereof against the title or leasehold title to the Land and the Landlord shall execute such further documentation as may be necessary to this end, provided same is acceptable to the Landlord, acting reasonably. The Tenant’s Lender may, at its cost, register a mortgage or other security instrument against the form of lease registered against the title or leasehold title to the Land and the Landlord shall execute such further documentation as may be reasonably necessary to such end, provided same is acceptable to the Landlord, acting reasonably. Such documentation shall be subject to the Landlord’s approval, such approval to be obtained prior to the relevant documentation being registered on title to the Lands. The Tenant shall, at its sole cost and expense, discharge any documentation which it registers on title to the Lands within thirty days (30) days following the expiration or earlier termination of this Lease, failing which the Landlord (or its lawyers) may do so and the Tenant hereby:

(a) consents to the Landlord and the Landlord’s lawyers signing those documents necessary to discharge such documentation (and, in the case of the Landlord’s lawyers, making all legal statements which are required to be made in order to obtain such discharge);

(b) releases all Claims which it may have against the Landlord and the Landlord’s lawyers for discharging such documentation in accordance with the provisions of this section; and

(c) agrees to reimburse the Landlord for all reasonable costs incurred by the Landlord in discharging such documentation, same to be paid by the Tenant to the Landlord within 30 days following the Tenant’s receipt of an invoice from the Landlord.

6.20 COMPLIANCE WITH LAWS

The Tenant shall, at its sole cost, do, observe and perform all of its obligations and all matters and things necessary or expedient to be done, observed or performed by the Tenant by virtue of any Laws or lawful requirements of any Authority or any public utility or railway company lawfully acting under statutory authority and all demands and notices in pursuance thereof whether given to the Tenant or the Landlord and in any manner or degree affecting the exercise or fulfillment of any right or obligation arising under or as a result of this Lease and affecting the Premises, the use of the Premises by the Tenant or the conduct of any business in the Premises or the making of any repairs, replacements, alterations, additions, changes, substitutions or improvements of or to the Premises (other than the Structure). If any such demand or notice is given lawfully requiring the execution of replacements, alterations, additions, changes, substitutions or improvements of or to the Premises (other than the Structure), then:

(a) if such notice is given to the Tenant, the Tenant shall promptly deliver the same or a true copy thereof to the Landlord and the Tenant shall promptly, at its own expense, execute to the satisfaction of the Landlord and the person giving such notice all such work as the Landlord may approve in writing in order to comply with the requirements of the said notice; or

(b) if such notice is given to the Landlord, the Landlord shall notify the Tenant and thereupon the Tenant shall, at its own expense, promptly execute to the satisfaction of the Landlord and the person giving such notice all such works as the Landlord and the Person giving such notice may require in order to comply with the requirements of the said notice.

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6.21 PROVIDE FINANCIAL INFORMATION

Whenever any of the Landlord’s actual or potential Mortgagees, in connection with any financing of the Land or the Building or any part thereof, or any actual or potential purchaser of the Landlord or the Landlord’s interest in the Premises (a “Purchaser”), requires information relating to the financial position of the Tenant, then the Tenant, within five (5) Business Days after receipt by it of a notice in writing from the Landlord requesting such information, shall furnish directly to such Mortgagee or Purchaser copies of the then existing financial statements of the Tenant (or consolidated financials of its parent company, as applicable) and the Indemnifier certified by the Tenant and the Indemnifier, respectively, including balance sheet and statements of profit and loss and surplus or deficit, in respect of each of the 3 years immediately preceding the year in which such notice is given, if Tenant was in existence for such period. All such information shall be used by such Mortgagees in connection with such financing only and by such Purchaser in connection with deciding whether or not to proceed with such purchaser, and shall be supplied to such Mortgagees or Purchaser, as the case may be, on the condition that the information be treated on a confidential basis and then only after such Mortgagee or Purchaser, as the case may be, has signed a reasonable form of confidentiality agreement.

6.22 SUBORDINATION AND NON-DISTURBANCE

(a) This Lease is and shall be subject, subordinate and postponed to all Landlord’s Mortgages to the intent that, without execution of any document other than this Lease, the Landlord’s Mortgages shall have priority over this Lease notwithstanding the respective dates of execution, delivery or registration thereof, provided the Landlord’s Mortgagee and any other mortgagee seeking priority over this Lease from time to time, shall provide the Tenant and the Tenant’s Lender with a non-disturbance agreement, in a form acceptable to the Landlord’s Mortgagee, the Tenant and the Tenant’s Lender, each acting reasonably, permitting the Tenant, or the Tenant’s Lender acquiring title to the Tenant’s interest in the Premises, to continue in quiet possession of the Premises in accordance with the terms of this Lease, notwithstanding any default by the Landlord under any Landlord’s Mortgage. Promptly upon execution of this Lease by the Tenant in respect of any Landlord’s Mortgages then registered against the title of the Land, the Landlord shall deliver to the Tenant from the Landlord’s Mortgagees an acknowledgement in writing addressed to the Tenant, whereby each such Landlord’s Mortgagee acknowledges that, in the event of any such Landlord’s Mortgagee realizing upon the security, it will not disturb the Tenant and will permit the Tenant to remain in possession under this Lease in accordance with its terms so long as there is not then a default by the Tenant.

(b) Without limiting the generality of the foregoing, the Tenant agrees to execute, within fifteen (15) days following the written request of the Landlord or a Landlord’s Mortgagee, any document in confirmation of such subordination, postponement and priority which the Landlord may reasonably request, provided that the Tenant receives a non-disturbance agreement of the type described in Section 6.22(a) from the relevant Landlord’s Mortgagee.

6.23 ATTORNMENT

Whenever required by any of the Landlord’s Mortgagees under any of the Landlord’s Mortgages, or in the event of an exercise by any of the Landlord’s Mortgagees of the power of sale in any of the Landlord’s Mortgages or its right of foreclosure, the Tenant shall attorn to and become, in each case, a tenant of such Landlord’s Mortgagee or any purchaser from such Landlord’s Mortgagee for the then unexpired residue of the Term upon all of the terms and conditions hereof, provided that the Tenant’s use and occupation of the Premises are not disturbed and further provided that the Landlord’s Mortgagee or such purchaser recognizes the Tenant as the tenant under this Lease. The Tenant shall execute promptly such documentation required to carry out the intent of this Section 6.23.

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6.24 ESTOPPEL CERTIFICATE

The Landlord or Tenant shall at any time and from time to time upon ten (10) Business Days’ prior notice from the other execute and deliver to the requesting party and such other addressees as reasonably requested by such requesting party, a statement in writing confirming the terms of this Lease, certifying:

(a) that this Lease is unmodified and in full force and effect (or, if modified, stating the modifications and that the same is in full force and effect as modified);

(b) the amount of the Rent then being paid hereunder;

(c) the dates to which the Rent and other charges hereunder have been paid;

(d) whether, to the knowledge of the party providing such certificate, the parties have complied with all the terms of this Lease (but, in the case of the Landlord, the Landlord will be under no obligation to carry out any inspection of the Premises in connection with the provision of such statement and may state in such certificate that it has not done so);

(e) whether there are any outstanding set-offs or equities disclosed or undisclosed as between the Landlord and the Tenant;

(f) whether any money other than a maximum of one month’s Rent in accordance with the provisions of the Lease has been prepaid by the Tenant to the Landlord; and

(g) any other reasonable particulars regarding this Lease and/or the Premises that the requesting party may require.

6.25 INDEMNIFY LANDLORD

Subject to Section 6.2(g), the Tenant shall indemnify the Landlord and save it harmless from and against any and all Claims in connection with:

(a) all Claims of the Tenant and Persons permitted by it to be on the Premises by reason of the suspension, non-operation, or failure for any period of time of any Utilities, heating, ventilating, air-conditioning or humidity control, except to the extent arising as a result of the negligence of the Landlord or the Landlord's Representatives;

(b) the failure of the Tenant to observe and perform any of the Tenant’s Covenants;

(c) the occupancy or use by the Tenant of the Premises, including, without limitation, the conduct and operation by the Tenant of its business on the Premises;

(d) any Environmental Contaminant being brought into, produced or maintained in, or discharged from, the Premises during the Term, unless the Landlord or the Landlord’s Representatives are responsible for such Environmental Contaminant being on the Premises; and/or

(e) any occurrence on the Premises however caused, except to the extent caused by the Landlord or any of the Landlord’s Representatives.

If the Landlord, without actual fault on its part, is made a party to any litigation commenced by or against the Tenant, the Tenant shall protect and hold the Landlord harmless and shall pay all costs and expenses, including all legal expenses, incurred or paid by the Landlord in connection therewith.

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6.26 DEPOSIT

(a) The Tenant shall provide the Landlord with a security deposit in the amount of $450,000.00 (the “Deposit”) contemporaneously with the Tenant’s execution of this Lease. Such obligation may be satisfied by the Tenant providing to the Landlord an irrevocable letter of credit (the “Letter of Credit”) which must:

(i) be issued by a Canadian chartered bank or other financial institution acceptable to the Landlord (the “Issuing Institution”);

(ii) be in the amount of the Deposit;

(iii) be in a form acceptable to the Landlord; and

(iv) be for a term of 1 year with automatic renewals or extensions for successive periods of 1 year.

(b) The Landlord will hold the Deposit to secure the fulfilment of all of the Tenant’s Covenants (including, without limitation, the payment of all amounts payable by the Tenant under this Lease) and all damages and losses which the Landlord may suffer or incur as a result of this Lease being terminated by the Landlord or disclaimed in any bankruptcy or insolvency proceedings relating to the Tenant or any assignee of the Tenant, including, without limitation, all amounts which would have been payable under this Lease but for such termination or disclaimer. Without limiting the generality of the foregoing, the Deposit shall secure and may, at the Landlord’s option, be applied on account of any one or more of the following:

(i) unpaid Rent, including, without limitation, any amount which would have become payable under this Lease to the date of the expiry of this Lease had this Lease not been terminated or disclaimed in any bankruptcy or insolvency proceedings;

(ii) the prompt and complete performance of all of the Tenant’s Covenants in addition to the payment of Rent;

(iii) the indemnification of the Landlord for any losses, costs or damages incurred by the Landlord arising out of any failure by the Tenant to observe and perform any of the Tenant’s Covenants;

(iv) the performance of any obligation which the Tenant would have been obligated to perform to the date of the expiry of this Lease had this Lease not been terminated or disclaimed in any bankruptcy or insolvency proceedings; and

(v) the losses or damages suffered by the Landlord as a result of the termination of this Lease or the disclaimer of this Lease in any bankruptcy or insolvency proceedings.

Upon the Tenant failing to observe or perform any of the Tenant’s Covenant or upon the occurrence of an Event of Default, the Landlord may, in addition to any other rights and remedies provided for in this Lease or by law, appropriate and apply the entire Deposit, or so much thereof as the Landlord in its sole and absolute discretion deems necessary to compensate the Landlord for the matters described in Sections 6.26(b)(i) to 6.26(b)(v).

(c) The Landlord may draw on the Letter of Credit by delivering to the Issuing Institution a written demand for the amount being drawn by the Landlord, together with a certificate signed by an officer of the Landlord stating that the Landlord is entitled to draw the amount stated in the said written demand (an “Entitlement Certificate”).

(d) The entire amount of the Letter of Credit is payable to the Landlord upon:

(i) the bankruptcy of the Tenant, notwithstanding any disclaimer of this Lease by a trustee in bankruptcy;

(ii) the Tenant taking the benefit of any statute for bankrupt or insolvent debtors or making any proposal, assignment or arrangement with its creditors; or

(iii) the Tenant electing to terminate this Lease in connection with a proposal made by the Tenant under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada) or any other statute allowing the Tenant to terminate this Lease,

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as liquidated damages representing the parties genuine pre-estimate of the minimum amount of damages which the Landlord is deemed to have suffered as a result of the occurrence of any of the foregoing events. Upon the occurrence of any of the foregoing events, the Landlord may draw upon the entire Letter of Credit by delivering to the Issuing Institution a written demand for the entire amount of the Letter of Credit together with an Entitlement Certificate.

(e) The entire amount of the Letter of Credit is payable to the Landlord (and will be held by the Landlord on the terms contained in this section) if the Landlord is advised by the Issuing Institution that it is electing not to extend or renew the Letter Credit and the Landlord is entitled to have a Deposit, unless the Tenant provides the Landlord with a replacement letter of credit in a form acceptable to the Landlord at least 15 days prior to the expiry of the Letter of Credit. Upon the Landlord being so advised and the Tenant failing to provide the Landlord with such a replacement letter of credit within the time specified above, the Landlord may draw upon the entire amount of the Letter of Credit by delivering to the Issuing Institution a written demand for the entire amount of the Letter of Credit together with an Entitlement Certificate. The Landlord shall then hold the amount so drawn as the Deposit. If the Landlord has drawn down on the Letter of Credit pursuant to this Section 6.26(e) and the Tenant subsequently delivers a new irrevocable letter of credit from an Issuing Institution in a form acceptable to the Landlord and in an amount equal to the amount so drawn by the Landlord, then the Landlord shall return to the Tenant the amount so drawn within 10 Business Days following the Landlord’s receipt of such new letter of credit.

(f) If the Landlord draws upon the Deposit (except in accordance with Section 6.26(e)), the Tenant shall, within 10 days following written demand being made by the Landlord, provide the Landlord with:

(i) if the Landlord has drawn upon the Letter of Credit, a new irrevocable letter of credit in the same form as the original Letter of Credit and in an amount such that the undrawn amount of all of the letters of credit provided by the Tenant to the Landlord equals the sum of the original Letter of Credit and the Landlord shall hold such new letter of credit upon the same terms as the original Letter of Credit; and/or

(ii) if the Landlord has drawn upon any cash portion of the Deposit being held by the Landlord, the Tenant shall upon notification by the Landlord pay to the Landlord the amount required to reimburse it for the amount so applied.

(g) If the Landlord has not drawn upon the Deposit in accordance with this section during the first 5 years of the Term, then the provisions of this Section 6.26 will cease to have effect, except that the Landlord shall, within 10 Business Days following the fifth anniversary of the Commencement Date, return the Deposit to the Tenant.

(h) If section 6.26(g) is not applicable, then within 60 days following the expiration of this Lease, the Landlord shall refund to the Tenant any unused portion of the Deposit.

(i) The Landlord will be discharged from any liability to the Tenant with respect to the Deposit if it is transferred to any purchaser of the Landlord’s interest in the Premises or Lease. The Tenant is responsible for any fees charged by the Issuing Institution in connection with any such transfer.

(j) The Landlord is not required to pay interest to the Tenant on any part of the Deposit.

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(k) The provisions of this section shall be deemed to be a separate agreement distinct and independent of this Lease and which shall survive the termination of this Lease or the disclaimer of this Lease in any bankruptcy or insolvency proceedings. Accordingly, the rights of the Landlord under this section shall continue in full force and effect and shall not be waived, released, discharged, impaired or affected by reason of the termination of this Lease by the Landlord or the disclaimer of this Lease in any bankruptcy or insolvency proceedings.

(l) This Section 6.26 is deemed to be a separate agreement distinct and independent of this Lease and which will survive the termination of this Lease or the disclaimer of this Lease in any bankruptcy or insolvency proceedings. Accordingly, the rights of the Landlord under this Section 6.26 will continue in full force and effect and will not be waived, released, discharged, impaired or affected by reason of the termination of this Lease or by the disclaimer of this Lease in any bankruptcy or insolvency proceedings.

7. LANDLORD’S COVENANTS

The Landlord covenants with the Tenant as follows:

7.1 QUIET ENJOYMENT

The Landlord covenants with the Tenant that provided the Tenant pays the Rent hereby reserved and is not in default beyond any applicable cure periods pursuant to this Lease, the Tenant shall and may peaceably possess and enjoy the Premises for the Term hereby granted, without interruption or disturbance from the Landlord, or any Person or Persons lawfully claiming by, from or under it. For clarity, the exercise by the Landlord of its rights hereunder or at law will not constitute a breach of this Section.

7.2 LANDLORD REPAIR

(a) The Landlord covenants with the Tenant to maintain and repair the Structure as would a prudent owner of a similar building, subject to Section 8.7 and except for normal wear and tear. The Landlord will be responsible for the costs of such maintenance and repairs unless such maintenance or repair is required due to the act or omission or negligence of the Tenant or the Tenant’s Representatives, in which case the Tenant shall, subject to Section 6.2(g), pay such costs to the Landlord within 30 days following the date that the Landlord provides the Tenant with an invoice for such amount.

(b) If the Landlord shall at any time default in the performance or observance of any of the covenants in Section 7.2(a) and fails to commence to complete the necessary maintenance or repairs within 30 days following receipt of a written notice from the Tenant specifying the maintenance or repairs which the Landlord is in default of making (the “Notice Repairs”), or thereafter fails to diligently proceed to make the Notice Repairs, then the Tenant and the Tenant’s Representatives may, without prejudice to the Tenant’s other rights, make the Notice Repairs. The Tenant shall act as a reasonably prudent owner in making the Notice Repairs. The Landlord shall reimburse the Tenant for the reasonable cost of making the Notice Repairs which it was entitled to make pursuant this Section within 30 days following the date that the Tenant advises the Landlord of such costs and provides the Landlord with copies of paid invoices evidencing such costs and a certificate from the Tenant’s contractor saying that the Notice Repairs have been completed in a good and workmanlike fashion and in compliance with all applicable Laws and that all costs in connection with the Notice Repairs have been paid.

7.3 INDEMNIFY TENANT

Subject to Section 6.2(f), the Landlord shall indemnify and save harmless the Tenant from and against any and all Claims which may be suffered or incurred by the Tenant as a result of:

(a) the Landlord failing to observe and perform the Landlord’s Covenants; and/or

(b) in connection with any Injury, loss or damage to property arising from or out of any occurrence upon or at any part of the Premises arising out of wilful act or negligence of the Landlord or the Landlord’s Representatives.

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If the Tenant, without actual fault on its part, is made a party to any litigation commenced by or against the Landlord, the Landlord shall protect and hold the Tenant harmless and shall pay all costs and expenses, including all legal expenses, incurred or paid by the Tenant in connection therewith.

7.4 LANDLORD’S SIGNS

The Landlord may at any time during the:

(a) last 6 months of the Term, place upon the Premises a sign stating that the Premises are “For Lease”;

(b) Term, place upon the Premises a sign stating the Premises are “For Sale”.

Such signs shall be of reasonable dimensions and shall be reasonably placed so as not to interfere with the Tenant’s business, and the Tenant shall not remove such signs, or permit same to be removed.

7.5 LANDLORD’S INSURANCE

(a) The Landlord shall effect and maintain during the Term:

(i) “all-risks” property insurance on the Building and all property owned by the Landlord relative to the Building for an amount not less than replacement cost thereof from time to time (including foundations), against loss or damage by perils or hereafter from time to time embraced by or defined in a standard all-risk insurance policy including but not limited to fire, explosion, impact by air craft or vehicles, lightning, riot, vandalism, malicious acts, smoke, leakage from defective equipment, wind storm, hail, collapse, flood or earthquake;

(ii) “all-risk” rent and rental value insurance insuring loss of insurable gross profits attributable to the perils insured against by the Landlord pursuant to Section 7.5(a)(i), including loss of the Rent payable under this Lease, for an indemnity period of not less than 12 months;

(iii) commercial general liability insurance on an occurrence basis covering all authorized employees, subcontractors and agents while working on behalf of the Landlord. Such policy shall contain a limit of not less than $5,000,000.00 per occurrence and in the aggregate; and

(iv) any other form or forms of insurance as the Landlord may reasonably require from time to time for insurance risks and in amounts against which a prudent landlord of buildings similar to the Building in Calgary would protect itself.

(b) All such insurance policies may contain such deductibles as would be carried by a prudent owner of a similar building having regard to size, age and location (the “Landlord Deductibles”).

(c) The Tenant is responsible for the cost of the Landlord’s insurance, including the cost of the Landlord Deductibles, and the Tenant shall pay such costs within 30 days following receipt of an invoice, from time to time, for such costs. However, the Tenant is not required to pay for any deductible payable in connection with an insurance claim where the occurrence giving rise to such claim is an occurrence for which the Landlord is required to indemnify the Tenant pursuant to section 7.3.

(d) Despite the Landlord’s covenants in Section 7.5(a) and the Tenant’s payment of the costs of the Landlord’s insurance:

(i) no insurable interest is conferred upon the Tenant under any policies of insurance carried by the Landlord; and

(ii) the Tenant is not entitled to share in or receive the benefit of any portion of any insurance proceeds received by the Landlord.

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The Landlord is not accountable to the Tenant regarding the use of any insurance proceeds arising from any claim. Except for the release given by the Landlord to the Tenant pursuant to Section 6.2(g), if the Tenant wishes to receive indemnity by way of insurance for any property, work or thing whatever, the Tenant shall insure same for its own account and may not look to the Landlord for reimbursement or recovery in the event of loss or damage from any cause, whether or not the Landlord has insured same and recovered therefor.

8. MUTUAL COVENANTS, AGREEMENTS AND PROVISOS

AND IT IS HEREBY AGREED BY THE LANDLORD AND THE TENANT AS FOLLOWS:

8.1 ACTING REASONABLY

Whenever a party (the “Deciding Party”) is making a determination (including, without limitation, a determination of whether or not to provide its consent or approval where the Deciding Party’s consent or approval is required and whether or not reference is made to the Deciding Party making such determination in its sole discretion, or words of similar intent), opinion, request, approval, designation, calculation, estimate, conversion or allocation under this Lease (collectively, a “Decision”), the Deciding Party shall (unless this Lease specifically provides to the contrary) act reasonably and shall not unreasonably delay its decision on whether or not to give its consent. If the Deciding Party decides that it will not provide its consent or approval when requested to do so, it shall provide the party requesting such consent or approval (the “Requesting Party”) with the reasons for its refusal at the same time as it advises the Requesting Party that it refuses to provide its consent or approval. Even though specific sections of this Lease may specifically require a party to act reasonably or not act unreasonably (or words of similar intent) in making a Decision, the absence of such a specific requirement in other sections of this Lease requiring a party to make a Decision will not negate the provisions of this section or be interpreted as though the provisions of this section do not apply to the making of such Decision.

8.2 APPROVAL IN WRITING

Wherever a parties’ consent is required to be given under this Lease or wherever a party must approve any act or performance by the other party, such consent or approval, as the case may be, will not be effective unless it is in writing.

8.3 DELEGATION OF AUTHORITY

The Landlord’s property manager, and such other persons as may be authorized by the Landlord from time to time, may act on behalf of the Landlord in connection with any matter contemplated by this Lease, including, without limitation, the giving of notices to the Tenant.

8.4 NO WARRANTIES

The parties acknowledge and agree that no representations, warranties, agreements or conditions have been made other than those expressed herein, and that no agreement collateral hereto shall be binding upon either party unless it be made in writing and duly executed on behalf of the such party.

8.5 NO WAIVER

(a) The failure of the Landlord or Tenant to exercise any right or option in connection with any breach or violation of any term, covenant or condition herein contained shall not be deemed to be a waiver or

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relinquishment of such term, covenant, or condition nor of any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of the Rent or any portion hereunder by the Landlord shall not be deemed to be a waiver of a preceding breach by the Tenant of any term, covenant or condition of this Lease. The acceptance by the Landlord of a part payment of any money required to be paid hereunder shall not constitute waiver or release of the right of the Landlord to payment in full of such money.

(b) No receipt of monies by the Landlord from the Tenant after the termination of this Lease in any lawful manner shall reinstate, continue or extend the Term, or affect any notice previously given to the Tenant or operate as a waiver of the right of the Landlord to enforce the payment of Rent then due or thereafter falling due, or operate as a waiver of the right of the Landlord to recover possession of the Premises by proper suit, action, proceedings or other remedy. After the service of any notice to terminate this Lease and the expiration of any time therein specified or after the commencement of any suit, action, proceeding or other remedy, or after a final order or judgment for possession of the Premises, the Landlord may demand, receive and collect any monies due, or thereafter falling due without in any manner affecting such notice, suit, action, proceeding, order or judgment. Any and all such monies so collected shall be deemed payments on account of the use and occupation of the Premises or at the election of the Landlord on account of the Tenant’s liability hereunder.

8.6 NOTICES

Any notice or other communication required or permitted to be given by this Lease shall be in writing and shall be effectively given if:

(a) delivered personally;

(b) sent by prepaid courier service;

(c) sent by registered mail; or

(d) sent by fax,

in the case of notice to:

(e) the Tenant, at the address specified in Section 1.1(i); or

(f) the Landlord, at the address specified in Section 1.1(j),

or such other addresses as the parties may from time to time advise by notice in writing. Any notice or other communication delivered personally or by prepaid courier service shall be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a Business Day such notice or other communication shall be deemed to have been given and received on the next following Business Day. Any notice or other communication sent by registered mail shall be deemed to have been given and received on the third Business Day following the date of mailing. Any notice or other communication transmitted by fax shall be deemed to have been given and received on the day of its transmission provided that such day is a Business Day and such transmission is completed before 5:00 p.m. (Alberta time) on such day, failing which such notice or other communication shall be deemed to have been given and received on the first Business Day after its transmission. Regardless of the foregoing, if there is a mail stoppage or labour dispute or threatened labour dispute which has affected or could affect normal mail delivery by Canada Post, then no notice or other communication may be delivered by registered mail. If two or more Persons are named as Tenant, such notice or other communication given hereunder shall be sufficiently given if sent in the foregoing manner to any one of such Persons.

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8.7 DAMAGE AND DESTRUCTION

(a) If at any time during the Term the Building is damaged or destroyed by fire, lightning or tempest or by other casualty (the date of such damage or destruction being called the “Damage Date”), then the following provisions shall apply:

(i) if:

(A) in the opinion of the Landlord’s architect or engineer (the “Landlord’s Expert”) the Building is damaged or destroyed to such a material extent or the damage or destruction is of such a nature that the Building must be or should be totally or partially demolished;

(B) the damage or destruction is caused by an uninsured peril (being a peril not covered under the insurance to be maintained by the Landlord pursuant to this Lease); or

(C) if any Mortgagee exercises its rights under its Mortgage to apply all or part of the insurance proceeds received, or receivable, by the Landlord on account of such damage or destruction so that there would not be sufficient insurance proceeds to pay for the estimated cost (as estimated by the Landlord) of the Landlord’s Reconstruction (as defined below),

the Landlord may at its option terminate this Lease by giving to the Tenant notice in writing of such termination within 60 days following the Damage Date, in which event this Lease and the Term hereby demised will cease and be at an end as of the Damage Date and the Rent will be apportioned and paid in full to the Damage Date. The Tenant will have a corresponding option to terminate if Section 8.7(a)(i)(B) is applicable, but in the case of Section 8.7(a)(i)(B), only if the peril is one not covered under the insurance to be maintained by the Tenant pursuant to this Lease;

(ii) if the damage or destruction is such that the Premises are rendered wholly unfit for occupancy or it is impossible or unsafe to use and occupy them, and if in either event, the damage, in the opinion of the Landlord’s Expert cannot be repaired with reasonable diligence within 365 days from the Damage Date, then the Landlord or the Tenant may terminate this Lease by giving to the other notice in writing of such termination within 60 days following the Damage Date, in which event this Lease and the Term hereby demised will cease and be at an end as at the Damage Date and the Rent will be apportioned and paid in full to the Damage Date. If neither party terminates this Lease, the Landlord will do the Landlord’s Reconstruction and the Rent will abate from the Damage Date until the earlier of:

(A) 120 days following the date on which the Landlord has completed the Landlord’s Reconstruction; and

(B) the date that the Tenant recommences its business operations in the Building,

the “Abatement Period”. The term “Landlord’s Reconstruction” in this Section means the reconstruction or repair of the Structure;

(iii) if the damage or destruction is such that the Premises are wholly unfit for occupancy or if it is impossible or unsafe to use or occupy it, but if in either event the damage, in the opinion of the Landlord’s Expert, can be repaired with reasonable diligence within 365 days from the Damage Date, the Landlord will do the Landlord’s Reconstruction and, unless the necessary repairs can be completed within 10 days from the Damage Date, the Rent will abate throughout the Abatement Period;

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(iv) if in the opinion of the Landlord the damage or destruction to the Building can be made good, as aforesaid, within 365 days from the Damage Date and the damage or destruction is such that a portion of the Premises is capable of being partially used for the purposes for which it is hereby demised, then the Landlord will do the Landlord’s Reconstruction and, unless the necessary repairs can be completed within 10 days from the Damage Date, the Rent will abate proportionately to the part of the Premises rendered untenantable throughout the Abatement Period;

(v) if this Lease is not terminated in accordance with the preceding provisions of this Section and the damage or destruction is such that a portion of the Building is capable of being partially used for the purposes for which it is hereby demised, then despite the preceding provisions of this Section, the Rent will only abate proportionately to the part of the Building rendered untenantable throughout the Abatement Period;

(vi) in carrying out the Landlord’s Reconstruction, the Landlord may use plans and specifications and working drawings in connection therewith other than those used in the original construction of the Building, so long as the reconstructed Building is materially similar to that originally constructed.

(b) The decision of the Landlord’s Expert as to the time in which the Building can or cannot be repaired, the state of tenantability of the Building and the date on which the Landlord’s Reconstruction is completed, will be final and binding on the parties. The Landlord shall use reasonable efforts to cause the Landlord’s Expert to advise the Landlord and the Tenant of the length of time it will take to repair the damage to the Building as soon as possible following the Damage Date.

8.8 PERFORMANCE BY LANDLORD

(a) If the Tenant shall fail to observe or perform any of the Tenant’s Covenants (the “Unperformed Covenants”) and such failure results in an Event of Default of the type described in paragraph (a) or (b) of the definition “Event of Default” arising, then the Landlord may, at its option, and without waiving or releasing the Tenant from the strict performance of the Tenant’s Covenants, perform such of the Unperformed Covenants as the Landlord considers desirable in such manner and to such extent as the Landlord considers desirable and in doing so may pay any necessary and incidental costs and expenses. If the Landlord commences or completes either the performance or the causing to be performed of any of the Unperformed Covenants, the Landlord shall not be obliged to complete such performance or causing to be performed or be later obliged to act in like fashion. All amounts paid by the Landlord in exercising its rights in this Section will be deemed Additional Rent and the Tenant shall pay such amounts within 30 days following receipt of an invoice from the Landlord. In addition, if the Landlord shall suffer or incur any damage, loss, cost or expense whatsoever for which the Tenant is in any way liable hereunder, by reason of any failure of the Tenant to observe or comply with any of the Unperformed Covenants, then in every such case the reasonable amount of any such damage, loss, cost or expense shall be due and payable by the Tenant to the Landlord on demand by the Landlord and the Landlord shall have the right at its option to add the cost or amount of any such damage, loss, cost or expense to the Rent hereby reserved and any such amount shall thereupon immediately be due and payable as Rent and recoverable by the Landlord by all remedies available to the Landlord for the recovery of Rent in arrears.

(b) In the event of a real or reasonably apprehended emergency the Landlord may enter the Premises, at any time of the day without any prior notice to the Tenant and without any compensation to the Tenant therefore, and attend to any such repairs or alterations as may be required to secure or ensure the safety of the Premises.

8.9 RE-ENTRY ON DEFAULT

The Tenant further covenants with the Landlord that upon the occurrence of an Event of Default, the Landlord, in addition to any other remedy now or hereafter provided, may re-enter and take possession immediately of the Premises or any part thereof in the name of the whole by reasonable force if necessary

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without any previous notice of intention to re-enter and may remove all persons and property therefrom and may use such reasonable force and assistance in making such removal as the Landlord may deem advisable to recover at once full and exclusive possession of the Premises and such re-entry shall not operate as a waiver or satisfaction in whole or in part of any right, claim or demand arising out of or connected with any breach, non-observance or non-performance of any covenant or agreement on the part of the Tenant to be kept, observed or performed. For clarity, such property may be removed and sold or disposed of by the Landlord in such manner as the Landlord in its sole and absolute discretion deems advisable or may be stored in a public warehouse or elsewhere at the cost and for the account of the Tenant, all without service of notice or resort to legal process and without the Landlord being considered guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby including any such loss or damage caused by the negligence of the Landlord or its servants and agents. In the event the Landlord sells such property in accordance with the foregoing, the Landlord shall be entitled to retain all proceeds received from such sale for its own account, provided that the Landlord will apply such proceeds against the damages suffered by the Landlord as a result of such re-entry. Notwithstanding the foregoing, the Landlord shall not sell such property for 10 Business Days following the date of its re-entry and the Tenant shall be entitled to remove such property from the Premises during such 10 day period under the Landlord’s supervision.

8.10 DEFAULT

If an Event of Default occurs, then and in every case the Tenant shall be and be deemed to be in default under this Lease; the then current and the next ensuing three (3) months’ Basic Rent, Parking Rent and any additional money owing hereunder shall immediately become due and payable; the Landlord may re-enter and take possession of the Premises, or any part thereof in the name of the whole, and have again, repossess and enjoy the Premises in its former estate, anything herein to the contrary notwithstanding, as though the Tenant were holding over after the expiration of the Term; and the Term and any renewal thereof shall, at the option of the Landlord, forthwith become forfeited and determined and the then current and the next ensuing three (3) months’ Basic Rent, Parking Rent and any additional money owing hereunder shall be recoverable by the Landlord as if it were Rent in arrears, but the Tenant shall remain liable under this Lease.

8.11 SALE AND RELETTING

The Tenant further covenants and agrees that upon the Landlord becoming entitled to re-enter upon the Premises under any of the provisions of this Lease the Landlord, in addition to all other rights and remedies, shall have the right to enter the Premises as the agent of the Tenant either by reasonable force or otherwise, without being liable for any prosecution therefor and without terminating this Lease, make any alterations and repairs which the Landlord deems necessary in order to re-let the Premises, or any part thereof, as agent for the Tenant for such term or terms (which may be for a term extending beyond the Term) and at such rent and upon such other terms, covenants and conditions as the Landlord in its sole and absolute discretion considers advisable. Upon each such re-letting all rent received by the Landlord will be applied as follows:

(a) first to the payment of any indebtedness other than Rent due hereunder;

(b) second, to the payment of any costs and expenses of re-letting, including brokerage fees and solicitors’ fees and the costs of all alterations and repairs to the Premises which the Landlord, in its sole and absolute discretion, deems necessary in order to re-let the Premises;

(c) third, to the payment of Rent due and unpaid hereunder; and

(d) the residue, if any, will be held by the Landlord and applied in payment of future Rent as same becomes due and payable hereunder.

If the rent received from such re-letting during any month is less than that payable by the Tenant under the terms of this Lease, the Tenant will pay any such deficiency in advance on the first day of each month. If the Landlord has other premises available in the Premises for lease, the Landlord shall be under no obligation whatsoever to

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first re-let, or attempt to re-let, the Premises ahead of such other available premises and the Landlord shall be entitled to lease all such other available premises prior to re-letting the Premises, and in so leasing such other available premises, the Landlord will not be in breach of any obligation on its part, if any, to mitigate its losses upon re-entering or taking possession of the Premises. The Landlord will in no way be responsible or liable for any failure to re-let the Premises or any part thereof, or for any failure to collect any Rent due upon any such re-letting. Notwithstanding any re-entry or re-letting without termination of this Lease, the Landlord may at any time thereafter elect to terminate this Lease for the previous breach. No re-entry or taking possession of the Premises by the Landlord will be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to the Tenant.

8.12 TERMINATION

The Tenant further covenants and agrees that upon the Landlord becoming entitled to re-enter upon the Premises under any of the provisions of this Lease the Landlord, in addition to all other rights and remedies, shall have the right to terminate this Lease. The Landlord may effect such termination by written notice to Tenant (a “Termination Notice”), it being understood and agreed to by the Tenant that actual possession of the Premises shall not be required to effect a termination of this Lease and that the delivery of a Termination Notice to the Tenant alone shall be sufficient. If the Landlord terminates this Lease, in addition to any other remedies it may have, the Landlord may recover from the Tenant all damages it incurs by reason of the Tenant’s breach, including, without limitation, the cost of recovering the Premises, brokerage fees and solicitors’ fees, the cost of all tenant inducements, alterations and repairs to the Premises which the Landlord, in its sole and absolute discretion, deems necessary in order to re-let the Premises and the worth at the time of such termination of the excess, if any, of the amount of Rent required to be paid pursuant to this Lease for the remainder of the Term (had this Lease not been terminated) over the then rental value of the Premises, as determined by the Landlord, for the remainder of the Term (had this Lease not been terminated), all of which amounts shall be immediately due and payable by the Tenant to the Landlord. Upon any termination of this Lease, the Landlord shall be entitled to retain all of the monetary deposits provided by the Tenant as liquidated damages on account of the minimum amount of damages which the parties agree the Landlord will suffer as a result of such termination, all without the necessity for any legal proceedings. In no circumstances whatsoever is the Landlord required to return the said deposits or any part thereof to the Tenant. Nothing in this Section shall be interpreted in any way as derogating from any duty that the Landlord may have at law to mitigate its damages as a result of such termination.

8.13 DISTRESS

(a) Whenever the Landlord shall be entitled to levy distress against the goods and chattels of the Tenant it may use such reasonable force as it may deem necessary for that purpose and for gaining admission to the Premises without being liable for any action in respect thereof or for any loss or damage occasioned thereby and the Tenant hereby expressly releases the Landlord from all actions, proceedings, claims or demands whatsoever for or on account of or in respect of any such forcible entry or any loss or damage sustained by the Tenant in connection therewith.

(b) Notwithstanding the foregoing, the Landlord will postpone its right to levy distress against the Tenant’s personal property in favour of the Tenant’s Lenders upon the Tenant and the Tenant’s Lenders executing the Landlord’s standard form of lender agreement, subject to such changes as may be requested by the Tenant or the Tenant’s Lenders and agreed to by the Landlord.

8.14 LANDLORD’S EXPENSES IN ENFORCING THIS LEASE

If the Landlord retains the services of any Person for the purpose of assisting the Landlord in enforcing any of its rights hereunder or otherwise available at law, or advising the Landlord on such matters or on a breach by the Tenant of any of the Tenant’s Covenants, the Tenant shall pay to the Landlord, as Additional Rent, the cost of all such services (including, but not limited to, all legal expenses) incurred in connection therewith and in connection with all necessary court proceedings at trial or on appeal on a solicitor and own client basis, within 10 days following receipt of an invoice from the Landlord.

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8.15 REMEDIES CUMULATIVE

No remedy conferred upon or reserved to the Landlord under this Lease, by statute or otherwise, shall be considered exclusive of any other remedy, but the same shall be cumulative and shall be in addition to every other remedy available to the Landlord and all such remedies and powers of the Landlord may be exercised concurrently and from time to time and as often as the Landlord deems expedient. If the Landlord re-enters or terminates the Lease, the Landlord shall take all steps required to mitigate its damages.

8.16 HOLDING OVER

Upon the expiration of this Lease by the passage of time and the Tenant remaining in possession of the Premises:

(a) there will be no implied renewal or extension of this Lease;

(b) if the Landlord consents in writing to the Tenant remaining in possession, the Tenant will be deemed, notwithstanding any statutory provision or legal assumption to the contrary, to be occupying the Premises as a monthly tenant, which monthly tenancy may be terminated by either party on 30 days written notice to the other, which 30 day period need not end on the last day of a calendar month;

(c) if the Landlord does not consent in writing to the Tenant remaining in possession, the Tenant will be deemed, notwithstanding any statutory provision or legal assumption to the contrary, to be occupying the Premises as a tenant at the will of the Landlord, which tenancy may be terminated at any time by the Landlord without the necessity of any notice to the Tenant; and

(d) the Tenant will occupy the Premises on the same terms and conditions as are contained in this Lease (including, without limitation, the obligation to pay Additional Rent), save and except that:

(i) the Term and the nature of the tenancy will be as set out in Section 8.16(b) or 8.16(c), as the case may be;

(ii) the Minimum Rent and Parking Rent payable by the Tenant will be paid monthly at a rate equal to:

(A) if the Tenant is overholding pursuant to Section 8.16(b), 110% of the amount of monthly Minimum Rent and Parking Rent which it was responsible for paying during the last 12 months of the Term); or

(B) if the Tenant is overholding pursuant to Section 8.16(c), twice the amount of monthly Minimum Rent and Parking Rent which it was responsible for paying during the last 12 months of the Term.

Unless the Landlord has otherwise agreed in writing, such Minimum Rent will be payable by the Tenant regardless of whether or not the Landlord fails to request such Minimum Rent and/or accepts the monthly Minimum Rent which the Tenant was paying during the last 12 months of the Term; and

(e) the Tenant is not entitled to take the benefit of any rights to extend, rights of first refusal, options to purchase or any other rights personal to the Tenant and which may be contained in this Lease.

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The Tenant is estopped and forever barred from claiming any right to occupy the Premises on terms other than as set out in this Section and the Landlord may plead this section in any court proceedings. If the Tenant is overholding pursuant to Section 8.16(c), then the Tenant shall indemnify and save harmless the Landlord from all Claims suffered or incurred by the Landlord as a result of the Tenant remaining in possession of all or any part of the Premises following the expiry of the Term. Nothing in this section is to be interpreted: (i) as permitting or giving the Tenant an option to stay in possession of the Premises following the expiry of the Term and the Tenant shall surrender the Premises to the Landlord on the expiry of the Term; or (ii) in any way as derogating from any duty that the Landlord may have at law to mitigate its damages.

8.17 INABILITY TO PERFORM

Whenever and to the extent that the Landlord or Tenant are unable to fulfill, or are delayed or restricted in the fulfillment of any obligation hereunder (an “Affected Obligation”) by reason of being unable to obtain the material, goods, equipment, service, utility or labour required to enable it to fulfill any such obligation or by reason of any Laws or by reason of the order or direction of any Authority, or by reason of not being able to obtain any permission or authority required thereby, or by reason of any other cause beyond its control whether of the foregoing character or not (other than lack of funds) (collectively, “Force Majeure”), the Landlord or Tenant, as the case may be, will be entitled to extend the time for fulfillment of the Affected Obligation by a time equal to the duration of such delay or restriction, and the other party will not be entitled to compensation for any inconvenience, nuisance or discomfort or damage thereby occasioned, and will not be entitled to cancel or terminate this Lease. For clarity, the provisions of this Section do not operate to excuse the Tenant from its obligation to pay Rent when due. The party claiming the benefit of Force Majeure must inform the other party in writing promptly on learning of such delay (but the failure to do so will not deprive such party of the benefit of this provision or subject such party to any liability to the other party) and will, where possible, use commercially reasonable efforts to mitigate the effect of such delay.

8.18 INTEREST

Interest on any money due to the Landlord under this Lease shall be paid by the Tenant and shall accrue on a daily basis at the rate of two percent (2%) more than the rate of interest, per annum, from time to time publicly quoted by the Royal Bank of Canada, at its main branch in Toronto, Ontario, as the reference interest (commercially known as the “prime rate”) used by it to determine rates of interest chargeable in Canada on Canadian dollar demand loans to its commercial customers, such rate of interest to be calculated and compounded monthly, not in advance, from the respective date upon which any such money becomes due to the Landlord.

8.19 EXPROPRIATION

If the whole of the Premises (or any material portion of the Premises such that the Tenant’s business operations conducted from the Premises are materially detrimentally affected) shall be acquired or condemned by an Authority having the power for such acquisition or condemnation, then the Term shall cease from the date of entry by such Authority. Each party is entitled to recover damages from such Authority for the value of their respective interests or for such other damages and expenses allowed by applicable Laws.

8.20 ACCRUAL OF BASIC RENT AND PARKING RENT

Rent shall accrue from day to day from the Commencement Date. If, for any reason, it becomes necessary to calculate Rent for an irregular period of less than 1 year or less than 1 calendar month, then appropriate apportionment and adjustment shall be made on a per diem basis based upon a period of 365 days. For clarity, where the calculation of any Additional Rent is not made until the termination or expiry of this Lease, the obligation of the Tenant to pay such Additional Rent will survive the termination or expiry of this Lease.

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8.21 NET LEASE

Save as specifically set forth in this Lease, all costs, expenses and obligations of every kind and nature whatsoever relating in any way whatsoever, whether directly or indirectly, to the Premises, whether or not herein referred to and whether or not of a kind now existing or within the contemplation of the parties hereto, shall be paid by the Tenant. Notwithstanding the foregoing, the Tenant shall not be responsible to pay or reimburse the Landlord for:

(a) the Landlord’s income tax and personal taxes;

(b) in the case of HOOPP Realty Inc. (“HOOPP”), HOOPP’s Capital Taxes;

(c) interest on the Landlord’s debt or capital retirement of the Landlord’s debt;

(d) the costs associated with maintaining, repairing or replacing the Structure or any part thereof (except as contemplated by Section 7.2(a));

(e) any insurance (other than the insurance described in Section 7.5(a)(ii)) against the Tenant’s failure or inability to pay Rent or against the insolvency of or lack of credit worthiness or the like of the Tenant; or

(f) damages, interest, fees, fines and penalties imposed upon the Landlord and resulting from its failure to perform any of the Landlord’s Covenants.

8.22 GOVERNING LAW

This Lease shall be construed in accordance with, and governed by, the laws of the Province.

8.23 NUMBER AND GENDER

Where required the singular number shall be deemed to include the plural and the neuter gender the masculine or feminine.

8.24 COVENANTS

The Landlord and the Tenant agree that all of the provisions of this Lease are to be construed as covenants and agreements as though the words importing such covenants and agreements were used in each separate provision thereof. If for any reason whatsoever any term, covenant or condition of this Lease, or the application thereof to any Person, firm or corporation or circumstance, is to any extent held or rendered invalid, unenforceable or illegal, then such term, covenant or condition:

(a) is deemed to be independent of the remainder of the Lease and to be severable and divisible therefrom, and its validity, unenforceability or illegality does not affect, impair or invalidate the remainder of the Lease or any part thereof; and

(b) continues to be applicable to and enforceable to the fullest extent permitted by law against any Person and circumstance other than those as to which it has been held or rendered invalid, unenforceable or illegal.

8.25 TIME OF THE ESSENCE

Time is of the essence of this Lease.

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8.26 HEADINGS

Any captions, headings and marginal notes throughout this Lease are for convenience and reference only and the words and phrases contained therein shall in no way be held or deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any provision of or the scope or intent of this Lease nor in any way affect this Lease.

8.27 ENUREMENT

This Lease shall extend to, be binding upon and enure to the benefit of the Landlord and the Tenant and their respective heirs, executors, administrators, successors and permitted assigns.

8.28 JOINT AND SEVERAL LIABILITY

All covenants, liabilities and obligations entered into or imposed upon the Tenant, if more than one person, and the Landlord, if more than one person, shall be joint and several covenants, liabilities and obligations.

8.29 CONTINUATION OF OBLIGATIONS

This Lease and the obligations of the Tenant hereunder shall continue in full force and effect notwithstanding any change in the person or persons comprising the Landlord.

8.30 LANDLORD’S LIMIT OF LIABILITY

(a) The term “Landlord” as used in this Lease so far as covenants or obligations on the part of the Landlord are concerned shall be limited to mean the Landlord as hereinbefore set out while it retains its interest in the Premises, but upon a sale, transfer or other disposition of that interest, the Landlord shall be automatically and immediately relieved from all liability arising out of the requirement for the future performance of any obligations on the part of the Landlord herein contained from and after the effective date of such sale, transaction or other disposition to the extent such obligations are assumed by the Landlord’s successors and assigns by way of their providing a written covenant to the Tenant to observe and perform the Landlord’s Covenants.

(b) The Tenant will look solely to the interest of the Landlord in the Premises for the collection or satisfaction of any money or judgement which the Tenant may recover against the Landlord and the Tenant will not look for the collection or satisfaction of any such money or judgement from any of the other assets of the Landlord or of any person who is at any time a partner, joint venturer or co-tenant with the Landlord in the Premises.

8.31 CONFIDENTIALITY

The Landlord and the Tenant and their respective agents shall keep confidential all financial information in respect of this Lease and all information that is obtained as a result of the exercise of their respective rights hereunder provided that both parties may disclose such information to their auditors, consultants, lenders (actual and potential), insurers, professional advisors and potential purchasers, who shall be instructed to keep such information confidential. In addition, either party may disclose such information:

(a) if it ceases to be confidential, other than as a result of the party seeking to disclose it;

(b) in any litigation or arbitration proceedings between the parties; and

(c) as may be required by applicable Laws.

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8.32 AMENDMENTS

This Lease shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall not be modified, amended or waived except by an instrument in writing duly executed and delivered by the parties hereto or by their successors and permitted assigns.

8.33 APPLICATION OF GROUND LEASE

(a) The Tenant shall observe, perform and be bound by each and every provision of the Ground Lease to be observed and performed by the tenant thereunder (the “Ground Lease Covenants”), to the same manner and extent as if such provisions were contained in this Lease as covenants of the Tenant, except:

(i) for the obligation to pay the rent payable by the Landlord under the Ground Lease (the Tenant’s obligation to pay Rent being specifically dealt with in this Lease); and

(ii) to the extent this Lease specifically amends, reduces or extends the extent to which the Tenant is required to observe and perform the Ground Lease Covenants.

(b) The Landlord shall observe and perform all of the Ground Lease Covenants insofar as same are not required to be observed and performed by the Tenant pursuant to the terms of this Lease.

(c) Wherever the Landlord is required under the Ground Lease to obtain the Head Landlord’s consent in order to perform or carry out a certain activity, the Tenant will be similarly required to obtain the Head Landlord’s consent prior to performing or carrying out such activity.

(d) If the Ground Lease is terminated, this Lease shall likewise be terminated, but without prejudice to the rights of either party hereunder in the event of termination of the Ground Lease occurring as a result of a breach of this Lease.

8.34 INDEMNIFICATION

An Indemnification Agreement is attached to this Lease as Schedule “C” and constitutes an integral part of this Lease. Despite such attachment, however, such Indemnification Agreement is deemed to be a separate agreement distinct and independent of this Lease and which will survive the expiration of this Lease, the termination of this Lease or the disclaimer of this Lease in any bankruptcy or insolvency proceedings.

8.35 SURVIVAL OF OBLIGATIONS

(a) If the Tenant is in default of any of any of the Tenant’s Covenants at the time this Lease expires or is terminated:

(i) the Tenant remains fully liable for the performance of such Tenant’s Covenants; and

(ii) all of the Landlord’s rights and remedies in respect of such failure remain in full force and effect,

all of which will be deemed to have survived such expiration or termination of this Lease.

(b) Regardless of the expiry or earlier termination of this Lease:

(i) every indemnity, exclusion or release of liability and waiver of subrogation contained in this Lease or in any of the parties’ insurance policies; and

(ii) those provisions of this Lease which are intended to have effect beyond the end of the Term (including, without limitation, the Landlord’s obligation in Section 6.26(g)), will survive the expiration or termination of this Lease and continue in full force and effect.

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8.36 NO ADVERSE PRESUMPTION

This Lease has been negotiated and approved by the parties and, notwithstanding any rule or maxim of law or construction to the contrary, any ambiguity or uncertainty will not be construed against either of the parties b reason of the authorship of any of the provisions of this Lease.

8.37 GROUND LEASE

Each of the parties confirms that it has received and reviewed a copy of the Ground Lease.

9. SCHEDULES

The following Schedules are hereby incorporated in and form a part of this Lease for all purposes:

Schedule “A”	Legal Description of the Land
Schedule “A-1”	Site Plan of Lands
Schedule “A-2”	Floor Plans of Premises
Schedule “B”	Additional Provisions
Schedule “C”	Indemnification Agreement
Schedule “D”	Insurance Certificate

(signature page to follow)

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IN WITNESS WHEREOF the parties hereto have executed this Lease.

SMART TECHNOLOGIES ULC
Per:	/s/ Kelly Schmitt
	Name:	Kelly Schmitt
	Title:	Vice President Finance & CFO
Per:	/s/ Jeff Losch
	Name:	Jeff Losch
	Title:	VP, Legal & General Counsel
I/We have the authority to bind the corporation
HOOPP REALTY INC.
Per:	/s/ Michael A.J. Catford
	Name:	Michael A.J. Catford
	Title:	President
Per:	/s/ Richard Varkey
	Name:	Richard Varkey
	Title:	Vice President
I/We have the authority to bind the corporation

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SCHEDULE “A”

LEGAL DESCRIPTION OF THE LAND

ALL AND SINGULAR that certain parcel or tract of land and premises situate, lying and being in the City of Calgary, Province of Alberta, and more particularly known and civically and legally described as:

Legal Description

Plan 9812871

Block 3

Lots 4 and 5

Excepting Thereout All Mines and Minerals

Area: 1.117 hectares (2.76 acres) more or less

Municipal Address

3636 Research Road NW

Calgary, Alberta

SCHEDULE “A-1”

SITE PLAN OF LAND AND BUILDING

SCHEDULE “A-2”

FLOOR PLANS OF PREMISES

SCHEDULE “B”

ADDITIONAL PROVISIONS

1. Interpretation

In this Schedule “B”, all references to: a section are deemed to refer to the applicable section of the Lease to which this Schedule “B” is attached; and, a paragraph are deemed to refer to the applicable paragraph of this Schedule “B”

2. Conditions to Exercise of Rights

The Tenant may only exercise its rights in paragraphs 3 and 4 if:

(a) the Tenant is not in default of any of the Tenant’s Covenants in respect of which the Landlord has given the Tenant written notice and the Tenant is not diligently proceeding to rectify the default specified in such written notice;

(b) there is not an outstanding Event of Default;

(c) the Tenant is in possession of and is conducting its business in a majority of the Premises; and

(d) the Tenant has not assigned the Lease, other than to a Permitted Transferee.

3. Options to Extend Term

(a) Provided the Tenant is entitled to do so pursuant to paragraph 2 at the time of its exercise of the applicable option, the Tenant shall have four (4) options to extend the Term for a period of five (5) years each (each being an “ Extension Period”) on the same terms and conditions as are contained in this Lease, except for the amount of Basic Rent and Parking Rent payable, which shall be equal to the then current market basic rent and parking rent for the Premises determined on the basis set out below in this paragraph.

(b) Each Extension Period shall commence on the day immediately succeeding the expiry of the initial Term, or the then expiring Extension Period, as the case may be. The Tenant may only exercise an option to extend the Term by each Extension Period by giving notice in writing to the Landlord at least nine (9) months but no greater than twelve (12) months prior to the date on which such Extension Period would commence, failing which the within right to extend will be rendered null and void.

(c) Each time that the Tenant exercises its right to extend the Term in accordance with the foregoing, the Term shall automatically be extended for the Extension Period, this Lease will be read as if the original term of the Lease was for a period of time commencing on the Commencement Date and ending on the last day of the relevant Extension Period and the Basic Rent and Parking Rent shall be determined as follows:

(i) one hundred and eighty (180) days prior to the commencement of the applicable Extension Period, the Landlord and the Tenant shall commence negotiations to settle the Basic Rent and Parking Rent payable for the upcoming Extension Period. The Basic Rent and Parking Rent for an Extension Period will be the fair market basic rent and parking rent, determined as of the commencement of the Extension Period, that a tenant and a landlord would agree to after negotiating at arm’s length and based upon then existing basic rent and parking rent for such Extension Period for comparable premises in a similar location in Calgary, Alberta, on the basis that the Premises are improved to their then existing level, and further taking into account appropriate adjustments for the uses of such comparable premises, and the site coverage ratio and zoning thereof, and whether or not the rents for such comparable premises were negotiated on the basis of such premises being vacant, unimproved, and/or free of trade fixtures and free rent, tenant improvements, and other similar inducements or benefits reflected in the rents for such comparable premises that are given on extensions or renewals (but excluding those given in connection with a new lease);

(ii) if the Basic Rent and Parking Rent for the relevant Extension Period have not been mutually agreed upon by the Landlord and the Tenant at least 3 months prior to the commencement of such Extension Period, the Basic Rent and the Parking Rent for such Extension Period will be determined by arbitration by a single arbitrator chosen by the parties, and if they cannot agree upon the arbitrator within 5 days after the written request for arbitration by either party to the other, either party may apply to a judge for the appointment of an arbitrator in accordance with the provisions of the Arbitration Act (Alberta). The provisions of the Arbitration Act (Alberta) will govern the arbitration and the decision of the arbitrator will be final and binding upon the parties. The parties shall instruct the arbitrator to render its decision no later than 15 days prior to the commencement of the relevant Extension Period. If the Basic Rent and the Parking Rent for an Extension Period has not been determined by the commencement of such Extension Period, then:

(A) the Tenant shall pay Basic Rent and Parking Rent equal to the average of what is being sought by the parties in the arbitration; and

(B) upon the Basic Rent and Parking Rent for such Extension Period being determined, any adjustments in Basic Rent and Parking Rent will be made effective the commencement of such Extension Period and shall be paid by the relevant party within 15 days following the date of such determination.

Each party is responsible for its own costs in connection with the arbitration and the costs of the arbitrator will be shared equally by the parties.

(d) The exercise of the within rights to extend are solely within the control of the Tenant and nothing contained in this Lease, including, without limitation, this Schedule, obligates or requires the Landlord to remind the Tenant to exercise the within rights to extend.

4. Right of First Offer

(a) If at any time during Term:

(i) the Tenant is entitled to the benefit of this paragraph pursuant to paragraph 2; and

(ii) the Landlord wishes to sell the Premises at any time during the Term,

then prior to commencing sale activities with respect to the Premises the Landlord shall first give a written notice (the “Offering Notice”) to the Tenant stating that the Landlord is prepared to accept an offer to purchase the Premises upon certain terms and conditions. For clarity, the sale of the Premises means the sale of the Building and the assignment of the Ground Lease. The Offering Notice shall contain all of the material terms and conditions on which the Landlord will agree to sell the Premises, including but not limited to the sale price. The Tenant shall have thirty (30) days from the date of receipt of the Offering Notice (the “Submission Period”) to provide the Landlord with an agreement of purchase and sale for the Premises setting out the terms proposed by the Landlord in the Offering Notice (a “Purchase Agreement”), which will have a closing date no earlier than forty-five (45) days from the date that the parties sign the Purchase Agreement.

(b) If the Tenant submits a Purchase Agreement to the Landlord within the Submission Period, the Landlord and the Tenant shall endeavour and use best commercial efforts, in good faith to agree upon the terms of the Purchase Agreement and sign same within 15 Business Days following the date the Landlord first receives the Offer (the “Negotiation Period”).

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(c) If the Landlord and the Tenant agree upon and sign the Purchase Agreement within the Negotiation Period, then the Purchase Agreement shall govern the purchase of the Premises by the Tenant.

(d) If:

(i) the Tenant fails to submit a Purchase Agreement to the Landlord within Submission Period; or

(ii) the Tenant submits a Purchase Agreement to the Landlord within the Submission Period but the Landlord and the Tenant are unable to agree upon and sign the Purchase Agreement within the Negotiation Period,

(such date being called the “ROFO Rejection Date”), then the Landlord shall be entitled to market and sell the Premises to any third party purchaser on substantially the same terms and conditions as contained in the Offering Notice provided that the sale price to any third party purchaser may be no less than ninety-seven (97%) percent of the sale price set out in the Offering Notice. In the event the Landlord has not completed a sale of the Premises to a third party purchaser upon such terms within one (1) year following the ROFO Rejection Date, the Landlord must again comply with paragraph 4(a) and submit a new Offering Notice to the Tenant prior to selling the Premises to a third party purchaser.

(e) If the Landlord completes a sale of the Building to a third party purchaser, the preceding provisions of this paragraph will continue to apply in full force and effect for the benefit of the Tenant and as against such third party purchaser.

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SCHEDULE “C”

INDEMNIFICATION AGREEMENT

THIS AGREEMENT made —.

B E T W E E N :

HOOPP REALTY INC.

(the “Landlord”)

- and -

SMART TECHNOLOGIES INC.

(the “Indemnifier”)

RECITALS:

1. By a lease made as of — (the “Lease”) and made between the Landlord and Smart Technologies ULC (the “Tenant”), the Landlord leased to the Tenant the lands and building (the “Premises”) municipally known as 3636 Research Road NW, Calgary, Alberta, as more particularly described in the Lease, for a term of 20 years commencing on — and ending on —, both dates inclusive, subject to the Tenant observing and performing all of the terms, covenants, conditions and provisions in the Lease on the part of the Tenant to be observed and performed (the “Covenants”);

2. The Landlord only entered into the Lease on the condition that the Indemnifier enter into this Agreement with the Landlord, which is attached as a schedule to the Lease;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the Landlord entering into the Lease and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties), the parties covenant and agree as follows:

1. Indemnity

(a) The Indemnifier covenants and agrees with the Landlord that at all times during the Term and any extension or renewal of the Term it will:

(i) observe and perform all of the Covenants; and

(ii) indemnify, reimburse and hold harmless the Landlord from and against any and all claims, damages (direct, indirect, consequential or otherwise), losses, liabilities, demands, suits, judgments, causes of action, legal proceedings, penalties or other sanctions and any all costs and expenses arising in connection therewith, including, without limitation, legal fees and disbursements on a solicitor and his own client basis (including, without limitation, all such legal fees and disbursements in connection with any and all appeals) which may in any way result from or arise out of or be in relation to any non-observance or non-performance of the Covenants.

For clarity, nothing in this Agreement is intended to impose on the Indemnifier any greater liability than what would be the case if the Indemnifier were the tenant under the Lease.

(b) Nothing in this section or elsewhere in this Agreement will be construed so as to:

(i) release the Indemnifier or limit its obligations in a situation where the Lease is terminated before the expiry of the Term by the passage of time; or

(ii) confer any rights on the Indemnifier to occupy or use the Premises, or to claim any interest or rights in the Premises or the Lease, whether or not the Indemnifier is required to perform any Covenants under this Agreement or the Lease.

2. No Release

The within indemnity is absolute and unconditional and the obligations of the Indemnifier under this Agreement shall not be released, discharged, mitigated, postponed, suspended, reduced, impaired, compromised or affected by any reason whatsoever, including, without limitation, the following:

(a) any extensions of time, indulgences or modifications which the Landlord may extend to or make with the Tenant in respect of the performance of any of the Covenants;

(b) any waiver by or failure of the Landlord to enforce any of the Covenants;

(c) any Transfer (as defined in the Lease) by the Tenant or by any trustee, receiver or liquidator;

(d) any consent which the Landlord may give to a Transfer;

(e) any changes or amendments to the Lease;

(f) the release or discharge of the Tenant or any Transferee (as defined in the Lease) in any receivership, bankruptcy, winding-up or other creditors’ proceeding or the rejection, disaffirmance or disclaimer of the Lease in any such proceeding;

(g) the expiration of the Term; or

(h) any exercise by the Landlord of any of its rights under the Lease, including, without limitation, the right to re-enter the Premises (as defined in the Lease) and terminate the Lease.

In addition, if any of the Covenants are postponed, suspended, reduced or compromised for any reason (including, without limitation, pursuant to the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or any other statute), the Indemnifier agrees that its obligation to observe and perform such Covenants shall not be postponed, suspended, reduced or compromised.

3. Waiver of Notice

The Indemnifier expressly waives notice of the acceptance of the within indemnity and notice of non-performance, non-payment or non-observance on the part of the Tenant of the Covenants.

4. Defaults

In the event of the occurrence of an Event of Default under the Lease or in the event of a default under this Agreement, the Indemnifier waives any right to require the Landlord to:

(a) proceed against the Tenant or pursue any rights or remedies with respect to the Lease;

(b) proceed against or exhaust any security of the Tenant or any other Person and which is held by the Landlord; or

(c) pursue any other remedy whatsoever in the Landlord’s power.

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The Landlord has the right to enforce the within indemnity regardless of the acceptance of additional security from the Tenant or any other Person and regardless of the release or discharge of the Tenant, or any other Person who has provided security to the Landlord, by the Landlord or by others or by operation of any law.

5. Recoveries

No action or proceeding brought or instituted under this Agreement and no recovery in pursuance of this Agreement shall be a bar or defence to any further action or proceeding which may be brought under this Agreement by reason of any further default or defaults in the performance and observance of the Covenants or of this Agreement.

6. Effect of this Agreement

Without limiting any other provision of this Agreement, the Indemnifier shall be bound by this Agreement in the same manner as though the Indemnifier were the tenant named in the Lease. If two or more Persons execute this Agreement as Indemnifier, the obligations of each such Person under this Agreement shall be joint and several. In like manner, if the Indemnifier is a partnership or other business association, the members of which are by virtue of statutory or general law subject to personal liability, the liability of each such member is joint and several.

7. Enter Into Lease

Without limiting any other provision of this Agreement, in the event of the discharge of the Tenant in any receivership, bankruptcy, winding-up or other creditors’ proceeding or the rejection, disaffirmance or disclaimer of the Lease in any proceeding, the Indemnifier shall, upon written demand by the Landlord, enter into a lease with the Landlord containing the Covenants, except for the term of such new lease which shall continue for the balance of the term of the Lease.

8. General Contract Provisions

(a) Recitals

Each of the parties represents and warrants to the other that each of the recitals set out above is true and correct in substance and in fact, as such recital relates to such party, and such recitals are incorporated as an integral part of this Agreement.

(b) Entire Agreement

This Agreement, including any Schedules attached to this Agreement, constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There are no representations, warranties or other agreements, whether oral or written, between the parties in connection with the subject matter of this Agreement except as specifically set out in this Agreement. No amendment, supplement, modification, waiver or termination of this Agreement shall be binding on the parties unless same is in writing and signed by all of the parties.

(c) Waiver

No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No forbearance by any party to seek a remedy for any breach by any other party of any provision of this Agreement shall constitute a waiver of any rights or remedies with respect to any subsequent breach.

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(d) Interpretation

In this Agreement, words importing the singular include the plural and vice-versa, words importing gender include all genders and words importing persons include corporations and vice-versa. All capitalized terms in this Agreement shall have the meaning given to such terms in the Lease, unless the context otherwise requires. The division of this Agreement into Articles and sections and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement or any part of it. Any reference to an Article, section or Schedule in this Agreement shall be deemed a reference to the applicable Article, section or Schedule contained in this Agreement and to no other agreement or document unless specific reference is made to such other agreement or document. Even though this Agreement may be attached as a Schedule to the Lease, such attachment is for convenience only and despite such attachment this Agreement shall be deemed to be a separate agreement distinct and independent of the Lease.

(e) Applicable Law

This Agreement shall be construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable in the Province of Alberta and shall be treated in all respects as an Alberta contract.

(f) Counterparts and Execution by Fax

This Agreement may be executed by the parties in separate counterparts each of which when so executed and delivered to all of the parties shall be deemed to be and shall be read as a single agreement among the parties. In addition, execution of this Agreement by any of the parties may be evidenced by way of a faxed transmission of such party’s signature (which signature may be by separate counterpart), or a photocopy of such faxed transmission, and such faxed signature, or photocopy of such faxed signature, shall be deemed to constitute the original signature of such party to this Agreement.

(g) Assignability

Neither this Agreement nor any rights or obligations of the Indemnifier may be assigned by the Indemnifier.

(h) Notices

Any notice or other communication which either party may wish to give to the other shall be in writing and shall be effectively given if:

(i) delivered personally;

(ii) sent by prepaid courier service;

(iii) sent by registered mail; or

(iv) sent by fax,

in the case of notice to:

(v) the Landlord at: 1 Toronto Street, Suite 1400, Toronto, Ontario M5C 3B2

Attention: —                                                             Fax No. —

(vi) the Indemnifier at: 3636 Research Park NW, Calgary, Alberta T2L 1Y1

Attn.: Vice President, Finance and Chief Financial Officer

Fax No.: 403-245-0366

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or at such other address as the party to whom such notice or other communication is to be given shall have advised the party giving same in the manner provided in this section. Any notice or other communication delivered personally or by prepaid courier service shall be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a Business Day such notice or other communication shall be deemed to have been given and received on the next following Business Day. Any notice or other communication sent by registered mail shall be deemed to have been given and received on the third Business Day following the date of mailing. Any notice or other communication transmitted by fax shall be deemed to have been given and received on the day of its transmission provided that such day is a Business Day and such transmission is completed before 5:00 p.m. on such day, failing which such notice or other communication shall be deemed to have been given and received on the first Business Day after its transmission. Regardless of the foregoing, if there is a mail stoppage or labour dispute or threatened labour dispute which has affected or could affect normal mail delivery by Canada Post, then no notice or other communication may be delivered by registered mail. If two or more Persons are named as Indemnifier, such notice or other communication given hereunder shall be sufficiently given if sent in the foregoing manner to any one of such Persons.

(i) Further Assurances

The parties shall with reasonable diligence do all things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement. Each party shall provide and execute such further documents or instruments as may be reasonably required by any other party, exercise its influence and do and perform or cause to be done or performed such further and other acts as may be reasonably necessary or desirable to effect the purpose of and to carry out the provisions of this Agreement.

(j) No Adverse Presumption

This Agreement has been negotiated and approved by the parties and, notwithstanding any rule or maxim of law or construction to the contrary, any ambiguity or uncertainty will not be construed against either of the parties by reason of the authorship of any of the provisions of this Agreement.

(k) Enforcement

The Indemnifier acknowledges and agrees that if the Landlord obtains a judgment for breach of Lease by the Tenant or the Indemnifier, the Landlord may encounter difficulties or obstacles in enforcing its judgment in various foreign jurisdictions where the Indemnifier may have assets. As a result, if the Landlord seeks to enforce any final judgement properly granted by an Ontario court of competent jurisdiction which is not being appealed by the Tenant or the Indemnifier to a higher court, then the Indemnifier hereby irrevocably (a) grants its consent to the registration or enforcement of said judgement in any jurisdiction, domestic or foreign, in which it is determined that the Indemnifier has or may have assets; and (b) agrees that it shall not oppose or otherwise resist such registration or challenge the validity of the said judgement or the enforcement of same. This section may be pleaded as a complete estoppel to any actions which the Indemnifier may take in resisting the enforcement of any such judgement against it.

(l) Binding Effect

This Agreement shall enure to the benefit of and shall be binding upon the parties and their respective heirs, executors, administrators, successors and assigns. For clarity, if the Landlord’s interest in the Lease or the Lands and the Building is acquired by a third party (including, without limitation, a Mortgagee or a purchaser of the Lands and Building), then such third party shall be entitled to the benefit of this Agreement and may enforce this Agreement against the Indemnifier. If requested by the Landlord or any such third party, the Indemnifier shall enter into an agreement directly with such third party confirming the right of the third party to the benefit of this Agreement and to enforce this Agreement against the Indemnifier.

THIS AGREEMENT has been signed by the parties.

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HOOPP REALTY INC.		SMART TECHNOLOGIES INC.
Per:		Per:
	Name:		Name:
	Title:		Title:
Per:		Per:
	Name:		Name:
	Title:		Title:
I/WE have authority to bind the Corporation.		I/WE have authority to bind the Corporation.

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SCHEDULE “D”

INSURANCE CERTIFICATE

TO: HOOPP Realty Inc. (the “Landlord”)

RE: Smart Technologies ULC (the “Insured”) - Lease made as of — (the “Lease”) between the Landlord and the Insured for 3636 Research Road NW, Calgary, Alberta (the “Premises”)

The undersigned hereby certifies, on behalf of and as agent for                      (the “Insurer”), that: (a) the Insurer and the undersigned have received a copy of the Lease; (b) the Insured has taken out the insurance required by section 6.2 of the Lease and such insurance complies with the requirements of section 6.2 of the Lease. The undersigned further certifies that it has the express right and authority to bind the Insurer to the terms of this Insurance Certificate and confirms that the Landlord may rely upon this Certificate as being binding on the undersigned and the Insurer.

Dated

[Name of insurance broker],

as agent for [Name of Insurance Company]

Per:

EX-8.1

Exhibit 8.1

Subsidiaries

Subsidiary listing of SMART Technologies Inc.:

• SMART Technologies ULC

• SMART Technologies Finance, Inc.

• SMART Bricks and Mortar Inc.

• SMART Technologies (Call Co. 1) Inc.

• SMART Technologies Corporation

• SMART Technologies (GB) Limited

• SMART Technologies (France) SAS

• SMART Technologies (Germany) GmbH

• SMART Technologies (Singapore) Private Limited

• Nippon SMART Technologies Kabushiki Kaisha

• SMART Technologies Equipamentos de Informatica Ltda.

• SMART Technologies (EMEA) Inc.

• SMART Technologies (LATA) Inc.

• SMART Technologies (APAC) Inc.

• SMART Technologies (Middle East) FZE

• SMART Technologies India Promotional & Marketing Services Private Limited

• SMART Technologies (China) Inc. (formerly SMART Technologies International Promotional Services Ltd. – name change as of April 29, 2010)

• SMART Technologies NW Holdings Limited

• Next Holdings Ltd.

• NextWindow Ltd.

• NextWindow Singapore PTE Limited

• Next Holdings Inc.

• SMART Technologies (Russia) LLC

EX-11.1

Exhibit 11.1

CODE OF CONDUCT

SMART Technologies Inc. (“SMART”) has developed this Code of Conduct as an easy-to-use guide to living up to SMART’s shared values and operating at the highest standards of integrity, both personally and professionally. Our Code of Conduct applies to all of us at every level within SMART and its subsidiaries, including members of executive management and members of SMART’s board of directors and advisory boards.

The principles set forth in our Code of Conduct have been developed with a view to describing how we should conduct ourselves in carrying out SMART’s business, as opposed to focusing on what we shouldn’t be doing. This Code of Conduct covers key issues and is intended to overlay SMART’s policies that govern our employment.

Personal responsibility is at the core of SMART’s principles and culture. Personal responsibility encompasses behavior and actions, relating to our interactions inside and outside SMART. In every business decision we make, we must not only follow the ethics and compliance principles set forth in this Code of Conduct and in SMART’s policies and procedures, but must also consider our personal and professional responsibilities.

Of course, no code could ever anticipate every situation or ethical decision we may face in business. This is one of the reasons why our Code of Conduct begins by setting forth SMART’s shared values and concludes with a section entitled “Making the Right Decision.” If you are ever in doubt about any matter that may have ethical implications or that may compromise your personal or professional responsibilities, you should look to the principles set forth in our Code of Conduct, or alternatively, seek guidance from People Services or a member of executive management.

It is important that you read our Code of Conduct carefully and ask questions about anything you do not understand. You will be required to sign a document that has you agreeing to adhere to the Code of Conduct on an annual basis. Each of us must understand and accept our personal and professional responsibilities in preserving and enhancing SMART’s reputation for integrity, respect and excellence.

SMART’s Shared Values

SMART’s shared values are:

Passion

Creativity

Simplicity

Quality

Results

These values guide us in our day-to-day business. It is these values that will guide us in the future as the foundation for our relationships with one another as colleagues, with our resellers, with our suppliers and with our customers.

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Our Code of Conduct

1. Personal and Professional Behavior

Our personal and professional behavior must reflect and contribute to a productive, cooperative and respectful workplace.

Some of the things that you should consider when undertaking activities to meet SMART’s business objectives are:

• we should comply with the laws, rules and regulations of the jurisdictions within which we conduct business and with the requirements of the applicable securities regulators. This may sound simple, but given the increasing number of business scandals, maybe it is not. Simply stated and without exception, we should never break the law or cut corners on any matter and in particular employment, health and safety or environmental regulations. As a company we may choose to have a higher standard of personal and corporate behavior than the local jurisdiction may require;

• we should maintain and develop knowledge in our professional field and areas of responsibility;

• we should exercise our best judgment in the best interests of SMART. We should be aware of conflicts of interest and never do anything that would aid our competitors, hurt the company or act or give the appearance of acting for personal gain;

• we should maintain adequate documentation to support decisions made. A big part of being trusted and telling the truth is knowing what the truth is, which means keeping full and accurate records so we are never in doubt;

• we should act responsibly when becoming aware of any unprofessional or unethical behavior or wrong-doing by any other staff member by reporting it to People Services or a member of executive management; and

• we should comply with SMART’s policies, both the written words (inclusive of the explanatory Q&A’s) and the spirit.

2. Open and Respectful Communication

Open and respectful communication helps bring alive all our shared values. This means we listen to each other, we listen to our resellers and we listen to our suppliers and our customers. We should be open to questions.

We value differences in opinion and perspective. Diversity fosters better ideas, improved products and a collective sense of accomplishment. Although we may disagree with one another, we acknowledge that vigorous debate is healthy and assists in keeping the communication channels open.

When communication takes the form of a concern or complaint, we know that we can take that concern or complaint to People Services or a member of executive management without fear of retaliation.

3. Honest Communication

We should tell the truth to our resellers, our customers, our suppliers, our managers and each other.

We should never mislead customers about price, features or availability in our advertising and promotional materials. We should never misrepresent our products, and we should never make inaccurate promises or claims.

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4. Disagree and Commit

At SMART, the person with the higher position title doesn’t win a debate or disagreement simply by virtue of his position. Every person’s input is valued and differing perspectives are listened to and considered on their own merits. The truth and best ideas should win.

We should debate and argue our points in a constructive fashion, all the while ensuring we maintain integrity and respect during our debate. We value the points that don’t prevail as contributing to the best overall solution. We don’t make people feel small or insignificant because of our desire for vigorous debate and discussion.

Once a decision is reached, even if we disagree, we must commit to it, whether such commitment is through our actions, words or behavior.

5. Supplier Selection Based on Merit

We should make decisions fairly and without bias using the best factual information available. While we understand that business relationships can become personal relationships, we should also understand that personal feelings must never interfere with business decisions. Our first loyalty must be to SMART, not to a favored reseller or supplier. In fact, there should be no such thing as favored resellers or suppliers – just ones that will do the best thing for SMART.

6. Conflicts of Interest

A conflict of interest may arise where we engage in activities (including the procurement of goods and services for SMART) that advance or inhibit personal interests at the expense of SMART’s interests. We should never compete with SMART, and we should never let business dealings on behalf of SMART be influenced, or even appear to be influenced, by personal or family interests.

If this happens, or we suspect it could happen, we are required to disclose to People Services or a member of executive management any financial, personal or other interest or potential interest which could directly or indirectly compromise the performance of our duties at SMART and take all necessary action to avoid the conflict or obtain approval from People Services or a member of executive management to proceed. In addition, in order to avoid conflicts of interest, members of executive management and members of SMART’s board of directors and advisory boards are required to disclose to SMART’s general counsel any material transaction or relationship that reasonably could be expected to give rise to such a conflict.

Three areas in which a conflict of interest may arise, and about which we are especially careful, are as follows:

Competing with SMART: We should never enter into any unauthorized business relationships with competitors.

Acting for Personal Gain: Each of us should ensure that our personal interests do not interfere with business dealings or with our loyalty to or responsibilities at SMART. For example:

• we should never work for, represent or favor for personal reasons any supplier or reseller in its dealings with SMART;

• we should never accept any personal payments or bribes in exchange for doing business with a particular supplier, reseller or customer;

• we should never influence, either directly or indirectly, SMART in its relations or dealings with suppliers or resellers with whom we may have a personal or financial relationship; and

• we should never use SMART’s name, logo, information, equipment, property, time or other resources to engage in outside activities that have not been sanctioned by SMART. Our outside activities should be kept separate from our employment at SMART.

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7. Gifts and Acts of Hospitality

Policy Statement

The giving of business gifts is a customary way to strengthen business relationships and, with some restrictions, is a lawful business practice. We may receive appropriate, lawful business gifts in connection with our work with commercial customers and other nongovernmental parties, provided that all such gifts are:

a) nominal in value; and

b) not received with the intent or prospect of influencing the recipient’s business decision-making.

Gifts that are reasonably estimated to exceed $125 in value must be;

(i) reported to and approved by an executive (ie. VP level); and

(ii) logged in the central registry maintained by the executive assistant to the CEO.

Expectations of SMART Employees

While SMART adopts and institutes numerous policies and procedures which detail expectations of employee behavior and actions, ultimately we are entrusted with the responsibility to exercise good judgment, be mindful of proper business ethics, and take ownership of our decisions.

We are expected to exercise our best judgment in the best interests of SMART. We should be mindful of conflicts of interest, and never do anything that would give the appearance of acting for personal gain. Personal interests should never interfere with business dealings or with loyalty or responsibilities to SMART. Personal payments or bribes should never be accepted in exchange for doing business, and gifts should never be accepted if they would influence us, directly or indirectly, in our relationship with the giver. We must never accept a gift or act of hospitality that would reflect badly on the SMART organization, or which conflicts with the inherent values of the Company.

Gifts and Acts of Hospitality

We should act in the best interest of SMART. Gifts or acts of hospitality of any value should not be accepted if there is an explicit or implicit assumption that influence has been exchanged for the favor. If we are responsible for making a purchase or influencing a purchasing decision (whether it be for supplies or services in any aspect of SMART’s business), we must be extra careful to assess whether there could be any explicit or implicit assumption that influence has been exchanged for the favor.

If we can say with certainty that no favor is asked for or gained, gifts of value and acts of hospitality may be accepted, provided approval is received from our executive when required. A significant amount of responsibility and expectation falls on us and our managers to exercise good judgment at all times, and to have the ability to conduct an objective assessment of an incoming gift or act of hospitality. If there is ever any doubt as to the acceptable nature of a gift, we should raise the issue with our manager.

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WE MAY accept a gift that is:

• A reasonable complement to the business relationship;

• Infrequent;

• In good taste;

• Unsolicited;

• Of the type customarily offered to others having a similar relationship; and

• In compliance with applicable laws and regulations.

A gift that is reasonably expected to exceed $125 requires approval from our executive and must be logged in the central registry.

Specific examples of acceptable gifts are:

• Occasional food or consumables personally delivered, provided in gift baskets, or provided at an event or restaurant outing;

• Occasional material goods (e.g. flowers, books, novelties); or

• Occasional invitations to attend an event in the city (e.g. sports event, music event, stampede show, golfing event, etc.) This may include invitations to attend such events in a “box seat” venue, however it is necessary to be mindful of the frequency of such invitations from a singular source. Once or twice per year may be acceptable, depending on the business relationship. For events that would require an employee to be absent for a majority of a working day, that employee will do so on personal time off unless explicitly approved by our manager.

We MAY NEVER accept a gift that is:

• Cash or cash equivalent (e.g. gift certificate);

• A cash loan, or a loan of a significant material object or good (.e.g. expensive vehicle, use of condominium in a vacation spot, etc.);

• Personal services;

• Offered when important business decisions are being made;

• An event or meal where the business partner is absent; or

• Illegal or inappropriate (e.g. adult entertainment).

As a general rule, we are encouraged to decline gifts or hospitality if we would feel uncomfortable advising a manager, colleague, family member, friend, or the public that they had accepted the gift. We should also decline gifts if the receipt of such gifts would create the feeling of obligation to the giver.

If there is any uncertainty, we should consult our manager for direction. Managers are required to consult their own supervisors if they have any doubt about the appropriateness of a gift. Any specific concerns may be raised at any time with the Legal Department.

8. Speaking Fees

If we receive speaking fees, we do not keep the fees personally, but rather report the receipt thereof to a member of executive management and should also report to the executive assistant to the CEO who shall record it in the central registry. The fees should then be provided to SMART’s treasurer or designate and will be deposited to the credit of SMART.

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9. Selling

We believe in fair competition. We should not disparage our competitors even though we may compare our offerings to theirs. We should communicate in a way that ensures that our customers understand our contracts and understand that we stand behind our products and our services. We believe that anything less does a disservice to our customers and diminishes SMART’s brand and reputation.

We should never render any secret payments to resellers, suppliers, customers or government intermediaries in order to secure SMART’s selection as a supplier of product.

10. Public Comment and Behavior

We should ensure that our public comments (either verbal or written) made in our personal capacity are not attributed as official comments of SMART. In this regard, we should not use SMART stationery or letterhead for private correspondence or for purposes not related to our employment duties. When we attend events sponsored by SMART or our resellers, suppliers or customers, we should ensure our behavior is professional, keeping in mind we are there as representatives of SMART.

If we are asked by a reseller, supplier or customer for a product endorsement or testimonial, we should ensure that we have the prior approval by the appropriate members of executive management or by the CEO before agreeing to such endorsement or testimonial. The endorsement or testimonial must not reveal any trade secrets of SMART, must be reflective of SMART’s view as a whole (and not just reflective of our personal opinion) and must not adversely affect SMART’s reputation in the community.

Under no circumstances are we permitted to comment on any legal matter in which SMART may be involved. All requests for comments surrounding legal matters are to be referred to SMART’s general counsel.

11. Business Expenses and Credit Card Use

We should use our best judgment when claiming business related expenses or using our business credit card. Business expenses and credit card transactions must:

• be a necessary expense of SMART and an allowable charge against a budgeted reference code;

• have a clear business purpose and be directly related to the goals and mission of SMART;

• be reasonable and appropriate under the circumstances and in moderation and good taste; and

• be fully documented.

The following are examples of expenses and credit card transactions which we should not incur:

• excessive or extravagant costs;

• in the case of credit card transactions, anything of a personal nature, whether intended for reimbursement by us or not;

• expenses incurred in connection with our personal business including parking fees, parking tickets, club memberships, etc.;

• “working meals” where we take another employee to breakfast, lunch or dinner, except where we are invited at SMART’s or our manager’s request;

• gifts for other employees, other than provided through official recognition programs authorized by a member of executive management;

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• expenses for our spouses; and

• any unexplained or undocumented expenses.

If we are unsure about the appropriateness of a particular expenditure as a business expense, we consult with our manager. All expenditures must be accompanied by an original receipt, and documentation must include:

• the date, location and description of the expenditure;

• the name(s), title, company, affiliation and business relationship of the person(s) in attendance;

• the business purpose for incurring the expense; and

• approval of the expenditure through normal administrative channels.

12. Use of SMART’s Resources

We should ensure that resources (i.e. materials, funds, personnel, equipment, plant, facilities, electronic communications, inventory, logos and letterhead) entrusted to us are used efficiently, carefully, lawfully and honestly. Unless permission has been granted, SMART resources are not used for personal purposes.

13. Intellectual Property of Others

Our obligation to protect SMART’s assets includes SMART’s proprietary information. Proprietary information includes any confidential information, as well as SMART’s intellectual property. Examples of proprietary information include intellectual property (such as trade secrets, patents, trademarks (such as logos), copyrights and exclusive photo images), business, marketing and service plans, policies and procedures manuals, designs, databases, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate SMART’s policies and could be illegal and result in civil or criminal penalties.

14. Information Technology

SMART’s information technology systems, including computers, e-mail, intranet and internet access, telephones and voicemail are the property of SMART and are to be used primarily for business purposes. SMART information technology systems may be used for minor or incidental personal messages provided that such use is kept at a minimum and is in compliance with SMART’s policies and this Code of Conduct. Electronic documents and messages (including voicemail, e-mail and SMS) sent, received, created or modified by SMART personnel are considered SMART property and we must recognize that they are not “personal” or “private” Unless prohibited by law, SMART reserves the right to access and disclose (both internally and externally) electronic documents and messages, as well as, to specify, configure and restrict its electronic systems as necessary for its business purposes. SMART personnel should use good judgment and not access, send messages or store any information that they would not want to be seen or heard by others.

15. Outside Work

We are permitted, under certain conditions, to engage in outside work, provided such employment does not adversely affect our work performance or does not give rise to a conflict or potential conflict of interest.

At all times we are expected to give our full time and attention to our duties at SMART and any outside work would be considered a conflict if we are unable to perform our duties to the level expected. We understand that we may have professional designations or levels of responsibility in our duties at SMART that would render outside work unacceptable.

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If we are a member of a designated profession or if we have managerial duties (or higher) at SMART, then it will be assumed that any outside work is a time and dedication conflict, and we will be required to devote our full time and attention only to SMART.

16. Government

SMART provides products and services to various government agencies. Although the principles embedded in our Code of Conduct apply to all of our business dealings, there are special rules and regulations applicable to our government contracting business that don’t apply to commercial, nongovernmental business. As part of our ongoing commitment to provide all our customers with the products and services they have come to expect, we should adhere fully to the unique rules and regulations that govern our government business.

We understand that activities which might be perfectly appropriate when working with nongovernmental customers may be improper when selling to government. Such unique rules and regulations help ensure that the government pays a fair price for its purchases and gets what it bargained for. In addition, the unique rules that apply to government sales help ensure that the government is not being influenced to make purchases or choose suppliers on any basis other than price, supplier capability, past performance and product quality.

Consequences for non-compliance are serious. Knowingly submitting a false claim or statement to a government agency could subject SMART and its employees to criminal sanctions and exclude SMART from all sales to government as well as institutions of higher learning.

Questions about working with the government can be answered by our general counsel.

17. Competition Laws

It is the policy of SMART to require us and all contractors to comply fully and in good faith with competition laws of jurisdictions in which we do business in all aspects of SMART’s operations. To that end, SMART has developed a Competition Compliance Policy to summarize the general principles of competition law compliance and to provide us with enough knowledge to recognize an area of competition law risk. We and all contractors are required to review and abide by the Competition Compliance Policy, which is incorporated by reference into this Code of Conduct and is available on SMART’s Intranet.

Questions about competition laws can be answered by our general counsel.

18. Anti-bribery Compliance

SMART prohibits any and all bribery. It is the policy of SMART to require us and third parties working on SMART’s behalf, to fully comply with all anti-bribery laws in every jurisdiction in which SMART does business, and in all aspects of SMART’s operations. To that end, SMART has an Anti-Bribery Compliance Policy to ensure we understand the general principles of anti-bribery laws and to ensure that SMART is in compliance with all anti-bribery legislation. We and all third parties working on SMART’s behalf are required to review and abide by the Anti-bribery Compliance Policy, which is incorporated by reference into this Code of Conduct and is available on SMART’s Intranet.

Questions about anti-bribery compliance can be answered by our general counsel.

19. A Non-discriminatory Environment

SMART fosters a work environment in which all individuals are treated with respect and dignity. SMART is an equal opportunity employer and does not discriminate against us or potential

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employees, officers or directors on the basis of race, color, religion, sex, national origin, age, sexual orientation or disability or any other category protected by any applicable law, rule and regulation and, in addition, in accordance with the laws, rules or regulations applicable in the jurisdiction where such personnel are located. SMART will make reasonable accommodations for our compliance with applicable laws, rules and regulations. SMART is committed to actions and policies to assure fair employment, including equal treatment in hiring, promotion, training, compensation, termination and corrective action and will not tolerate discrimination by anyone.

20. Harassment-Free Workplace

We will not tolerate harassment of SMART personnel, customers or suppliers in any form.

21. Sexual Harassment

Sexual harassment is illegal and we are prohibited from engaging in any form of sexually harassing behavior. Sexual harassment means unwelcome sexual conduct, either visual, verbal or physical, and may include, but is not limited to, unwanted sexual advances, unwanted touching and suggestive touching, language of a sexual nature, telling sexual jokes, innuendoes, suggestions, suggestive looks and displaying sexually suggestive visual materials.

22. Substance Abuse

We are committed to maintaining a safe and healthy work environment free of substance abuse. We are expected to perform our responsibilities in a professional manner and, to the degree that job performance or judgment may be hindered, be free from the effects of drugs and/or alcohol. For health and safety reasons, if you see or suspect that someone is operating under the influence of drugs or alcohol, inform your manager immediately.

23. Workplace Violence

The workplace must be free from violent behavior. Threatening, intimidating or aggressive behavior, as well as bullying, subjecting to ridicule or other similar behavior toward fellow employees or others in the workplace will not be tolerated.

24. Health and Safety

We are committed to providing a healthy and safe workplace in compliance with applicable laws, rules and regulations. We must be aware of the safety issues and policies that affect our job, other personnel and the community in general. Managers, upon learning of any circumstance affecting the health and safety of the workplace or the community, must act immediately to address the situation. We must immediately advise our manager of any workplace injury or any circumstance presenting a dangerous situation to us, other co-workers or the community in general, so that timely corrective action can be taken.

25. Disclosures

When we make a good-faith internal disclosure regarding conduct or potential conduct that is in violation of our Code of Conduct, such a disclosure will be free from any reprisals or retribution to our ongoing employment with SMART. If we have concerns about a violation of this Code of Conduct or other illegal or unethical conduct, we will contact People Services or a member of executive management.

26. Confidentiality

We should keep confidential, and only divulge to people within SMART who need to know, any confidential information about SMART, its employees, resellers or customers. We should comply with any confidentiality requirements relating to confidential information covered under any agreements we may have with a former employer and no confidential information we obtained during a prior job should be accessed or used in performing our jobs at SMART.

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27. Responsibilities After Leaving SMART

If we leave SMART, we do not use or take advantage of personal, confidential or official information we have obtained during our employment with SMART (whether as employee, consultant or contractor), which is consistent with our obligations under our Confidentiality and Assignment of Intellectual Property Rights Agreement. Equally, we should be careful in our dealings with former staff members and we should not give them favorable treatment or access to personal, confidential or corporate information.

28. Failure to Comply with Requirements

This Code of Conduct is designed to promote and enhance our personal, professional and ethical behavior. If we are found to have breached the Code of Conduct, SMART may take action against us. We understand that such action may include disciplinary action up to and including termination from SMART with cause and referral of the matter to government authorities.

29. Monitoring Compliance

SMART’s board of directors is responsible for monitoring our compliance with this Code of Conduct and will assess the adequacy of this Code of Conduct periodically. Appropriate records evidencing compliance will be maintained by SMART, including copies of documents relating to violations of this Code of Conduct.

30. Waivers

Any waiver of this Code of Conduct for directors or members of senior management may be made only by our board of directors (or a committee of the board of directors to whom that authority has been delegated) and will be disclosed promptly if required by law or stock exchange regulation, including the filing of a material change report describing the date of waiver, the parties involved, the reasons of SMART’s board of directors for approving the waiver or not sanctioning the respective departure and any measures taken by the board of directors to address the situation.

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Making the Right Decision

There will be times when this Code of Conduct won’t answer your specific question. As you read through the following questions and consider your answers, remember that there is help available. Nothing is insurmountable – there is always a solution.

1. Analyze the situation

• What caused the situation?

• Are there any written SMART policies for dealing with the situation?

• Who can you consult to help you work through the situation (People Services or a member of executive management)?

• What are the possible choices for resolving the problem?

• Is compromise possible without violating SMART’s shared values?

2. Evaluate the possible

• Determine who might be hurt and who might be helped

• Quantify the extent of the harm and the magnitude of the benefit

• Of the choices you have identified, which are the most consistent with SMART’s shared values?

3. Then ask yourself the following:

• Will my decision seem like the right one the next day or over time?

• Would I feel comfortable telling my manager?

• How would I feel if my decision were to be publicized in the newspaper?

• Could I testify in a court of law or before a government agency about my decision without exposing SMART or myself to liability?

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Frequently Asked Questions

Does SMART expect me to follow our Code of Conduct even if it means losing business or lowering profits?

Yes. SMART firmly believes that long-term business success can only be achieved by adhering to our shared values and the principles outlined in our Code of Conduct. Guidance in those challenging situations that could cause SMART to lose business must be obtained through People Services or a member of executive management.

If I encounter a questionable situation not covered by our Code of Conduct does it mean that I can proceed?

No. No document can ever cover every situation. We believe that applying our shared values and common sense will help you work through most, if not all, problems. As well, you can always engage in a conversation with People Services or a member of executive management to discuss any particular situation.

What if my manager directs me to engage in conduct that would benefit SMART, but would violate our Code of Conduct?

Contact People Services or a member of executive management immediately.

Will I get in trouble for reporting, in good faith, a violation or suspected violation of our Code of Conduct?

No. Executive management knows that the effectiveness of our Code of Conduct depends on all staff believing that they can report suspected violations without fear of retaliation.

How do I report a violation?

Report it to People Services or a member of executive management immediately [or through the hotline].

Can I report suspected violations of our Code of Conduct anonymously?

It would be very difficult for SMART to investigate an anonymous lead on a suspected violation of our Code of Conduct. If you believe there has been a violation of the Code, come forward and report it. You will be protected from retaliatory conduct for reporting what you reasonably believe is a violation of the Code of Conduct, even if it is ultimately determined that the action in question did not constitute a violation. However, the reporting by you of an incident on a malicious or false basis will be subject to appropriate corrective action, up to and including termination for cause.

If it is determined that an investigation is required, the investigation will be carried out with as much confidentiality as is possible in the circumstances.

How do I know if I’m at risk of making a mistake?

You’re probably at risk if you are concerned about any one of the following:

• If you’re concerned about whether your actions will be discovered

• If you catch yourself rationalizing your decision

• If you feel uncomfortable about what you’re doing

• If you’d be uneasy if your family or friends heard about what you’re doing or read about what you’ve done in the paper

Why can I accept gifts of nominal value?

We assume that a nominal gift (i.e. pen, mug, t-shirt, etc.) is not enough to influence our business decisions and is merely a thoughtful gesture on the part of the donor.

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Why can’t I accept gifts of more than nominal value without approval by an executive?

The acceptance of a gift of more than nominal value could influence your business decision. Contracts into which we enter and agreements we sign are predicated upon rational business practices, not on the gifts you might receive. Any gift of more than nominal value must be reported to a member of executive management who will in turn record it and whether or not it was approved in SMART’s central register.

I am responsible for making and/or influencing a purchasing decision. Are there any rules I need to consider relating to a potential conflict of interest?

Purchasing, whether it be working in the actual purchasing department or otherwise making (or influencing) a purchasing decision, is the function in SMART that commits the largest amounts of money on the part of SMART. The value of this business is significant to SMART and to its suppliers. Accordingly, it is important that all decisions we make and agreements into which we enter are done so without the influence of gifts, but instead based on solid business practices. In these instances, it is even more important that we do not accept any acts of hospitality or accept gifts of more than a nominal value.

My wife owns a small stationery supply store, which is unrelated to my job at SMART. I’m sure her company can supply products less expensively than SMART currently gets the products. Is my wife’s company eligible as a vendor to SMART?

Yes, your wife’s company could be a vendor to SMART provided that (1) she does not use your employment to influence the bidding process or the acquisition of business; (2) you do not participate in your wife’s business when it comes to supplying stationery to SMART; (3) you do not participate, either directly or indirectly, in the evaluation or performance of the work if your wife gets the job; and (4) you report the relationship to your manager in advance of the bid.

Are there any restrictions to accepting a second job?

You are free to use your own time as you see fit, including securing a second job, provided it does not conflict with your responsibilities at SMART and does not inhibit your ability to give your full time and attention to your duties at SMART. You can’t accept a second job that would detract from your full time and attention to your duties at SMART, discredit or adversely affect SMART or create, or appear to create, an appearance of impropriety or a conflict of interest.

I travel a fair bit for SMART business. Can I keep the frequent flyer points I accumulate?

Yes, you are permitted to keep frequent flyer points and use them for personal travel. However, you can’t influence or change travel plans made by SMART’s travel coordinator merely to receive these benefits. Doing so would constitute a conflict of interest and violation of our Code of Conduct.

Do I have to protect SMART’s confidential information even after I leave SMART’s employ?

Yes. You’re not permitted to personally use or disclose to third parties SMART’s confidential information, even after you have left SMART.

Am I permitted to take obsolete equipment home, especially if it would probably be scrapped anyway?

No. Taking SMART equipment, even if it appears to be obsolete is not permitted without the prior written permission from a member of executive management.

I know one of my co-workers just purchased a new software program and that my group doesn’t have the budget to purchase the software. Am I permitted to copy the software onto another SMART computer?

Generally, no. Software should not be copied onto computers other than the one to which it was licensed, unless the software license agreement allows for multiple copies. Absent such permission, it would be a violation of law and SMART policy to make unauthorized copies of software or other copyrighted materials. In addition, remember that software acquisition and loading is managed by the Information Systems group. Accordingly, you must contact a member of this group before undertaking such activities.

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A supplier of SMART is offering “free” peripheral product when certain volumes of other product are purchased. May I keep the “free” product?

No. The benefit earned is on account of SMART business and the free peripheral product is the property of SMART.

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EX-11.2

Exhibit 11.2

CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

SMART Technologies Inc. (the “Company”) has a Code of Conduct applicable to all directors and employees of the Company. The Chief Executive Officer of the Company (“CEO”) and all senior financial officers, including the Chief Financial Officer and principal accounting officer of the Company, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Conduct, the CEO and senior financial officers are subject to the following additional procedures (the “Code of Ethics”):

1. The CEO and all senior financial officers shall endeavor to ensure that disclosure in filings made by the Company with the Securities and Exchange Commission (“SEC”) and the Canadian securities regulators and in other public communications made by the Company are full, fair, accurate, timely and understandable. The CEO and each senior financial officer shall promptly bring to the attention of the Disclosure Committee any material information of which he may become aware that materially affects the disclosures made by the Company in its public filings or otherwise assist the Disclosure Committee in fulfilling its responsibilities.

2. The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the CEO and to the Audit Committee any information he may have concerning any violation of this Code of Ethics or concerning any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

3. The CEO and each senior financial officer shall endeavor to ensure that the Company is in compliance with all governmental laws, rules and regulations applicable to the Company. The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the CEO and to the Audit Committee any information he may have concerning evidence of a material violation of laws, rules or regulations applicable to the Company or of any violation of this Code of Ethics.

4. The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code of Ethics by the CEO and the senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code of Ethics. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account, among other things, all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

Adopted by the Audit Committee

July, 2010

EX-12.1

Exhibit 12.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a)

of the Securities Exchange Act of 1934

CERTIFICATION

I, Neil Gaydon, certify that:

1. I have reviewed this annual report on Form 20-F of SMART Technologies Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of company’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Dated this 27^th day of June, 2013.

	/s/ Neil Gaydon
By:	Neil Gaydon President and Chief Executive Officer

EX-12.2

Exhibit 12.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)

of the Securities Exchange Act of 1934

CERTIFICATION

I, Kelly Schmitt, certify that:

1. I have reviewed this annual report on Form 20-F of SMART Technologies Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of company’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Dated this 27^th day of June, 2013.

	/s/ Kelly Schmitt
By:	Kelly Schmitt Vice President Finance & Chief Financial Officer

EX-13.1

Exhibit 13.1

Certification of Principal Executive Officer

pursuant to

18 U.S.C. Section 1350

as adopted pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002

In connection with the annual report of SMART Technologies Inc. (the “Company”) on the Form 20-F for the fiscal year ending March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Neil Gaydon, President & Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated June 27, 2013.

By:	/s/ Neil Gaydon
	Neil Gaydon
	President & Chief Executive Officer

EX-13.2

Exhibit 13.2

Certification of Principal Financial Officer

pursuant to

18 U.S.C. Section 1350

as adopted pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002

In connection with the annual report of SMART Technologies Inc. (the “Company”) on the Form 20-F for the fiscal year ending March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kelly Schmitt, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated June 27, 2013.

By:	/s/ Kelly Schmitt
	Kelly Schmitt
	Vice President & Chief Financial Officer

EX-15.1

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

SMART Technologies Inc.

We consent to the incorporation by reference in the Registration Statement (No. 333-181530) on Form S-8 of SMART Technologies Inc. of our reports for the fiscal year ended March 31, 2013, dated May 16, 2013, on (i) the consolidated financial statements of SMART Technologies Inc. which comprise the consolidated balance sheets as at March 31, 2013 and 2012, the consolidated statements of operations, comprehensive (loss) income, shareholders’ deficit, and cash flows for each of the years in the three-year period ended March 31, 2013, and (ii) the effectiveness of internal control over financial reporting as of March 31, 2013, which reports appear in the Annual Report on Form 20-F of SMART Technologies Inc. for the fiscal year ended March 31, 2013.

/s/ KPMG LLP

Chartered Accountants

Calgary, Canada

June 27, 2013

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(Loss) Earnings Per Share Amounts - Schedule of Earnings Per Share Basic and Diluted (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Earnings Per Share [Abstract]
Net (loss) income for basic and diluted earnings per share available to common shareholders	$ (54,495)	$ 31,044	$ 68,846
Weighted-average number of shares outstanding - basic	120,744,832	122,726,275	130,775,288
Effect of dilutive securities - stock-based compensation		643,768
Weighted-average number of shares outstanding - diluted	120,744,832	123,370,043	130,775,288
(Loss) earnings per share - Basic	$ (0.45)	$ 0.25	$ 0.53
(Loss) earnings per share - Diluted	$ (0.45)	$ 0.25	$ 0.53

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Stock-based Compensation - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance Class A Subordinate Voting Shares	10.00%
Stock-based awards available for future grant	6,890,566
Stock-based compensation expense	$ 3,337	$ 9,128	$ 9,181
Expected time to recognize compensation expense	47 months
Estimated annual future forfeiture rate	10.00%
Change in accounting policy [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	303
Increase in stock-based compensation	1,548
Impact on Opening Deficit	1,245
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	1,249	2,528	1,105
Share based compensation cost not yet recognized	1,676
RSU [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected time to recognize compensation expense	32 months
Share Based Compensation, number of units vested	140,313
Share based compensation fair value on date of grant	$ 556
Settlement of shares through transfer	25,298
Issuance of treasury shares for settlement	115,015
Compensation expense not yet recognized	1,603
RSU [Member] | Time Based R S U [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	1,389	636	0
Restricted share units issued	2,483,000	250,850
Restricted share units forfeited	741,801	19,900
RSU [Member] | Performance Based RSU [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	(332)	546	0
Restricted share units issued	197,000	404,250
Restricted share units forfeited	473,500
Deferred Share Unit [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 49	$ 175	$ 0
Class A [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Settlement of shares through transfer	140,313
Purchase of shares	25,298

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Stock-based Compensation - Schedule of Weighted Average Fair Value of Stock Options Granted (Detail) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock options granted during the year	$ 0.72	$ 2.00	$ 5.59
Assumptions
Volatility		45.00%	45.00%
Expected life in years	4 years	4 years	4 years
Expected dividend yield	0.00%	0.00%	0.00%
Minimum [Member]
Assumptions
Risk-free interest rate	0.49%	0.60%	0.96%
Volatility	62.15%
Maximum [Member]
Assumptions
Risk-free interest rate	0.89%	1.43%	1.49%
Volatility	64.67%

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Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Mar. 31, 2012
Assets
Fair value of assets	$ 117,528	$ 77,005
Liabilities
Fair value of liabilities	1,602	908
Money market funds [Member]
Assets
Fair value of assets	117,065	76,114
Derivative instruments [Member]
Assets
Fair value of assets	463	891
Derivative Instruments [Member]
Liabilities
Fair value of liabilities	1,602	908
Level 1 [Member]
Assets
Fair value of assets	117,065	76,114
Liabilities
Fair value of liabilities
Level 1 [Member] | Money market funds [Member]
Assets
Fair value of assets	117,065	76,114
Level 1 [Member] | Derivative instruments [Member]
Assets
Fair value of assets
Level 1 [Member] | Derivative Instruments [Member]
Liabilities
Fair value of liabilities
Level 2 [Member]
Assets
Fair value of assets	463	891
Liabilities
Fair value of liabilities	1,602	908
Level 2 [Member] | Money market funds [Member]
Assets
Fair value of assets
Level 2 [Member] | Derivative instruments [Member]
Assets
Fair value of assets	463	891
Level 2 [Member] | Derivative Instruments [Member]
Liabilities
Fair value of liabilities	1,602	908
Level 3 [Member]
Assets
Fair value of assets
Liabilities
Fair value of liabilities
Level 3 [Member] | Money market funds [Member]
Assets
Fair value of assets
Level 3 [Member] | Derivative instruments [Member]
Assets
Fair value of assets
Level 3 [Member] | Derivative Instruments [Member]
Liabilities
Fair value of liabilities

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Goodwill

12 Months Ended

Mar. 31, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

8. Goodwill

Changes to the carrying amount of goodwill during the year ended March 31, 2013 were as follows:

Balance at March 31, 2012	$	34,173
Impairment of goodwill		(34,173	)
Balance at March 31, 2013	$	—

During the nine months ended December 31, 2012, the continuing decline of both the Company’s share price and revenue had reached levels where management concluded that it was more likely than not that a goodwill impairment existed. As a result, the second step of the goodwill impairment test was performed.

The estimated fair value of the Company was determined utilizing an income approach which was then corroborated with a market approach. Under the income approach, the Company calculates the fair value of its single reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used estimates the rate a market participant would expect and is calculated based on the weighted-average cost of capital adjusted for the relevant risk associated with company-specific characteristics and the uncertainty related to the Company’s ability to execute on the projected cash flows. Under the market approach, the Company’s market capitalization was used as a key input for the determination of the fair value of the Company. The Company believes that the market capitalization alone does not capture the fair value of the business as a whole, or the substantial value that an acquirer would obtain from its ability to obtain control of the business. Consequently, the Company developed an estimate for the control premium that a marketplace participant might pay to acquire control of the business in an arms-length transaction.

The impairment loss was measured by estimating the implied fair value of the Company’s goodwill and comparing it with its carrying value. Using the Company’s fair value detailed above as the acquisition price in a hypothetical acquisition of the Company, the implied fair value of goodwill was calculated as the residual amount of the acquisition price after assigning fair value to net assets, including working capital, property and equipment and both recognized and unrecognized intangible assets.

Based on the results of the second step of the goodwill impairment test, it was concluded that the full carrying value of goodwill was impaired. Consequently, the Company recorded a goodwill impairment charge of $34,173 and reported this amount as a separate line item in the consolidated statements of operations.

The Company considered as part of the impairment test at the time the recoverable amount if its other long-lived assets and concluded that these assets were not impaired.

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2010 Reorganization and Initial Public Offering - Additional Information (Detail) In Thousands, except Share data, unless otherwise specified	1 Months Ended									1 Months Ended
	Sep. 30, 2010 Unsecured Term Loans [Member] USD ($)	Jul. 31, 2010 Unsecured Term Loans [Member] USD ($)	Sep. 30, 2010 Construction Credit Facility [Member] USD ($)	Jul. 31, 2010 Construction Credit Facility [Member] USD ($)	Sep. 30, 2010 Construction Loans [Member] USD ($)	May 13, 2010 Class A Preferred Shares [Member] USD ($)	May 13, 2010 Class A Preferred Shares [Member] CAD	May 13, 2010 Class B Shares [Member] CAD	May 13, 2010 Class A Subordinate Voting Share [Member]	Jun. 24, 2010 Class A Subordinate Voting Shares [Member]	Mar. 31, 2013 Class A Subordinate Voting Shares [Member]	Mar. 31, 2012 Class A Subordinate Voting Shares [Member]	Jul. 31, 2010 Class A Subordinate Voting Shares [Member]	Mar. 31, 2013 Class B Shares [Member]	Mar. 31, 2012 Class B Shares [Member]	Jul. 31, 2010 Class B Shares [Member]
Reorganization Items [Line Items]
Repayment of shareholder note payable						$ 8,016
Conversion of principal amount of shareholder note payable into Class A Preferred Shares and Class B shares							253,972	253,972
Conversion of accrued interest of shareholder note payable Class A Preferred Shares and Class B shares							75,074	75,074
Conversion of cumulative preferred shares into Class A Preferred Shares							84,883
Conversion of accrued dividends into Class A Preferred Shares							19,748
Share capital after completion of reorganization						433,676,686	433,676,686	170,089,800	10,957,191		41,110,669	41,762,810		79,464,195	79,464,195
Reverse split										0.5
Share capital after giving effect to IPO													44,308,596			79,464,195
Repayment of debt	$ 42,389	$ 40,000	$ 29,836	$ 19,244	$ 1,438

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Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Components Of Comprehensive Income [Abstract]
Income tax on unrealized gains (losses) on foreign currency translation	$ 96	$ 981	$ 0

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Basis of presentation and significant accounting policies

12 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Basis of presentation and significant accounting policies

1. Basis of presentation and significant accounting policies

The consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. All normal recurring adjustments considered necessary for fair presentation have been included in the financial statements. The significant accounting policies used in these GAAP consolidated financial statements are as follows.

(a) Principles of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been appropriately eliminated on consolidation.

(b) Use of estimates

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for various litigation claims, deferred revenue, allowance for doubtful receivables, inventory valuation, warranty provisions, sales incentive provisions, restructuring provisions, deferred income taxes, valuation of derivative financial instruments and impairment assessments of property and equipment, intangible assets and goodwill. Actual results could differ from these estimates.

(c) Foreign currency translation

The Company’s Canadian operations and its foreign subsidiaries, which solely provide marketing support, use the Canadian dollar (“CDN”) as their functional currency. For these entities, monetary assets and liabilities denominated in foreign currencies are translated using exchange rates in effect at the balance sheet date and non-monetary assets and liabilities denominated in foreign currencies are translated at historic rates. Gains and losses on re-measurement are recorded in the Company’s consolidated statements of operations as part of foreign exchange loss (gain). The Company’s United States (“U.S.”) and New Zealand operating subsidiaries have the U.S. dollar as their functional currency and its Japanese operating subsidiary has the Japanese Yen as its functional currency. The financial statements of these subsidiaries are translated into Canadian dollars using the method of translation whereby assets and liabilities are translated using exchange rates in effect at the balance sheet date and revenues and expenses are translated using average rates for the period. Exchange gains or losses from the translation of these foreign subsidiaries financial results are credited or charged to foreign currency translation included in other comprehensive income for the period and accumulated other comprehensive loss as part of shareholders’ deficit.

The Company uses the U.S. dollar as its reporting currency. The Canadian dollar consolidated financial statements are translated into the U.S. dollar reporting currency using the current rate method of translation. Exchange gains or losses are included as part of other comprehensive income for the period and accumulated other comprehensive loss as part of shareholders’ deficit.

(d) Cash and cash equivalents

Cash equivalents consist primarily of short-term investments with an original maturity of three months or less and are carried on the consolidated balance sheet at cost which approximates fair value.

(e) Trade receivables

Trade receivables reflect invoiced and accrued revenue and are presented net of an allowance for doubtful receivables.

The Company evaluates the collectability of its trade receivables based on a combination of factors on a periodic basis. The Company considers historical experience, the age of the trade receivable balances, credit quality of the Company’s resellers and distributors, current economic conditions, and other factors that may affect the resellers’ and distributors’ ability to pay.

(f) Inventory

Raw materials and finished goods inventory is stated at the lower of cost, computed using the first-in, first-out method, or market. If the cost of the inventory exceeds its market value, provisions are made for the difference between the cost and the market value. Prior to the Company’s transition of product assembly to contract manufacturers during the year ended March 31, 2012, the cost included the cost of materials, direct labor and the applicable share of production overhead.

(g) Property and equipment

Property and equipment are recorded at cost and depreciated and amortized to their net residual value over their estimated useful lives using the straight-line method. The Company capitalizes certain internal and external costs incurred to acquire or develop internal-use software. Capitalized software costs are amortized over the estimated useful life of the software. Depreciation and amortization is calculated using the following rates.

Building	25 years
Information systems, hardware and software	2 - 4 years
Assembly equipment, furniture, fixtures and other	2 - 4 years

Depreciation charges related to equipment used in assembly operations held at the Company’s contract manufacturers are included in cost of sales.

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. Any impairment charge is recognized to reduce the carrying value of the assets to its estimated fair value in the period in which it is identified.

(h) Goodwill

Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the recognized amounts of the assets acquired, less liabilities assumed. Goodwill is not amortized, but is assessed annually for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The Company consists of a single reporting unit. When a qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, an impairment test is carried out in two steps. In the first step, the carrying amount of the reporting unit is compared with its fair value. If the carrying amount of the reporting unit is greater than zero and its fair value exceeds its carrying amount, goodwill is considered not to be impaired and the second step of the impairment test is unnecessary. The second step is carried out when the carrying amount of the reporting unit exceeds its fair value, in which case the implied fair value of the goodwill is compared with its carrying amount to measure the amount of the impairment loss, if any. If the carrying amount of the reporting unit is zero or negative, the second step of the impairment test is performed when it is more likely than not that a goodwill impairment exists.

In the second step, the implied fair value of goodwill is determined in a similar manner as the value of goodwill is determined in a business combination, using the fair value as if it was the purchase price. The implied fair value of goodwill is calculated by measuring the excess of the estimated fair value of the Company over the aggregated estimated fair values of identifiable assets and liabilities. The conduct of the second step involves significant judgment on the selection of assumptions necessary to arrive at an implied fair value of goodwill. These assumptions include, but are not limited to, development of multi-year business cash flow forecasts, the selection of discount rates and the identification and valuation of unrecorded assets. When the carrying amount of the goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess.

(i) Intangible assets

Intangible assets are stated at cost less accumulated amortization and are comprised of acquired technology, customer relationships and other intellectual property.

Intangible assets are amortized as follows.

Acquired technology	5 - 10 years
Customer relationships	5 years
Other intellectual property	5 - 10 years

Intangibles with determinable lives are amortized using the straight-line method based on the estimated useful lives of the respective assets. When there is a change in the estimated useful life of a finite-lived intangible asset, amortization is adjusted prospectively. Intangible assets with finite lives are tested for impairment if events or conditions have occurred that indicate that their carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. Any impairment charge is recognized to reduce the carrying value of the intangible asset to its estimated fair value in the period in which such determination is made.

(j) Business combinations

The Company accounts for business combinations using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition except for deferred income tax assets and/or liabilities. The excess of the fair value of consideration transferred over the recognized amounts is recorded as goodwill. Any changes in the estimated fair values of the net assets recorded for acquisitions prior to the finalization of more detailed analysis, but not to exceed one year from the date of acquisition, will change the amount of goodwill recorded. All acquisition costs are expensed as incurred and in-process research and development costs are recorded at fair value as an indefinite-lived intangible asset and assessed for impairment thereafter until completion, at which point the asset is amortized over its expected useful life. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date.

(k) Deferred financing fees

Deferred financing fees represent the direct costs of entering into the Company’s long-term debt and credit facilities. For non-revolving credit facilities, costs are amortized as interest expense using the effective interest method. For revolving credit facilities, costs are amortized as interest expense using the straight-line method. The deferred financing fees are amortized over the term of the debt or credit facilities.

(l) Revenue recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, shipping occurs or services are rendered, the sales price is fixed or determinable and collection is reasonably assured. Revenue consists primarily of consideration from the bundled sale of hardware, software that is essential to the functionality of the hardware and technical support.

Revenue from the bundled sale of hardware, software and technical support is recognized in accordance with general revenue recognition accounting guidance and revenue from separate sales of software products and technical support is recognized in accordance with industry specific software revenue recognition accounting guidance. Amounts invoiced and cash received in advance of meeting these revenue recognition criteria are recognized as deferred revenue.

The Company offers certain incentives to customers based on purchase levels. These incentives are recorded as a reduction of related revenues when this revenue is recognized. Revenue is recorded net of taxes collected from customers that are remitted to government authorities with the collected taxes recorded as current liabilities until remitted to the relevant government authority. The Company’s arrangements do not include any provisions for refunds.

Revenue recognition for arrangements with multiple deliverables

For multi-element arrangements that include tangible products containing software essential to the product’s functionality and undelivered elements relating to the tangible product and its essential software, the Company allocates revenue to the multiple deliverables based on their relative selling prices. To determine the relative selling price the following hierarchy is used.

(i) vendor-specific objective evidence of fair value (“VSOE”);

(ii) third-party evidence (“TPE”); and

(iii) estimate of the selling price (“ESP”).

VSOE is established as the price charged for a deliverable when the same deliverable is sold separately by the Company. TPE of selling price is established by evaluating largely similar and interchangeable competitor products or services in stand-alone sales. The ESP is established considering internal factors such as internal costs, margin objectives, pricing practices and controls, customer and market conditions such as competitor pricing strategies for similar products, and industry data.

Substantially all the Company’s revenue is made up of the sales of interactive displays and accessories. Interactive displays consist of hardware products and software essential to the functionality of the hardware product that is delivered at the time of sale, and technical support, which includes future unspecified software upgrades and features relating to the product’s essential software to be received, on a when-and-if-available basis. The Company has allocated revenue between these deliverables using the relative selling price method.

The Company assesses incentives and discounts provided to customers in determining the relative selling prices of the deliverables in its arrangements to determine the most appropriate method of allocating such incentives and discounts to such deliverables. In general, the Company has concluded that allocating such incentives and discounts ratably to the deliverables based on the proportion of arrangement consideration allocated to each is appropriate based upon the way the Company currently sells its product.

The Company is unable to determine VSOE for its deliverables as they are not sold on a separate, stand-alone basis. The Company’s go-to-market strategy is the same or similar to that of its peers for these deliverables, in that product offerings are made in multiple deliverable bundles, such that the TPE of selling price of stand-alone deliverables cannot be obtained. Consequently, the Company is unable to establish selling price using VSOE or TPE and therefore uses ESP in its allocation of revenue.

Amounts allocated to the delivered hardware and the related essential software are recognized at the time of sale provided all the conditions for revenue recognition have been met. Amounts allocated to the technical support services and unspecified software upgrades are deferred and recognized using the straight-line method over the estimated term of provision. All product cost of sales, including estimated warranty costs, are recognized at the time of sale. Costs for research and development and sales and marketing are expensed as incurred.

Revenue recognition for software

The Company also sells software, technical support and unspecified software upgrade rights altogether separate from hardware. For software arrangements involving multiple elements, revenue is allocated to each element based on the relative fair value only if VSOE evidence of fair values, which is based on prices charged when the element is sold separately, is available. The Company does not have VSOE for the undelivered elements in its software sales and, accordingly, the entire arrangement consideration is deferred and amortized over three years, the estimated period that such items are delivered or that services are provided.

(m) Comprehensive income (loss)

Comprehensive income (loss) is comprised of net income and other comprehensive income (“OCI”).

OCI refers to revenues, expenses, gains and losses that under GAAP are recorded as an element of comprehensive income but are excluded from net income. OCI consists of foreign currency translation adjustments for the period which arise from the conversion of the Canadian dollar consolidated financial statements to the U.S. dollar reporting currency consolidated financial statements. OCI also includes foreign currency translation adjustments from those foreign subsidiaries that have a local currency as their functional currency that arises on translation of these foreign subsidiaries’ financial statements into their parent’s reporting currency.

(n) Financial instruments

Derivative financial instruments are used by the Company to manage its exposure to interest and foreign exchange rate fluctuations. To manage interest rate exposure, the Company enters into interest rate swap contracts and to manage foreign exchange exposure, the Company enters into forward and foreign exchange collar contracts. The Company does not use derivative financial instruments for speculative purposes.

Financial Accounting Standards Board (“FASB”) ASC 815—Accounting for Derivative Instruments requires all derivative financial instruments to be recognized at fair value on the consolidated balance sheet and outlines the criteria to be met in order to designate a derivative instrument as a hedge and the methods for evaluating hedge effectiveness. The fair value is calculated based on quoted market prices.

Derivative contracts that do not qualify as hedges under ASC 815, or where hedge accounting is not applied, are recorded at fair value in the consolidated balance sheet unless exempted from derivative treatment as meeting normal purchase and sale criteria. Any changes in the fair value of these derivative contracts are recorded in net income when those changes occur. The Company does not currently apply hedge accounting as defined by ASC 815 to any of its financial instruments.

(o) Income taxes

In accordance with FASB ASC 740—Accounting for Income Taxes, the Company uses the liability method of accounting for income taxes. Under the liability method, current income taxes are recognized for the estimated income taxes payable for the current year and deferred income taxes are recognized for temporary differences between the tax and accounting bases of assets and liabilities and the benefit of losses and other deductions carried forward for tax purposes that are likely to be realized. A valuation allowance is recorded against net deferred income tax assets if it is more likely than not that the asset will not be realized. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are scheduled to be recovered or settled. The effect on the deferred income tax assets and liabilities from a change in tax rates is recognized in net income in the period that the change is enacted.

The Company follows ASC 740 in assessing its uncertain tax positions and provisions for income taxes which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, prescribes a recognition threshold of more likely than not to be sustained upon examination and provides guidance on derecognition measurement classification, interest and penalties, accounting in interim periods, disclosure and transitions.

(p) Investment tax credits

The Company uses the flow-through method to account for investment tax credits (“ITCs”), earned on eligible Scientific Research and Experimental Development (“SR&ED”) expenditures. Under this method, the ITCs are recognized as a reduction (increase) to income tax expense (recovery).

ITCs are subject to technical and financial review by Canadian tax authorities on a project-by-project basis and therefore amounts received may vary significantly from the amounts recorded. Any such differences are recorded as an adjustment to the recognized amount in the year the SR&ED review is completed and the results are made known to the Company.

(q) Research and product development costs

Research costs are expensed as incurred. Development costs for products and licensed software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred subsequent to achievement of technological feasibility are usually not significant, and therefore most product development costs are expensed as incurred.

(r) Earnings per share

Per share amounts are based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share are calculated using the treasury stock method.

(s) Warranty provision

The Company provides for the estimated costs of product warranties at the time revenue is recognized and records the expense in cost of sales. Interactive displays and other hardware products are generally covered by a time-limited warranty for varying periods of time. The Company’s warranty obligation is affected by product failure rates, warranty periods, freight, material usage and other related repair or replacement costs. The Company assesses the adequacy of its warranty liability and adjusts the amount as necessary based on actual experience and changes in future estimated costs. The accrued warranty obligation is included in accrued and other current liabilities.

(t) Stock-based compensation

During the third quarter of fiscal 2013, the Company changed its method of accounting for stock-based compensation expense related to the fair value of options to the graded method from the straight-line method and has applied this change retrospectively from July 2010, the date of the Company’s initial option grants. Stock-based compensation expense for stock options is estimated at the grant date based on each option’s fair value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. The Company generally recognizes stock-based compensation expense ratably using the graded method over the requisite service period with an offset to additional paid-in capital. The BSM model requires various judgmental assumptions including volatility and expected option life. In addition, judgment is also applied in estimating the amount of stock-based awards that are expected to be forfeited, and if actual results differ significantly from these estimates, stock-based compensation expense and the Company’s results of operations would be impacted. Any consideration paid by employees on exercise of stock options plus any recorded stock-based compensation within additional paid-in capital related to that stock option is credited to share capital.

The Company classifies Restricted share units (“RSUs”), Performance share units (“PSUs”) and Deferred share units (“DSUs”) as equity instruments as the Company has the ability and intent to settle the awards in common shares. The compensation expense is calculated based on the fair value of each instrument as determined by the closing value of the Company’s common shares on the business day of the grant date. The Company recognizes compensation expense ratably over the vesting period of the RSUs and PSUs. For DSUs, compensation expense is recorded at the date of grant.

(u) Participant equity loan plan

The Company has a Participant Equity Loan Plan (the “Plan”), under which the Company loaned funds to certain employees for the purpose of allowing these employees the opportunity to purchase common shares of the Company at fair value. Common shares issued under the Plan are subject to voting and transferability restrictions that lapse based on certain events.

Shares purchased under the Plan are reported as share capital at their fair value on the date of issue. The outstanding related employee loans and any accrued interest are reported as a deduction from share capital. When there is an amendment in the terms of the Plan, the difference between the fair value at the date of the amendment and the fair value at the original date of purchase is recognized as stock-based compensation ratably on a graded basis over the period that restrictions on the shares lapse.

(v) Restructuring costs

Employee termination benefits associated with an exit or disposal activity are accrued when the liability is both probable and reasonably estimable provided that the Company has a history of providing similar severance benefits that meet the criteria of an on-going benefit arrangement. If no such history exists, the costs are expensed when the termination benefits are paid. Contract termination costs are recognized and measured at fair value when the Company ceases using the rights under the contract. Other associated costs are recognized and measured at fair value when they are incurred.

(w) Recent accounting policies adopted

In June 2011, the Financial Accounting Standards Board (“FASB”) issued guidance on presentation of comprehensive income to increase its prominence in the financial statements. The new guidance eliminates the option to present components of other comprehensive income in the statement of shareholders’ equity. Instead, an entity is required to present the total of comprehensive income, the components of net income and the components of other comprehensive income in either a continuous statement of net income and other comprehensive income or in two separate but consecutive statements. The Company adopted the guidance in the first quarter of fiscal 2013 and included two separate but consecutive statements.

In September 2011, the FASB issued guidance to simplify the testing of goodwill for impairment. The new guidance provides an entity with the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. The Company adopted the guidance in the first quarter of fiscal 2013. The adoption did not have a material impact on the Company’s results of operations, financial condition or disclosures.

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(Loss) Earnings per share amounts

12 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

(Loss) Earnings per share amounts

15. (Loss) Earnings per share amounts

	Year ended March 31,
	2013			2012		2011
Net (loss) income for basic and diluted earnings per share available to common shareholders	$	(54,495	)	$	31,044	$	68,846
Weighted-average number of shares outstanding—basic		120,744,832			122,726,275		130,775,288
Effect of dilutive securities—stock-based compensation		—			643,768		—
Weighted-average number of shares outstanding—diluted		120,744,832			123,370,043		130,775,288
(Loss) earnings per share
Basic	$	(0.45	)	$	0.25	$	0.53
Diluted	$	(0.45	)	$	0.25	$	0.53

The Company uses the treasury stock method to calculate diluted earnings per share. The weighted-average number of shares outstanding for the year ended March 31, 2013 reflects Class A Subordinate Voting Shares and Class B Shares outstanding on a pro-rata basis from April 1, 2012 to March 31, 2013. Options to purchase 3,088,195 Class A Subordinate Voting Shares were outstanding at March 31, 2013. All dilutive securities including options to purchase Class A Subordinate Voting Shares, DSUs and RSUs are excluded from the computation of diluted loss per share for year ended March 31, 2013 as their impact is anti-dilutive.

The weighted-average number of shares outstanding for the year ended March 31, 2012 reflects Class A Subordinate Voting Shares and Class B Shares outstanding on a pro-rata basis from April 1, 2011 to March 31, 2012. Options to purchase 3,000,657 Class A Subordinate Voting Shares were outstanding at March 31, 2012. During the year ended March 31, 2012, 375,959 options had an exercise price lower than the weighted-average trading price of underlying Class A Subordinate Voting Shares and are included in the calculation of diluted earnings per share. All other options were excluded from the computation of diluted earnings per share because their exercise prices exceeded the trading price of the underlying Class A Subordinate Voting Shares during the year ended March 31, 2012. Diluted earnings per share includes the dilutive impact of outstanding DSUs and RSUs for the year ended March 31, 2012.

The weighted average number of shares outstanding for the year ended March 31, 2011 reflects voting common shares and non-voting shares outstanding on a pro-rata basis from April 1, 2010 to June 8, 2010, the date of the 2010 Reorganization and Class A Subordinate Voting Shares and Class B Shares outstanding on a pro-rata basis from June 9, 2010 to March 31, 2011, after giving retroactive effect to the one-for-two reverse share split effected June 24, 2010 for the Class A Subordinate Voting Shares and the Class B Shares. Options to purchase 1,416,000 Class A Subordinate Voting Shares were outstanding at March 31, 2011 of which 137,000 options had an exercise price lower than the weighted-average trading price of underlying Class A Subordinate Voting Shares during the year ended March 31, 2011. These options were excluded from the calculation of diluted earnings per share because the combined exercise price and unamortized fair value is greater than the average trading price of the Class A Subordinate Voting shares for the year ended March 31, 2011 and therefore their inclusion would have been anti-dilutive. All other options were excluded from the computation of diluted earnings per share because their exercise prices exceeded the trading price of the underlying Class A Subordinate Voting Shares during the year ended March 31, 2011.

XML

Intangible Assets - Schedule of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Mar. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Cost	$ 51,099	$ 50,914
Accumulated amortization	28,141	18,575
Net book value	22,958	32,339
Acquired technology [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	29,600	29,600
Accumulated amortization	15,754	10,396
Net book value	13,846	19,204
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	17,500	17,500
Accumulated amortization	10,296	6,796
Net book value	7,204	10,704
Other intellectual property [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	3,999	3,814
Accumulated amortization	2,091	1,383
Net book value	$ 1,908	$ 2,431

XML

Restructuring Costs - Summary of Accrued Restructuring Obligation Associated with Fiscal 2013 August Restructuring Activities (Detail) (Fiscal 2013 August restructuring [Member], Employee Termination Costs [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013
Fiscal 2013 August restructuring [Member] | Employee Termination Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred	$ 1,947
Restructuring costs paid	(1,775)
Currency translation adjustment	(11)
Accrued restructuring obligation at end of year	$ 161

XML

Intangible assets

12 Months Ended

Mar. 31, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible assets

9. Intangible assets

	March 31, 2013		March 31, 2012
Cost
Acquired technology	$	29,600	$	29,600
Customer relationships		17,500		17,500
Other intellectual property		3,999		3,814
	$	51,099	$	50,914
Accumulated amortization
Acquired technology	$	15,754	$	10,396
Customer relationships		10,296		6,796
Other intellectual property		2,091		1,383
	$	28,141	$	18,575
Net book value
Acquired technology	$	13,846	$	19,204
Customer relationships		7,204		10,704
Other intellectual property		1,908		2,431
	$	22,958	$	32,339

Amortization expense of finite-lived intangibles for the years ended March 31, 2013, 2012 and 2011 was $9,571, $9,573 and $8,986, respectively.

Based on the carrying value of the identified intangible assets at March 31, 2013 and assuming no subsequent impairment of the underlying assets, the annual amortization expense for the next five years is expected to be as follows.

	Fiscal year ending March 31,
	2014		2015		2016		2017		2018
Amortization expense	$	9,570	$	9,570	$	1,208	$	690	$	690

XML

(Loss) Earnings Per Share Amounts - Additional Information (Detail)	12 Months Ended			12 Months Ended
	Mar. 31, 2011	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2012 Class A Subordinate Voting Shares [Member]	Mar. 31, 2011 Class A Subordinate Voting Shares [Member]
Earnings Per Share [Line Items]
Options outstanding	1,416,000	3,088,195	3,000,657	3,000,657	1,416,000
Options in the Money				375,959	137,000
Retroactive effect on shares outstanding	One-for-two

XML

Basis of Presentation and Significant Accounting Policies - Schedule of Depreciation and Amortization of Property and Equipment (Detail)	12 Months Ended
	Mar. 31, 2013
Building [Member]
Property, Plant and Equipment [Line Items]
Estimate useful life of property and equipment	25 years
Information systems, hardware and software [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimate useful life of property and equipment	2 years
Information systems, hardware and software [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimate useful life of property and equipment	4 years
Assembly equipment, furniture, fixtures and other [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimate useful life of property and equipment	2 years
Assembly equipment, furniture, fixtures and other [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimate useful life of property and equipment	4 years

XML

Stock-based Compensation - Schedule of Deferred Share Units (Detail) (Deferred Share Unit [Member])	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Deferred Share Unit [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Balance at beginning of period	30,000
Granted	30,000	30,000
Exercised
Forfeited
Balance at end of period	60,000	30,000

XML

Restructuring Costs - Summary of Accrued Restructuring Obligation Associated with Fiscal 2012 August Restructuring Activities (Detail) (Fiscal 2012 August restructuring [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Restructuring Cost and Reserve [Line Items]
Accrued restructuring obligation at beginning of year	$ 7,788
Restructuring costs incurred		13,259
Restructuring costs paid	(2,576)	(5,800)
Accretion expense	417	116
Adjustments	1,020
Currency translation adjustment	(149)	213
Accrued restructuring obligation at end of year	6,500	7,788
Lease Obligation Costs [Member]
Restructuring Cost and Reserve [Line Items]
Accrued restructuring obligation at beginning of year	7,788
Restructuring costs incurred		8,059
Restructuring costs paid	(2,576)	(600)
Accretion expense	417	116
Adjustments	1,020
Currency translation adjustment	(149)	213
Accrued restructuring obligation at end of year	6,500	7,788
Employee Termination Costs [Member]
Restructuring Cost and Reserve [Line Items]
Accrued restructuring obligation at beginning of year
Restructuring costs incurred		3,745
Restructuring costs paid		(3,745)
Accretion expense
Currency translation adjustment
Accrued restructuring obligation at end of year
Other Restructuring Costs [Member]
Restructuring Cost and Reserve [Line Items]
Accrued restructuring obligation at beginning of year
Restructuring costs incurred		1,455
Restructuring costs paid		(1,455)
Accretion expense
Adjustments
Currency translation adjustment
Accrued restructuring obligation at end of year

XML

Intangible assets (Tables)

12 Months Ended

Mar. 31, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

	March 31, 2013		March 31, 2012
Cost
Acquired technology	$	29,600	$	29,600
Customer relationships		17,500		17,500
Other intellectual property		3,999		3,814
	$	51,099	$	50,914
Accumulated amortization
Acquired technology	$	15,754	$	10,396
Customer relationships		10,296		6,796
Other intellectual property		2,091		1,383
	$	28,141	$	18,575
Net book value
Acquired technology	$	13,846	$	19,204
Customer relationships		7,204		10,704
Other intellectual property		1,908		2,431
	$	22,958	$	32,339

Schedule of Amortization Expense

	Fiscal year ending March 31,
	2014		2015		2016		2017		2018
Amortization expense	$	9,570	$	9,570	$	1,208	$	690	$	690

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Financial instruments

12 Months Ended

Mar. 31, 2013

Investments All Other Investments [Abstract]

Financial instruments

18. Financial instruments

The Company’s financial instruments consist of foreign exchange and interest rate derivative instruments and other financial instruments including cash and cash equivalents, trade receivables, accounts payable, accrued and other current liabilities and long-term debt.

The Company uses derivatives to partially offset its exposure to foreign exchange risk and interest rate risk. The Company enters into derivative transactions with high credit quality counterparties and, by policy, seeks to limit the amount of credit exposure to any one counterparty based on an analysis of the counterparty’s relative credit standing. The Company does not use derivative financial instruments for trading or speculative purposes.

(a) Foreign exchange rate risk

Foreign exchange rate risk is the risk that fluctuations in foreign exchange rates could impact the Company. The Company operates globally and is exposed to significant foreign exchange risk, primarily between the Canadian dollar and both the U.S. dollar (“USD”), and the Euro (“EUR”). This exposure relates to our U.S. dollar-denominated debt, the sale of our products to customers globally and purchases of goods and services in foreign currencies. The Company seeks to manage its foreign exchange risk by monitoring foreign exchange rates, forecasting its net foreign currency cash flows and periodically entering into forward contracts and other derivative contracts to convert a portion of its forecasted foreign currency denominated cash flows into Canadian dollars for the purpose of paying Canadian dollar denominated operating costs. The Company may also enter into forward contracts and other derivative contracts to manage its cash flows in other currencies.

These programs reduce, but do not entirely eliminate, the impact of currency exchange movements. The Company currently does not apply hedge accounting to its currency derivatives. The maturity of these instruments generally occurs within 12 months. Gains or losses resulting from the fair valuing of these instruments are reported in foreign exchange loss (gain) in the consolidated statements of operations.

(b) Interest rate risk

Interest rate risk is the risk that the value of a financial instrument will be affected by changes in market interest rates. The Company’s financing includes long-term debt and revolving credit facilities that bear interest based on floating market rates. Changes in these rates result in fluctuations in the required cash flows to service this debt. The Company partially mitigates this risk by periodically entering into interest rate swap agreements to fix the interest rate on certain long-term variable-rate debt. The Company currently does not apply hedge accounting to its interest rate derivatives. Changes in the fair value of these interest rate derivatives are included in interest expense in the consolidated statements of operations.

(c) Credit risk

Credit risk is the risk that the counterparty to a financial instrument fails to meet its contractual obligations, resulting in a financial loss to the Company.

The Company sells hardware and software that enables group collaboration and learning to a diverse customer base over a global geographic area. The Company evaluates collectability of specific customer receivables based on a variety of factors including currency risk, geopolitical risk, payment history, customer stability and other economic factors. Collectability of receivables is reviewed on an ongoing basis by management and receivables accounts are adjusted as required. Receivables balances are charged against the allowance when the Company determines that it is probable that the receivable will not be recovered. The geographic diversity of the customer base, combined with the Company’s established credit approval practices and ongoing monitoring of customer balances, mitigates this counterparty risk (note 5).

Fair value measurements

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a three-tier value hierarchy, which prioritizes the inputs in the valuation methodologies in measuring fair value:

Level 1—Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.

Level 2—Observable inputs other than quoted market prices included in level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active or inputs that are observable or can be corroborated by observable market data.

Level 3—Significant unobservable inputs which are supported by little or no market activity and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis.

March 31, 2013

	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	117,065	$	—	$	—	$	117,065
Derivative instruments		—		463		—		463
Total assets	$	117,065	$	463	$	—	$	117,528
Liabilities
Derivative instruments	$	—	$	1,602	$	—	$	1,602
Total liabilities	$	—	$	1,602	$	—	$	1,602

March 31, 2012

	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	76,114	$	—	$	—	$	76,114
Derivative instruments		—		891		—		891
Total assets	$	76,114	$	891	$	—	$	77,005
Liabilities
Derivative instruments	$	—	$	908	$	—	$	908
Total liabilities	$	—	$	908	$	—	$	908

(a) Fair value of derivative contracts

March 31, 2013

	Fair value			Contract expiry		Rates		Notional amounts of quantity
Foreign exchange forward derivative contracts	$	(382 (111 316	)  )		Apr 2013 to Dec 2013 Apr 2013 to Dec 2013 Apr 2013 to Nov 2013		0.9938 - 1.0325 1.2485 - 1.3431 1.5780 - 1.6162	USD 24,000 EUR 18,000 GBP 6,500
	$	(177	)
Interest rate derivative contracts	$	(962	)		Aug 2014		0.750% - 0.945%	50% of the outstanding principal on the first lien term loan over the contract term

March 31, 2012

	Fair value			Contract expiry		Rates		Notional amounts of quantity
Foreign exchange forward derivative contracts	$	749 95 (144	)		Apr 2012 to Jan 2013 Apr 2012 to Jan 2013 Apr 2012 to Feb 2013		0.9798 - 1.0617 1.3304 - 1.3617 1.5556 - 1.6068	USD 24,000 EUR 7,000 GBP 7,500
	$	700
Interest rate derivative contracts	$	(717	)		Aug 2014		0.750% - 0.945%	50% of the outstanding principal on the first lien term loan over the contract term

The Company enters into foreign exchange forward derivative contracts to economically hedge its risks in the movement of foreign currencies against the Company’s functional currency of the Canadian dollar. The fair value of foreign exchange derivative contracts of $463 is included in other current assets at March 31, 2013 (March 31, 2012 – $891). The fair value of foreign exchange derivative contracts of $640 is included in accrued and other current liabilities at March 31, 2013 (March 31, 2012 – $191). Changes in the fair value of these contracts are included in foreign exchange loss (gain). The Company recorded losses of $131 and $748 and a gain of $744 for the years ended March 31, 2013, 2012 and 2011, respectively.

The fair value of interest rate derivative contracts included in accrued and other current liabilities is $679 at March 31, 2013 (March 31, 2012 – $484). The fair value of interest rate derivative contracts included in other long-term liabilities is $283 at March 31, 2013 (March 31, 2012 – $233). Changes in the fair value of these contracts are included in interest expense. The Company recorded a loss of $245 and gains of $604 and $3,931 for the years ended March 31, 2013, 2012 and 2011, respectively.

The estimated fair values of foreign exchange and interest rate derivative contracts are derived using complex financial models with inputs such as benchmark yields, time to maturity, reported trades, broker/dealer quotes, issuer spreads and discount rates.

Considerable judgment is required in developing the estimates of fair value. Therefore, estimates are not necessarily indicative of the amounts the Company could expect to realize in a liquidation or unwinding of an existing contract.

(b) Long-term debt

The estimated fair value of the Company’s long-term debt has been determined based on current market conditions by discounting future cash flows under current financing arrangements at borrowing rates believed to be available to the Company for debt with similar terms and remaining maturities.

The fair value of debt was measured utilizing Level 3 inputs. The Level 3 fair value measurements utilize a discounted cash flow model. This model utilizes observable inputs such as contractual repayment terms and benchmark forward yield curves and other inputs such as a discount rate that is intended to represent our credit risk for secured or unsecured obligations. The Company estimates its credit risk based on the corporate credit rating and the credit rating on its variable-rate long-term debt and utilizes benchmark yield curves that are widely used in the financial industry.

The carrying value and fair value of the Company’s long-term debt as at March 31, 2013 and March 31, 2012, are as follows.

	March 31, 2013				March 31, 2012
	Carrying amount		Fair value		Carrying amount		Fair value
Variable-rate long-term debt	$	288,225	$	289,844	$	291,275	$	289,340

(c) Other financial assets and liabilities

The fair values of cash and cash equivalents, trade receivables and accounts payable and accrued and other current liabilities approximate their carrying amounts due to the short-term maturity of these instruments. A portion of these items are denominated in currencies other than the Canadian dollar functional currency of the Company including the U.S. dollar, Euro and British pound sterling and are translated at the exchange rate in effect at the balance sheet date.

XML

Segment disclosure

12 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Segment disclosure

17. Segment disclosure

The Company reports segment information as a single reportable business segment based upon the manner in which related information is organized and managed. The Company’s operations are substantially related to the design, development and sale of hardware and software of interactive displays and related products that enable group collaboration and learning.

The Company conducts business globally. Revenue information relating to the geographic locations in which the Company sells products is as follows.

	Year ended March 31,
	2013		2012		2011
Revenue
United States	$	329,427	$	432,659	$	497,726
Canada		43,636		54,237		60,669
Europe, Middle East and Africa		166,232		183,920		175,472
Rest of World		50,075		74,984		56,188
	$	589,370	$	745,800	$	790,055

For the years ended March 31, 2013, 2012 and 2011, no single customer accounted for more than 10% of revenues.

Most of the Company’s assets are held in Canada. As a result of the acquisition of NextWindow on April 21, 2010 (note 2), one country outside Canada, New Zealand, has more than 10% of the Company’s total consolidated long-lived assets at March 31, 2013. Total long-lived assets in New Zealand amounted to $25,810 and total long-lived assets outside of Canada amounted to $30,056 at March 31, 2013.

XML

Segment disclosure (Tables)

12 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Summary of Revenue Information Relating to Geographic Locations

The Company conducts business globally. Revenue information relating to the geographic locations in which the Company sells products is as follows.

	Year ended March 31,
	2013		2012		2011
Revenue
United States	$	329,427	$	432,659	$	497,726
Canada		43,636		54,237		60,669
Europe, Middle East and Africa		166,232		183,920		175,472
Rest of World		50,075		74,984		56,188
	$	589,370	$	745,800	$	790,055

XML

Trade receivables (Tables)

12 Months Ended

Mar. 31, 2013

Receivables [Abstract]

Summary of Trade Receivables

	March 31, 2013			March 31, 2012
Trade receivables	$	68,606		$	97,390
Allowance for doubtful receivables		(3,500	)		(3,104	)
	$	65,106		$	94,286

Allowance for Doubtful Receivables

The following table summarizes the activity in the allowance for doubtful receivables.

	Year ended March 31,
	2013			2012			2011
Balance at beginning of year	$	3,104		$	3,603		$	3,868
Charge to bad debts expense		3,377			1,579			17
Write-off of receivables		(2,909	)		(2,000	)		(635	)
Currency translation adjustment		(72	)		(78	)		353
Balance at end of year	$	3,500		$	3,104		$	3,603

XML

Share capital (Tables)

12 Months Ended

Mar. 31, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Company's Issued and Outstanding Share Capital

Issued and outstanding

Shares Outstanding	Voting Common Shares			Non-voting Common Shares			Voting Preferred Shares			Class A Preferred Shares			Class A Subordinate Voting Shares			Class A Subordinate Voting Shares – Treasury Shares			Class B Shares			Total
March 31, 2010		53,563,844			127,489,844			127,483,148			—			—			—			—			308,536,836
2010 Reorganization		(53,563,844	)		(127,489,844	)		(127,483,148	)		433,676,686			5,478,596			—			85,044,901			215,663,347
Participant Equity Loan Plan		—			—			—			—			—			(57,500	)		—			(57,500	)
Initial Public Offering		—			—			—			(433,676,686	)		38,830,000			—			(5,580,706	)		(400,427,392	)
March 31, 2011		—			—			—			—			44,308,596			(57,500	)		79,464,195			123,715,291
Participant Equity Loan Plan		—			—			—			—			—			(160,800	)		—			(160,800	)
Shares repurchased for cancellation		—			—			—			—			(2,327,486	)		—			—			(2,327,486	)
March 31, 2012		—			—			—			—			41,981,110			(218,300	)		79,464,195			121,227,005
Participant Equity Loan Plan		—			—			—			—			—			(217,500	)		—			(217,500	)
Stock-based compensation		—			—			—			—			115,015			25,298			—			140,313
Shares repurchased for cancellation		—			—			—			—			(574,954	)		—			—			(574,954	)
March 31, 2013		—			—			—			—			41,521,171			(410,502	)		79,464,195			120,574,864

Stated Amount	Voting Common Shares			Non-voting Common Shares			Voting Preferred Shares		Class A Preferred Shares			Class A Subordinate Voting Shares			Class A Subordinate Voting Shares – Treasury Shares			Class B Shares		Total
March 31, 2010	$	41,166		$	120,108		$	—	$	—		$	—		$	—		$	—	$	161,274
Participant Equity Loan Plan		2,122			—			—		—			6,369			(160	)		—		8,331
2010 Reorganization		(43,288	)		(120,108	)		—		413,616			3,156			—			160,242		413,618
Initial Public Offering		—			—			—		(413,616	)		474,047			—			78,165		138,596
March 31, 2011	$	—		$	—		$	—	$	—		$	483,572		$	(160	)	$	238,407	$	721,819
Participant Equity Loan Plan		—			—			—		—			568			(433	)		—		135
Repurchase of Common Shares		—			—			—		—			(25,555	)		—			—		(25,555	)
March 31, 2012	$	—		$	—		$	—	$	—		$	458,585		$	(593	)	$	238,407	$	696,399
Participant Equity Loan Plan		—			—			—		—			996			(316	)		—		680
Stock-based compensation		—			—			—		—			557			69			—		626
Shares repurchased for cancellation		—			—			—		—			(5,435	)		—			—		(5,435	)
March 31, 2013	$	—		$	—		$	—	$	—		$	454,703		$	(840	)	$	238,407	$	692,270

XML

Basis of Presentation and Significant Accounting Policies - Schedule of Amortization of Intangible Assets (Detail)	12 Months Ended
	Mar. 31, 2013
Acquired technology [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life of Intangible assets	5 years
Acquired technology [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life of Intangible assets	10 years
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life of Intangible assets	5 years
Other intellectual property [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life of Intangible assets	5 years
Other intellectual property [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life of Intangible assets	10 years

XML

Basis of presentation and significant accounting policies (Tables)

12 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Schedule of Depreciation and Amortization of Property and Equipment

Depreciation and amortization is calculated using the following rates.

Building	25 years
Information systems, hardware and software	2 - 4 years
Assembly equipment, furniture, fixtures and other	2 - 4 years

Schedule of Amortization of Intangible Assets

Intangible assets are amortized as follows.

Acquired technology	5 - 10 years
Customer relationships	5 years
Other intellectual property	5 - 10 years

XML

Property and Equipment - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Property Plant And Equipment [Abstract]
Accrual for capital expenditures	$ 2,292	$ 1,975
Depreciation Expenses	3,760	3,769	4,118
Impairment of property and equipment	$ 2,194

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Share Capital - Additional Information - Other (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended						12 Months Ended	1 Months Ended	12 Months Ended		12 Months Ended							12 Months Ended
	Mar. 31, 2011	Mar. 31, 2011 Reorganization 2010 [Member]	Mar. 31, 2011 IPO [Member]	Mar. 31, 2011 IPO [Member] Class A Subordinate Voting Share [Member]	Mar. 31, 2013 Class B Shares [Member] Vote	Mar. 31, 2012 Class B Shares [Member]	Mar. 31, 2012 Class B Shares [Member] Reorganization 2010 [Member]	Jun. 24, 2010 Class A Subordinate Voting Shares [Member]	Mar. 31, 2013 Class A Subordinate Voting Shares [Member] Vote	Mar. 31, 2012 Class A Subordinate Voting Shares [Member]	Mar. 31, 2012 Class A Subordinate Voting Shares [Member] Reorganization 2010 [Member]	May 13, 2010 Class A Preferred Shares [Member]	Mar. 31, 2011 Class A Preferred Shares [Member] Reorganization 2010 [Member]	May 13, 2010 Class B Shares [Member]	May 13, 2010 Class B Shares [Member] Reorganization 2010 [Member]	May 13, 2010 Class A Subordinate Voting Share [Member]	May 13, 2010 Class A Subordinate Voting Share [Member] Reorganization 2010 [Member]	Mar. 31, 2011 Common Stock Class B [Member] IPO [Member] Class A Subordinate Voting Share [Member]	Mar. 31, 2011 Common Stock Class B [Member] Class A Preferred Shares [Member] IPO [Member]	Mar. 31, 2011 Common Stock Class B [Member] Class B Shares [Member] IPO [Member]	Mar. 31, 2011 Common Stock Class B [Member] Class B Shares [Member] IPO [Member] Class A Subordinate Voting Share [Member]
Shareholders Equity [Line Items]
Number of votes					10				1
Converted company's voting shares					79,464,195	79,464,195			41,110,669	41,762,810		433,676,686	433,676,686	170,089,800	170,089,800	10,957,191	10,957,191
Reorganization completion date		Jun. 08, 2010
One-for-stock split ratio							0.5	0.5			0.5
Number of shares converted as part of IPO																			433,676,686	11,479,450
Number of shares issued upon conversion																		18,550,550		5,898,744	11,479,450
Number of shares issued				8,800,000
Common stock at a public offering price			$ 17.00
Proceeds from IPO	$ 138,596		$ 138,596
Underwriting commissions			7,854
Other offering expenses			7,429
Tax impact on offering expenses			$ 4,279
Selling stockholders shares sold			30,030,000

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Property and Equipment - Schedule of Depreciation and Amortization Expense (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Depreciation and Amortization Expenses For Property Plant And Equipment [Line Items]
Depreciation and amortization expense	$ 24,950	$ 25,028	$ 26,914
Building [Member]
Depreciation and Amortization Expenses For Property Plant And Equipment [Line Items]
Depreciation and amortization expense	2,951	2,968	3,159
Information systems, hardware and software [Member]
Depreciation and Amortization Expenses For Property Plant And Equipment [Line Items]
Depreciation and amortization expense	14,614	13,690	14,780
Assembly equipment, furniture, fixtures and other [Member]
Depreciation and Amortization Expenses For Property Plant And Equipment [Line Items]
Depreciation and amortization expense	$ 7,385	$ 8,370	$ 8,975

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Product warranty (Tables)

12 Months Ended

Mar. 31, 2013

Product Warranties Disclosures [Abstract]

Schedule of Accrued Warranty Obligation

The change in the Company’s accrued warranty obligation for the years ended March 31, 2013, 2012 and 2011 is summarized in the following table.

	Year ended March 31,
	2013			2012			2011
Accrued warranty obligation at beginning of year	$	17,514		$	11,543		$	10,840
Actual warranty costs incurred		(13,765	)		(13,498	)		(14,041	)
Warranty provision		16,373			19,820			13,494
Adjustments for changes in estimate		31			—			725
Currency translation adjustment		(359	)		(351	)		525
Accrued warranty obligation at end of year	$	19,794		$	17,514		$	11,543

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Intangible Assets - Schedule of Amortization Expense (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013
Expected Amortization Expense [Abstract]
Amortization expense, 2014	$ 9,570
Amortization expense, 2015	9,570
Amortization expense, 2016	1,208
Amortization expense, 2017	690
Amortization expense, 2018	$ 690

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Financial Instruments - Schedule of Fair Value of Derivative Contracts (Detail) In Thousands, unless otherwise specified	12 Months Ended																12 Months Ended								12 Months Ended
	Mar. 31, 2013 Interest Rate Contract [Member] USD ($)	Mar. 31, 2012 Interest Rate Contract [Member] USD ($)	Mar. 31, 2013 Foreign Exchange Contracts One [Member] USD ($)	Mar. 31, 2012 Foreign Exchange Contracts One [Member] USD ($)	Mar. 31, 2013 Foreign Exchange Contracts Two [Member] USD ($)	Mar. 31, 2013 Foreign Exchange Contracts Two [Member] EUR (€)	Mar. 31, 2012 Foreign Exchange Contracts Two [Member] USD ($)	Mar. 31, 2012 Foreign Exchange Contracts Two [Member] EUR (€)	Mar. 31, 2013 Foreign Exchange Contracts Three [Member] USD ($)	Mar. 31, 2013 Foreign Exchange Contracts Three [Member] GBP (£)	Mar. 31, 2012 Foreign Exchange Contracts Three [Member] USD ($)	Mar. 31, 2012 Foreign Exchange Contracts Three [Member] GBP (£)	Mar. 31, 2013 Foreign Exchange Contract [Member] USD ($)	Mar. 31, 2012 Foreign Exchange Contract [Member] USD ($)	Mar. 31, 2013 Minimum [Member] Interest Rate Contract [Member]	Mar. 31, 2012 Minimum [Member] Interest Rate Contract [Member]	Mar. 31, 2013 Minimum [Member] Foreign Exchange Contracts One [Member]	Mar. 31, 2012 Minimum [Member] Foreign Exchange Contracts One [Member]	Mar. 31, 2013 Minimum [Member] Foreign Exchange Contracts Two [Member]	Mar. 31, 2012 Minimum [Member] Foreign Exchange Contracts Two [Member]	Mar. 31, 2013 Minimum [Member] Foreign Exchange Contracts Three [Member]	Mar. 31, 2012 Minimum [Member] Foreign Exchange Contracts Three [Member]	Mar. 31, 2013 Maximum [Member] Interest Rate Contract [Member]	Mar. 31, 2012 Maximum [Member] Interest Rate Contract [Member]	Mar. 31, 2013 Maximum [Member] Foreign Exchange Contracts One [Member]	Mar. 31, 2012 Maximum [Member] Foreign Exchange Contracts One [Member]	Mar. 31, 2013 Maximum [Member] Foreign Exchange Contracts Two [Member]	Mar. 31, 2012 Maximum [Member] Foreign Exchange Contracts Two [Member]	Mar. 31, 2013 Maximum [Member] Foreign Exchange Contracts Three [Member]	Mar. 31, 2012 Maximum [Member] Foreign Exchange Contracts Three [Member]
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items]
Fair value	$ (962)	$ (717)	$ (382)	$ 749	$ (111)		$ 95		$ 316		$ (144)		$ (177)	$ 700
Contract expiry	Aug. 31, 2014	Aug. 31, 2014															Apr. 01, 2013	Apr. 01, 2012	Apr. 01, 2013	Apr. 01, 2012	Apr. 01, 2013	Apr. 01, 2012			Dec. 31, 2013	Jan. 31, 2013	Dec. 31, 2013	Jan. 31, 2013	Nov. 30, 2013	Feb. 28, 2013
Notional amounts of quantity			$ 24,000	$ 24,000		€ 18,000		€ 7,000		£ 6,500		£ 7,500
Interest rate derivative contracts, Rate															0.75%	0.75%							0.945%	0.945%
Interest rate derivative contracts, Notional amounts of quantity	50% of the outstanding principal on the first lien term loan over the contract term	50% of the outstanding principal on the first lien term loan over the contract term
Foreign exchange forward derivative contracts, Rate																	0.9938	0.9798	1.2485	1.3304	1.5780	1.5556			1.0325	1.0617	1.3431	1.3617	1.6162	1.6068

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Financial Instruments - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Fair value of foreign exchange derivative contracts	$ 463	$ 891
(Loss) Gain on foreign exchange contracts	(131)	(748)	744
(Loss) Gain on interest rate contracts	(245)	604	3,931
Accrued and Other Current Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Fair value of foreign exchange derivative contracts	640	191
Fair value of interest rate derivative contracts	679	484
Other Long-Term Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items]
Fair value of interest rate derivative contracts	$ 283	$ 233

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Subsequent Events - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013
Sale Leaseback Transaction [Line Items]
Net proceeds from sale-leaseback	$ 77,000
Term of the lease	20 years
Escalation rate of sale lease back	8.00%
Escalation period of lease	5 years
Annual rental payment	5,945
First lien facility [Member]
Sale Leaseback Transaction [Line Items]
Repayment of First lien facility	$ 10,000

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Commitments and contingencies

12 Months Ended

Mar. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

Commitments and contingencies

16. Commitments and contingencies

(a) Commitments

	Fiscal year ending March 31,
	2014		2015		2016		2017		2018 and thereafter		Total
Operating leases	$	5,790	$	5,071	$	4,522	$	4,246	$	13,569	$	33,198
Derivative contracts		679		283		—		—		—		962
Long-term debt repayments
Long-term debt		3,050		285,175		—		—		—		288,225
Future interest obligations on long-term debt		9,555		3,896		—		—		—		13,451
Purchase commitments		92,769		4,030		1,578		—		—		98,377
Total	$	111,843	$	298,455	$	6,100	$	4,246	$	13,569	$	434,213

The operating lease commitments relate primarily to office and warehouse space and represent the minimum commitments under these agreements. The Company incurred rental expense of $3,418, $5,156 and $4,795 for the years ended March 31, 2013, 2012 and 2011, respectively.

The derivative contracts represent minimum commitments under interest rate contracts based on the forward strip for each instrument through the contract term.

Long-term debt commitments represent the minimum principal repayments required under the long-term debt facility.

Purchase commitments represent commitments for raw materials, finished goods from contract manufacturers, as well as certain information systems and licensing costs.

Commitments have been calculated using foreign exchange and interest rates in effect at March 31, 2013. Fluctuations in these rates may result in actual payments differing from those reported in the above table.

(b) Securities Class Actions

On March 13, 2013, the Company announced that an agreement in principle had been reached with the plaintiffs in the U.S. and Canadian shareholder class action lawsuits involving the Company, In re SMART Technologies Inc. Shareholder Litigation, pending in the United States District Court for the Southern District of New York, and Tucci v. SMART Technologies Inc., et al., pending in the Ontario Superior Court of Justice (the “Actions”). Pursuant to the settlement terms, the parties have agreed to settle the Actions, releasing the alleged claims and all related claims, subject to various conditions, including appropriate class notice, court approvals and the dismissal of related putative class claims in Harper v. SMART Technologies Inc., et al., currently pending in the Superior Court of the State of California. The proposed settlement will be funded entirely by insurance maintained by the Company.

In re SMART Technologies Inc. Securities Litigation

Beginning in December 2010, several putative class action complaints against the Company and other parties were filed in the U.S. District Courts in New York and Illinois on behalf of the purchasers of the Class A Subordinate Voting Shares in the Company’s IPO. The complaints alleged certain violations of federal securities laws in connection with the IPO. After a series of motions, the court-appointed Lead Plaintiff, the City of Miami General Employees’ and Sanitation Employees’ Retirement Trust, filed a consolidated amended class action complaint in the New York court in November 2011. A motion to dismiss the case was filed by the defendants on January 6, 2012 and, on April 3, 2012, the Court granted in part and denied in part the motion. A Second Amended Complaint was filed on April 23, 2012 and the Company filed a motion to dismiss the amended claims on May 11, 2012. On August 21, 2012, the Court denied the Company’s motion to dismiss the amended claims. On January 11, 2013, the Court issued an order certifying a class defined as: “All persons or entities who purchased or otherwise acquired (and did not sell) SMART common stock in the United States prior to November 10, 2010, pursuant or traceable to the Offering Materials. With respect to claims brought under section 12(a)(2), the class is limited to U.S. purchasers of SMART stock in the July 14, 2010, initial public offering.” In light of the proposed settlement described above, the Court has stayed all proceedings and will be considering a motion seeking approval of the settlement. The motion seeking preliminary approval of the settlement, and authorizing notice to the class, was filed with the Court on April 30, 2013.

Tucci v. SMART Technologies Inc. et al.

In February 2011, a class proceeding was commenced in the Ontario Superior Court of Justice on behalf of purchasers of the Class A Subordinate Voting Shares issued in conjunction with the IPO (the “Lefever/Runnels Action”). A second class proceeding was subsequently initiated by the same law firm with an Ontario-based representative plaintiff in May 2011 (the “Tucci Action”). The certification motion in the Tucci Action was heard on February 1, 2013. While the parties consented to certain terms of certification, including terms dismissing the Lefever/Runnels Action, the court heard arguments as to whether secondary market purchasers should be included in the class definition to be certified in the Tucci Action. On February 4, 2013, the court released its decision and certified a class limited to primary market purchasers of SMART shares during the IPO from underwriters domiciled in Canada. The court refused to certify the claims alleged on behalf of secondary market purchasers in the Tucci Action. On February 12, 2013 the plaintiff in the Tucci action served a notice of motion for leave to appeal the certification decision. However, the motion is in abeyance as a result of the proposed settlement as described above.

Harper v. SMART Technologies Inc. et al.

In September 2011, an additional putative class proceeding was commenced in the Superior Court of the State of California, County of San Francisco on behalf of purchasers of the Class A Subordinate Voting Shares. The Company is of the view that this proceeding is not materially different than the aforementioned matter being heard in the Southern District of New York. In October 2011, the defendants removed the case to the U.S. District Court for the Northern District of California. Thereafter, the defendants filed a motion to transfer the case to the U.S. District Court for the Southern District of New York, and plaintiffs filed a motion to remand the case to California state court. On September 28, 2012, the Court granted the plaintiff’s motion to remand the case to California state court, where it is now pending, and denied as moot the defendants’ motion to transfer. In November 2012, the defendants filed a motion to stay the Harper action pending resolution of SMART Technologies Inc. Securities Litigation in the Southern District of New York. That motion remains pending. As discussed above, dismissal of the class claims in Harper is a condition of the proposed settlement of the In re SMART Technologies and Tucci v. SMART Technologies cases.

All of the claims in Canada and the U.S. are essentially based on the allegation that SMART misrepresented or omitted to fully disclose demand for its products.

In the event that the proposed settlement is not finalized and implemented, the Company is not able to make any determination with respect to the likelihood or amount of any damages that might be awarded against us in connection with such proceedings (or any related proceedings) as the discovery process in the foregoing litigation proceedings have not yet been completed.

(c) Indemnities and Guarantees

In the normal course of business, the Company enters into guarantees that provide indemnification and guarantees to counterparties to secure sales agreements and purchase commitments. Should the Company be required to act under such agreements, it is expected that no material loss would result.

As a result of the U.S. and Canadian class action IPO litigations, as described in the “Securities Class Actions” section above, the Company may be required, subject to certain limitations, to indemnify the following parties: the underwriters pursuant to the underwriting agreement entered into in connection with the IPO; Intel Corporation, Apax Partners and IFF Holdings Inc. pursuant to a registration rights agreement entered into in 2007 and amended and restated in connection with the IPO; and the directors and officers of SMART Technologies Inc. pursuant to indemnification agreements entered into by the Company and each director and officer on or about the time of their appointment to their respective office.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Class A Subordinate Voting Shares [Member]
Common stock, no par value
Common stock, shares authorized	unlimited	unlimited
Common stock, shares outstanding	41,110,669	41,762,810
Treasury shares	410,502	218,300
Class B Shares [Member]
Common stock, no par value
Common stock, shares authorized	unlimited	unlimited
Common stock, shares outstanding	79,464,195	79,464,195
Common stock, shares issued	79,464,195	79,464,195

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Cash provided by (used in) Operations
Net (loss) income	$ (54,495)	$ 31,044	$ 68,846
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation and amortization of property and equipment	24,950	25,028	26,914
Amortization of intangible assets	9,571	9,573	8,986
Amortization of deferred financing fees	2,155	2,991	3,270
Non-cash interest expense (recovery) on long-term debt	260	966	(967)
Non-cash interest expense on related party long-term debt			5,297
Non-cash restructuring costs in other long-term liabilities	(1,200)	5,358
Stock-based compensation	3,284	9,128	9,181
Loss (gain) on foreign exchange	7,129	8,268	(11,483)
Deferred income tax (recovery) expense	(7,663)	(8,448)	(340)
Impairment of goodwill	34,173
Impairment of property and equipment	2,194
Loss on disposal of property and equipment	88	217	86
Trade receivables	26,321	5,501	(11,048)
Other current assets	2,564	(4,705)	6,400
Inventory	43,796	(32,377)	(16,689)
Income taxes recoverable and payable	(16,197)	(13,422)	(5,556)
Accounts payable, accrued and other current liabilities	(6,509)	9,835	(12,739)
Deferred revenue	(84)	8,686	14,810
Cash provided by operating activities	70,337	57,643	84,968
Investing
Business acquisition			(82,000)
Cash of subsidiary at date of acquisition			7,974
Capital expenditures	(19,269)	(23,132)	(27,498)
Proceeds from sale of property and equipment	49	105	14
Intangible assets	(201)		(502)
Cash used in investing activities	(19,421)	(23,027)	(102,012)
Financing
Proceeds from IPO, net			134,314
Financing fees paid			(1,396)
Repurchase of common shares	(750)	(9,755)
Repayment of debt	(3,050)	(48,052)	(239,307)
Participant equity loan plan, net	480	31	8,251
Cash used in financing activities	(3,320)	(57,776)	(98,138)
Effect of exchange rate changes on cash and cash equivalents	(1,748)	(330)	4,038
Net increase (decrease) in cash and cash equivalents	45,848	(23,490)	(111,144)
Cash and cash equivalents, beginning of year	95,535	119,025	230,169
Cash and cash equivalents, end of year	141,383	95,535	119,025
Cash and cash equivalents are comprised as follows
Cash	24,318	19,421	10,662
Short-term investments	117,065	76,114	108,363
Cash and cash equivalents	141,383	95,535	119,025
Supplemental cash flow disclosures
Interest paid	10,398	12,182	29,721
Interest received	394	536	574
Income taxes paid	14,981	30,052	38,674
Amount of non-cash capital expenditures in accounts payable and accrued and other current liabilities	$ 2,292	$ 1,975	$ 4,368

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2010 Acquisition

12 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

2010 Acquisition

2. 2010 Acquisition

On April 21, 2010, the Company acquired 100% of the issued and outstanding shares of Next Holdings Limited (“NextWindow”), a privately held New Zealand company, for $82,000 in cash.

The acquisition was accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed, other than the deferred income tax liability, were measured at their fair values as of the date of acquisition. The excess of the acquisition price over the recognized amounts was recorded as goodwill on acquisition. Recognized amounts were determined based on information available at the date of acquisition. The Company has included the operating results of NextWindow in the consolidated financial statements from the date of acquisition. Revenue and net loss from NextWindow reported in the Company’s results for the year ended March 31, 2011 amounted to $24,674 and $17,122, respectively. The net loss for the year ended March 31, 2011 included amortization of intangible assets of $8,903 resulting from the acquisition.

The following table summarizes the assets acquired and liabilities assumed.

Assets purchased
Current assets	$	12,513
Property and equipment		2,177
Intangible assets (note 9)		50,061
Goodwill—with no tax base (note 8)		34,173
	$	98,924
Liabilities assumed
Current liabilities	$	9,868
Deferred income tax liability		15,030
	$	24,898
Net non-cash assets acquired	$	74,026
Cash acquired		7,974
Consideration paid—cash	$	82,000

The Company expensed $1,143 of acquisition-related costs included in selling, marketing and administration in the year ended March 31, 2011.

During fiscal 2013 it was determined that the full carrying value of the goodwill associated with the acquisition was impaired and the Company recorded a goodwill impairment charge of $34,173 (note 8).

The weighted-average amortization period of the total intangible assets related to the business acquisition was approximately 5.6 years at the date of acquisition.

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Share Capital - Schedule of Company's Issued and Outstanding Share Capital (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Aug. 24, 2012	Mar. 31, 2012	Mar. 31, 2011
Class of Stock [Line Items]
Shares repurchased for cancellation	(494,954)	(2,822,440)
Initial Public Offering, value				$ 138,596
Repurchase of Common Shares, value	(750)		(9,755)
Voting Common Shares [Member]
Class of Stock [Line Items]
Shares outstanding, beginning balance				53,563,844
2010 Reorganization				(53,563,844)
Beginning balance, value				41,166
Participant Equity Loan Plan, value				2,122
2010 Reorganization, value				(43,288)
Non-Voting Common Shares [Member]
Class of Stock [Line Items]
Shares outstanding, beginning balance				127,489,844
2010 Reorganization				(127,489,844)
Beginning balance, value				120,108
2010 Reorganization, value				(120,108)
Voting Preferred Shares [Member]
Class of Stock [Line Items]
Shares outstanding, beginning balance				127,483,148
2010 Reorganization				(127,483,148)
Class A Preferred Shares [Member]
Class of Stock [Line Items]
2010 Reorganization				433,676,686
Initial Public Offering				(433,676,686)
2010 Reorganization, value				413,616
Initial Public Offering, value				(413,616)
Class A Subordinate Voting Shares [Member]
Class of Stock [Line Items]
Shares outstanding, beginning balance	41,981,110		44,308,596
2010 Reorganization				5,478,596
Initial Public Offering				38,830,000
Stock-based compensation	115,015
Shares repurchased for cancellation	(574,954)		(2,327,486)
Shares outstanding, ending balance	41,521,171		41,981,110	44,308,596
Beginning balance, value	458,585		483,572
Participant Equity Loan Plan, value	996		568	6,369
2010 Reorganization, value				3,156
Stock-based compensation, value	557
Initial Public Offering, value				474,047
Repurchase of Common Shares, value	(5,435)		(25,555)
Stated amount, ending balance, value	454,703		458,585	483,572
Class A Subordinate Voting Shares - Treasury Shares [Member]
Class of Stock [Line Items]
Shares outstanding, beginning balance	(218,300)		(57,500)
Participant Equity Loan Plan	(217,500)		(160,800)	(57,500)
Stock-based compensation	25,298
Shares outstanding, ending balance	(410,502)		(218,300)	(57,500)
Beginning balance, value	(593)		(160)
Participant Equity Loan Plan, value	(316)		(433)	(160)
Stock-based compensation, value	69
Stated amount, ending balance, value	(840)		(593)	(160)
Class B Shares [Member]
Class of Stock [Line Items]
Shares outstanding, beginning balance
2010 Reorganization				85,044,901
Initial Public Offering				(5,580,706)
Shares outstanding, ending balance	79,464,195		79,464,195	79,464,195
2010 Reorganization, value				160,242
Initial Public Offering, value				78,165
Stated amount, ending balance, value	238,407		238,407	238,407
Share Capital [Member]
Class of Stock [Line Items]
Shares outstanding, beginning balance	121,227,005		123,715,291	308,536,836
2010 Reorganization				215,663,347
Participant Equity Loan Plan	(217,500)		(160,800)	(57,500)
Initial Public Offering				(400,427,392)
Stock-based compensation	140,313
Shares repurchased for cancellation	(574,954)		(2,327,486)
Shares outstanding, ending balance	120,574,864		121,227,005	123,715,291
Beginning balance, value	696,399		721,819	161,274
Participant Equity Loan Plan, value	680		135	8,331
2010 Reorganization, value				413,618
Stock-based compensation, value	626
Initial Public Offering, value				138,596
Repurchase of Common Shares, value	(5,435)		(25,555)
Stated amount, ending balance, value	$ 692,270		$ 696,399	$ 721,819

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Nature of business

12 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Nature of business

Nature of business

SMART Technologies Inc. (the “Company”), formerly SMART Technologies (Holdings) Inc., was incorporated on June 11, 2007 under the Business Corporations Act (Alberta). On August 28, 2007 the shareholders of a related company which was then named SMART Technologies Inc. (“STI”), transferred 100% of the issued shares of STI to the Company. Prior to August 28, 2007 the principal operating company was STI. On August 28, 2007, SMART Technologies ULC was formed with the amalgamation of STI and a numbered company. On February 26, 2010 the Company changed its name to SMART Technologies Inc.

Through its wholly owned subsidiary, SMART Technologies ULC (“ULC”), and its subsidiaries, the Company designs, develops and sells interactive technology products and integrated solutions that enhance learning and enable people to collaborate with each other in innovative and effective ways. The Company is the global leader in the interactive display category, which is the core of its collaboration solutions. It generates revenue from the sale of interactive technology products and integrated solutions, including hardware, software and services.

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Stock-based compensation (Tables)

12 Months Ended

Mar. 31, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Stock Options

A summary of the status of the Company’s stock options at March 31, 2013, 2012 and 2011 and changes during the year ended on those dates is as follows.

	Options Outstanding
	Number of          options			Weighted-average exercise price per option		Average remaining contractual life in years		Aggregate              intrinsic             value
Balance at March 31, 2010		—		$	—		—	$	—
Granted		1,444,500			16.22		—
Exercised		—			—		—
Forfeited		(28,500	)		15.61		—
Balance at March 31, 2011		1,416,000		$	16.24		4.37	$	152
Granted		2,172,828			5.54		—
Exercised		—			—		—
Forfeited		(588,171	)		13.06		—
Balance at March 31, 2012		3,000,657		$	9.11		3.97	$	—
Granted		1,172,000			1.50		—
Exercised		—			—		—
Forfeited		(1,084,462	)		7.39		—
Balance at March 31, 2013		3,088,195		$	6.86		3.42	$	37
Exercisable at March 31, 2013		287,612		$	14.56		—	$	—

Schedule of Weighted Average Fair Value of Stock Options Granted

The weighted-average fair value of the stock options granted was calculated using the BSM option-pricing model with the following assumptions.

	Year ended March 31,
	2013			2012			2011
Fair value of stock options granted during the year	$	0.72		$	2.00		$	5.59
Assumptions
Risk-free interest rate		0.49% - 0.89	%		0.60% - 1.43	%		0.96% - 1.49	%
Volatility		62.15 - 64.67	%		45.00	%		45.00	%
Expected life in years		4.0			4.0			4.0
Expected dividend yield		0.00	%		0.00	%		0.00	%

Schedule of Change in Accounting Policy on Consolidated Statement of Operations and Consolidated Balance Sheets

The following tables show the effects of the change in accounting policy on the consolidated statements of operations and consolidated balance sheets.

Consolidated Statements of Operations

	March 31, 2013						March 31, 2012				March 31, 2011
	As computed under straight-line method			As reported under graded method			As reported under straight-line method(1)		As adjusted under graded method		As reported under straight-line method(1)		As adjusted under graded method
Selling, marketing and administration	$	170,705		$	170,871		$	180,326	$	180,837	$	182,499	$	182,910
Research and development		48,776			48,811			49,807		50,032		51,333		51,431
Net (loss) income		(54,294	)		(54,495	)		31,780		31,044		69,355		68,846
(Loss) income per share
Basic	$	(0.45	)	$	(0.45	)	$	0.26	$	0.25	$	0.53	$	0.53
Diluted	$	(0.45	)	$	(0.45	)	$	0.26	$	0.25	$	0.53	$	0.53

(1) As reported figures reflect certain reclassifications that have been made to conform to current period’s presentation.

Consolidated Balance Sheets

	March 31, 2013						March 31, 2012
	As computed under straight-line method			As adjusted under graded method			As reported under straight- line method			As adjusted under graded method
Additional paid-in capital	$	41,317		$	41,518		$	32,864		$	34,109
Deficit	$	(785,629	)	$	(785,830	)	$	(730,090	)	$	(731,335	)

Schedule of Deferred Share Units

A summary of the status of the Company’s DSUs at March 31, 2013, 2012 and 2011 and changes during the years then ended is as follows.

	Year ended March 31,
	2013		2012		2011
	Number of DSUs
Balance at beginning of year		30,000		—		—
Granted		30,000		30,000		—
Exercised		—		—		—
Forfeited		—		—		—
Balance at end of year		60,000		30,000		—

Schedule of Restricted Share Units

A summary of the status of the Company’s RSUs at March 31, 2013, 2012 and 2011 and changes during the years then ended is as follows.

	Year ended March 31,
	2013			2012			2011
	Number of RSUs
Balance at beginning of year		595,075			—			—
Granted		2,680,000			655,100			—
Exercised		(140,313	)		—			—
Forfeited		(1,215,301	)		(60,025	)		—
Balance at end of year		1,919,461			595,075			—

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Subsequent event

12 Months Ended

Mar. 31, 2013

Subsequent Events [Abstract]

Subsequent event

19. Subsequent event

In December 2012, the Company signed a purchase and sale agreement to execute a sale-leaseback of its global headquarters building located in Calgary, Canada. The transaction closed on May 7, 2013 for net proceeds of approximately $77,000. The term of the lease is 20 years with annual rental payments of $5,945, subject to an 8% escalation every five years. The Company expects to account for the lease as a capital lease. The Company repaid $10,000 of the First lien facility from the proceeds of the sale.

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2010 Acquisition (Tables)

12 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

Summary of Assets Acquired and Liabilities Assumed

The following table summarizes the assets acquired and liabilities assumed.

Assets purchased
Current assets	$	12,513
Property and equipment		2,177
Intangible assets (note 9)		50,061
Goodwill—with no tax base (note 8)		34,173
	$	98,924
Liabilities assumed
Current liabilities	$	9,868
Deferred income tax liability		15,030
	$	24,898
Net non-cash assets acquired	$	74,026
Cash acquired		7,974
Consideration paid—cash	$	82,000

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Long-term Debt and Credit Facilities - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended					1 Months Ended	12 Months Ended				12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Deferred Financing Costs [Member]	Mar. 31, 2012 Deferred Financing Costs [Member]	Mar. 31, 2011 Deferred Financing Costs [Member]	Aug. 31, 2007 Revolving credit facility [Member] Deferred Financing Costs [Member]	Jul. 20, 2010 New Revolving Credit Facility [Member] Deferred Financing Costs [Member]	Mar. 31, 2013 Second lien facility [Member]	Mar. 31, 2012 Second lien facility [Member]	Aug. 31, 2007 Second lien facility [Member] Term loan [Member]	Mar. 31, 2013 First lien facility [Member]	Mar. 31, 2013 First lien facility [Member] Minimum [Member]	Mar. 31, 2013 First lien facility [Member] Maximum [Member]	Aug. 31, 2007 First lien facility [Member] Term loan [Member]	Mar. 31, 2013 First lien facility [Member] Revolving credit facility [Member]	Mar. 31, 2012 First lien facility [Member] Revolving credit facility [Member]	Aug. 31, 2007 First lien facility [Member] Initial Revolving Credit Facility [Member]	Jul. 20, 2010 First lien facility [Member] Additional Revolving Credit Facility [Member]
Long Term Debt [Line Items]
Credit facilities, maximum borrowing capacity										$ 100,000				$ 305,000	$ 100,000	$ 100,000	$ 45,000	$ 55,000
Term loan maturity date											2014-08-28
Revolving credit facility maturity date											2013-08-28
Annual repayment of first lien facility											3,050
Repay amount range under facility												0.00%	50.00%
Term loan interest rate under first lien facility	2.95%	2.99%
Interest rate of undrawn credit facility	2.20%	3.95%
Outstanding letter of credit	1,166	973
Duration of term loan								8 years
Lien 2 repayment									45,000
Repayment premium									0
Fee incurred on closing of credit facility						13,090	1,385
Amortization of deferred financing fees			$ 2,155	$ 2,991	$ 3,270

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Goodwill (Tables)

12 Months Ended

Mar. 31, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Changes to Carrying Amount of Goodwill

Changes to the carrying amount of goodwill during the year ended March 31, 2013 were as follows:

Balance at March 31, 2012	$	34,173
Impairment of goodwill		(34,173	)
Balance at March 31, 2013	$	—

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Long-term Debt and Credit Facilities - Long Term Debt and Credit Facilities (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Mar. 31, 2012
Long Term Debt [Line Items]
Long term debt	$ 288,225	$ 291,275
Current portion of long-term debt	(3,050)	(3,050)
Long term debt non current	285,175	288,225
First lien facility [Member]
Long Term Debt [Line Items]
Long term debt	$ 288,225	$ 291,275

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Financial Instruments - Schedule of Carrying Value and Fair Value of Long Term Debt (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Mar. 31, 2012
Fair Value Assets And Liabilities Measured On Recurring Basis [Abstract]
Variable-rate long-term debt, Carrying amount	$ 288,225	$ 291,275
Variable-rate long-term debt, Fair value	$ 289,844	$ 289,340

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Restructuring Costs - Summary of Accrued Restructuring Obligation Associated with Fiscal 2013 December Restructuring Activities (Detail) (Fiscal 2013 December restructuring [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred	$ 17,390
Restructuring costs paid	(10,351)
Currency translation adjustment	(208)
Accrued restructuring obligation at end of year	6,831
Employee Termination Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred	16,172
Restructuring costs paid	(10,227)
Currency translation adjustment	(216)
Accrued restructuring obligation at end of year	5,729
Facilities Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred	1,010
Restructuring costs paid
Currency translation adjustment	8
Accrued restructuring obligation at end of year	1,018
Other Restructuring Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred	208
Restructuring costs paid	(124)
Currency translation adjustment
Accrued restructuring obligation at end of year	$ 84

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Basis of Presentation and Significant Accounting Policies - Additional Information (Detail)	12 Months Ended
	Mar. 31, 2013
Accounting Policies [Abstract]
Service providing period	3 years

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Commitments and contingencies (Tables)

12 Months Ended

Mar. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

Summary of Commitments

Commitments

	Fiscal year ending March 31,
	2014		2015		2016		2017		2018 and thereafter		Total
Operating leases	$	5,790	$	5,071	$	4,522	$	4,246	$	13,569	$	33,198
Derivative contracts		679		283		—		—		—		962
Long-term debt repayments
Long-term debt		3,050		285,175		—		—		—		288,225
Future interest obligations on long-term debt		9,555		3,896		—		—		—		13,451
Purchase commitments		92,769		4,030		1,578		—		—		98,377
Total	$	111,843	$	298,455	$	6,100	$	4,246	$	13,569	$	434,213

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Consolidated Statements of Comprehensive (Loss) Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Components Of Comprehensive Income [Abstract]
Net (loss) income	$ (54,495)	$ 31,044	$ 68,846
Other comprehensive income
Unrealized gains (losses) on translation of consolidated financial statements to U.S. dollar reporting currency	1,572	(303)	14,696
Unrealized gains (losses) on translation of foreign subsidiaries to Canadian dollar functional currency, net of income taxes of $96 ($981 and zero for the years ended March 31, 2012 and March 31, 2011, respectively)	473	1,415	(2,226)
Total other comprehensive income (loss)	2,045	1,112	12,470
Total comprehensive (loss) income	$ (52,450)	$ 32,156	$ 81,316

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Trade receivables

12 Months Ended

Mar. 31, 2013

Receivables [Abstract]

Trade receivables

5. Trade receivables

	March 31, 2013			March 31, 2012
Trade receivables	$	68,606		$	97,390
Allowance for doubtful receivables		(3,500	)		(3,104	)
	$	65,106		$	94,286

The following table summarizes the activity in the allowance for doubtful receivables.

	Year ended March 31,
	2013			2012			2011
Balance at beginning of year	$	3,104		$	3,603		$	3,868
Charge to bad debts expense		3,377			1,579			17
Write-off of receivables		(2,909	)		(2,000	)		(635	)
Currency translation adjustment		(72	)		(78	)		353
Balance at end of year	$	3,500		$	3,104		$	3,603

In addition to the charges above the Company also recorded bad debt expense of $286 related to employee loans provided as part of the Participant Equity Loan Plan (note 11(b)).

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Mar. 31, 2012
Current assets
Cash and cash equivalents	$ 141,383	$ 95,535
Trade receivables (note 5)	65,106	94,286
Other current assets	11,062	13,822
Income taxes recoverable	25,661	10,071
Inventory (note 6)	65,762	110,810
Deferred income taxes (note 13)	16,056	14,026
Total current assets	325,030	338,550
Property and equipment (note 7)	100,053	109,567
Goodwill (notes 2 and 8)		34,173
Intangible assets (note 9)	22,958	32,339
Deferred income taxes (note 13)	22,321	19,897
Deferred financing fees (note 10)	2,824	5,039
Total Assets	473,186	539,565
Current liabilities
Accounts payable	32,453	33,908
Accrued and other current liabilities	80,275	86,555
Deferred revenue	35,438	34,034
Current portion of long-term debt (note 10)	3,050	3,050
Total current liabilities	151,216	157,547
Long-term debt (note 10)	285,175	288,225
Other long-term liabilities	4,497	5,741
Deferred revenue	87,076	90,774
Deferred income taxes (note 13)	6,238	8,887
Total liabilities	534,202	551,174
Commitments and contingencies (note 16)
Shareholders' deficit
Accumulated other comprehensive loss	(8,737)	(10,782)
Additional paid-in capital (notes 11 and 12)	41,281	34,109
Deficit	(785,830)	(731,335)
Total shareholders' deficit	(61,016)	(11,609)
Total liabilities and shareholders' deficit	473,186	539,565
Subsequent event (note 19)
Class A Subordinate Voting Shares [Member]
Shareholders' deficit
Oustanding-41,110,669 shares as of March 31, 2013 and 41,762,810 shares as of March 31, 2012	454,703	458,585
Treasury Shares-410,502 Class A Subordinate Voting Shares as of March 31, 2013 and 218,300 Class A Subordinate Voting Shares as of March 31, 2012	(840)	(593)
Class B Shares [Member]
Shareholders' deficit
Issued and outstanding-79,464,195 shares as of March 31, 2013 and March 31, 2012	$ 238,407	$ 238,407

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Trade Receivables - Summary of Trade Receivables (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Trade Receivables [Abstract]
Trade receivables	$ 68,606	$ 97,390
Allowance for doubtful receivables	(3,500)	(3,104)	(3,603)	(3,868)
Total	$ 65,106	$ 94,286

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Income Statement [Abstract]
Revenue	$ 589,370	$ 745,800	$ 790,055
Cost of sales	327,801	410,160	399,176
Gross margin	261,569	335,640	390,879
Operating expenses
Selling, marketing and administration	170,871	180,837	182,910
Research and development	48,811	50,032	51,431
Depreciation and amortization of property and equipment	21,190	21,259	22,796
Amortization of intangible assets	9,571	9,573	8,986
Restructuring costs (note 4)	20,774	13,375
Impairment of goodwill (note 8)	34,173
Impairment of property and equipment (note 7)	2,194
Total operating expenses	307,584	275,076	266,123
Operating (loss) income	(46,015)	60,564	124,756
Non-operating expenses (income)
Interest expense	12,761	14,576	26,321
Interest expense on related party debt			5,297
Foreign exchange loss (gain)	5,003	8,544	(10,534)
Other income, net	(306)	(516)	(486)
Total non-operating expenses	17,458	22,604	20,598
(Loss) income before income taxes	(63,473)	37,960	104,158
Income tax (recovery) expense (note 13)
Current	(1,315)	15,364	35,652
Deferred	(7,663)	(8,448)	(340)
Income tax expense total	(8,978)	6,916	35,312
Net (loss) income	$ (54,495)	$ 31,044	$ 68,846
(Loss) earnings per share (note 15)
Basic	$ (0.45)	$ 0.25	$ 0.53
Diluted	$ (0.45)	$ 0.25	$ 0.53

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2010 Acquisition - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended				1 Months Ended	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2011 Selling Marketing And Administration [Member]	Apr. 30, 2010 Next Holdings Limited [Member]	Mar. 31, 2011 Next Holdings Limited [Member]
Business Acquisition [Line Items]
Percentage of shares acquired					100.00%
Cash paid for acquisition			$ 82,000		$ 82,000
Revenue from acquisition of shares						24,674
Net loss from acquisition of shares						17,122
Amortization of intangible assets included in net loss	9,571	9,573	8,986			8,903
Acquisition related cost				1,143
Goodwill impairment charge	$ 34,173
Weighted-average amortization period of the total intangible assets acquired	5 years 7 months 6 days

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Stock-based Compensation - Schedule of Change in Accounting Policy on Consolidated Statement of Operations and Consolidated Balance Sheets (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Change in Accounting Policy [Line Items]
Selling, marketing and administration	$ 170,871	$ 180,837	$ 182,910
Research and development	48,811	50,032	51,431
Net (loss) income	(54,495)	31,044	68,846
(Loss) income per share, Basic	$ (0.45)	$ 0.25	$ 0.53
(Loss) income per share, Diluted	$ (0.45)	$ 0.25	$ 0.53
Additional paid-in capital	41,281	34,109
Deficit	(785,830)	(731,335)
As computed under straight-line method [Member]
Change in Accounting Policy [Line Items]
Selling, marketing and administration	170,705
Research and development	48,776
Net (loss) income	(54,294)
(Loss) income per share, Basic	$ (0.45)
(Loss) income per share, Diluted	$ (0.45)
Additional paid-in capital	41,317
Deficit	(785,629)
As adjusted under graded method [Member]
Change in Accounting Policy [Line Items]
Selling, marketing and administration		180,837	182,910
Research and development		50,032	51,431
Net (loss) income		31,044	68,846
(Loss) income per share, Basic		$ 0.25	$ 0.53
(Loss) income per share, Diluted		$ 0.25	$ 0.53
Additional paid-in capital	41,518	34,109
Deficit	(785,830)	(731,335)
As reported under straight-line method [Member]
Change in Accounting Policy [Line Items]
Selling, marketing and administration		180,326	182,499
Research and development		49,807	51,333
Net (loss) income		31,780	69,355
(Loss) income per share, Basic		$ 0.26	$ 0.53
(Loss) income per share, Diluted		$ 0.26	$ 0.53
Additional paid-in capital		32,864
Deficit		(730,090)
As reported under graded method [Member]
Change in Accounting Policy [Line Items]
Selling, marketing and administration	170,871
Research and development	48,811
Net (loss) income	$ (54,495)
(Loss) income per share, Basic	$ (0.45)
(Loss) income per share, Diluted	$ (0.45)

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Share Capital - Additional Information - Share Repurchase and Share Issuance (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Aug. 24, 2012	Mar. 31, 2012
Shareholders Equity [Line Items]
Authorized number of shares			4,000,000
Stock repurchased and retired during period, shares	494,954	2,822,440
Stock repurchase and retired during period, average amount per share	$ 1.51	$ 3.72
Total purchase price	$ 750	$ 10,505	$ 9,755
Reduction to stated capital	5,435
Credit to additional paid-in-capital	4,685
Class A Subordinate Voting Shares [Member]
Shareholders Equity [Line Items]
Stock repurchased and retired during period, shares	574,954		2,327,486
Number of shares issued	115,015
Increase in share capital as a result of issued shares	408
Net reduction in additional paid in capital	$ 408

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Comparative figures

12 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Comparative figures

20. Comparative figures

Certain reclassifications have been made to prior periods’ figures to conform to the current period’s presentation.

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Product warranty

12 Months Ended

Mar. 31, 2013

Product Warranties Disclosures [Abstract]

Product warranty

14. Product warranty

The change in the Company’s accrued warranty obligation for the years ended March 31, 2013, 2012 and 2011 is summarized in the following table.

	Year ended March 31,
	2013			2012			2011
Accrued warranty obligation at beginning of year	$	17,514		$	11,543		$	10,840
Actual warranty costs incurred		(13,765	)		(13,498	)		(14,041	)
Warranty provision		16,373			19,820			13,494
Adjustments for changes in estimate		31			—			725
Currency translation adjustment		(359	)		(351	)		525
Accrued warranty obligation at end of year	$	19,794		$	17,514		$	11,543

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(Loss) Earnings per share amounts (Tables)

12 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

(Loss) Earnings per share amounts

	Year ended March 31,
	2013			2012		2011
Net (loss) income for basic and diluted earnings per share available to common shareholders	$	(54,495	)	$	31,044	$	68,846
Weighted-average number of shares outstanding—basic		120,744,832			122,726,275		130,775,288
Effect of dilutive securities—stock-based compensation		—			643,768		—
Weighted-average number of shares outstanding—diluted		120,744,832			123,370,043		130,775,288
(Loss) earnings per share
Basic	$	(0.45	)	$	0.25	$	0.53
Diluted	$	(0.45	)	$	0.25	$	0.53

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Stock-based Compensation - Schedule of Stock Options (Detail) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Roll Forward]
Number of Options Beginning balance	3,000,657	1,416,000
Number of Options Granted	1,172,000	2,172,828	1,444,500
Number of Options Exercised
Number of Options Forfeited	(1,084,462)	(588,171)	(28,500)
Number of Options Ending balance	3,088,195	3,000,657	1,416,000
Number of Options Exercisable, ending balance	287,612
Weighted average exercise price Beginning Balance	$ 9.11	$ 16.24
Weighted average exercise price Granted	$ 1.50	$ 5.54	$ 16.22
Weighted average exercise price Exercised
Weighted average exercise price Forfeited	$ 7.39	$ 13.06	$ 15.61
Weighted average exercise price Ending Balance	$ 6.86	$ 9.11	$ 16.24
Weighted average exercise price Ending Balance, exercisable	$ 14.56
Average remaining contractual life	3 years 5 months 1 day	3 years 11 months 19 days	4 years 4 months 13 days
Aggregate Intrinsic Value Ending balance	$ 37		$ 152
Exercisable, Aggregate Intrinsic Value

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Restructuring Costs - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified			3 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Sep. 30, 2012 Future lease expenditure and estimated sublease rentals [Member]	Dec. 31, 2011 Future lease expenditure and estimated sublease rentals [Member]	Mar. 31, 2013 Fiscal 2013 December restructuring [Member]	Mar. 31, 2012 Fiscal 2013 December restructuring [Member]	Mar. 31, 2013 Fiscal 2013 August restructuring [Member] Employees	Mar. 31, 2012 Fiscal 2013 August restructuring [Member]	Mar. 31, 2013 Fiscal 2012 August restructuring [Member]	Mar. 31, 2012 Fiscal 2012 August restructuring [Member]	Mar. 31, 2013 Fiscal 2012 August restructuring [Member] Employee Termination Costs [Member]	Mar. 31, 2013 Fiscal 2012 August restructuring [Member] Lease Obligation Costs [Member]	Mar. 31, 2013 Fiscal 2012 August restructuring [Member] Other Restructuring Costs [Member]
Restructuring Cost and Reserve [Line Items]
Workforce reduction percentage					25.00%
Accrued restructuring obligation					$ 6,831	$ 0	$ 161	$ 0	$ 2,286	$ 2,280
Reduction in workforce, number of employees							70
Lease obligation costs				8,059
Additional restructuring costs			1,020
Restructuring costs incurred									14,812		3,745	9,612	1,455
Accrued restructuring obligation, non-current	$ 4,214	$ 5,508

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Goodwill - Changes to Carrying Amount of Goodwill (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013
Changes In Carrying Amount Of Goodwill [Abstract]
Balance at March 31, 2012	$ 34,173
Impairment of goodwill	(34,173)
Balance at March 31, 2013

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Long-term debt and credit facilities (Tables)

12 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Long Term Debt and Credit Facilities

Long-term debt and credit facilities

	March 31, 2013			March 31, 2012
First lien facility	$	288,225		$	291,275
Current portion of long-term debt		(3,050	)		(3,050	)
	$	285,175		$	288,225

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Inventory (Tables)

12 Months Ended

Mar. 31, 2013

Inventory Disclosure [Abstract]

Summary of Inventories

	March 31, 2013			March 31, 2012
Finished goods	$	59,972		$	107,380
Raw materials		10,577			4,938
Provision for obsolescence		(4,787	)		(1,508	)
	$	65,762		$	110,810

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Property and equipment (Tables)

12 Months Ended

Mar. 31, 2013

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

	March 31, 2013		March 31, 2012
Cost
Building	$	72,925	$	73,626
Information systems, hardware and software		70,049		62,519
Assembly equipment, furniture, fixtures and other		37,875		44,398
Assets under construction		5,858		8,253
	$	186,707	$	188,796
Accumulated depreciation and amortization
Building	$	12,139	$	9,406
Information systems, hardware and software		48,127		39,414
Assembly equipment, furniture, fixtures and other		26,388		30,409
	$	86,654	$	79,229
Net book value
Building	$	60,786	$	64,220
Information systems, hardware and software		21,922		23,105
Assembly equipment, furniture, fixtures and other		11,487		13,989
Assets under construction		5,858		8,253
	$	100,053	$	109,567

Schedule of Depreciation and Amortization Expense

Depreciation and amortization expense incurred is as follows.

	Year ended March 31,
	2013		2012		2011
Building	$	2,951	$	2,968	$	3,159
Information systems, hardware and software		14,614		13,690		14,780
Assembly equipment, furniture, fixtures and other		7,385		8,370		8,975
	$	24,950	$	25,028	$	26,914

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Restructuring costs

12 Months Ended

Mar. 31, 2013

Restructuring And Related Activities [Abstract]

Restructuring costs

4. Restructuring costs

(a) Fiscal 2013 December restructuring

In December 2012, the Company announced a restructuring plan that will increase focus on its target markets and streamline its corporate support functions. As part of the restructuring, the Company reduced its workforce by approximately 25%. The majority of the workforce reduction was completed by March 31, 2013. The Company accrued remaining costs relating to workforce reductions which are expected to be completed in the first quarter of fiscal 2014. The rates used in determining this accrual are based on existing plans, historical experience and negotiated settlements. If the actual amounts differ from the Company’s estimates, the amount of the restructuring costs could be materially impacted. No further material costs are expected to be incurred.

Employee termination costs include termination costs related to the reduction in workforce and associated outplacement and legal costs.

Facilities costs include lease cancellation costs at two North American locations and lease obligation costs associated with unoccupied office space at one of the Company’s international locations. Lease obligation costs are based on future lease expenditures and estimated future sublease rentals.

Other restructuring costs include fees paid to consultants supporting the restructuring process and office relocation costs.

The change in the Company’s accrued restructuring obligation associated with the fiscal 2013 December restructuring activities for the year ended March 31, 2013 is summarized in the following table.

	Year ended March 31, 2013
	Employee Termination Costs			Facilities Costs		Other Restructuring Costs			Total
Restructuring costs incurred	$	16,172		$	1,010	$	208		$	17,390
Restructuring costs paid		(10,227	)		—		(124	)		(10,351	)
Currency translation adjustment		(216	)		8		—			(208	)
Accrued restructuring obligation at end of year	$	5,729		$	1,018	$	84		$	6,831

At March 31, 2013, the accrued restructuring obligation of $6,831 (March 31, 2012 – zero) was included in accrued and other current liabilities.

(b) Fiscal 2013 August restructuring

In August 2012, the Company announced a restructuring plan to implement additional cost reduction measures with the objective of improving the Company’s operating efficiencies. The restructuring plan included a worldwide reduction in workforce of approximately 70 employees. The restructuring plan was completed during the quarter ended September 30, 2012 and no further material costs are expected to be incurred.

The change in the Company’s accrued restructuring obligation associated with the fiscal 2013 August restructuring activities for the year ended March 31, 2013 is summarized in the following table.

	Year ended March 31, 2013
	Employee Termination Costs
Restructuring costs incurred	$	1,947
Restructuring costs paid		(1,775	)
Currency translation adjustment		(11	)
Accrued restructuring obligation at end of year	$	161

At March 31, 2013, the remaining accrued restructuring obligation of $161 (March 31, 2012 – zero), primarily related to outplacement costs, was included in accrued and other current liabilities.

(c) Fiscal 2012 August restructuring

In August 2011, the Company announced the transfer of the remainder of its interactive display assembly operations from its leased facility in Ottawa, Canada to existing contract manufacturers. The decision reflected the Company’s ongoing strategy to reduce costs in all areas of its operations and the transition was completed by March 31, 2012.

In December 2011, the Company ceased using the assembly and warehouse space at the Ottawa facility. As a result, the Company recorded lease obligation costs of $8,059 in the third quarter of fiscal 2012 based on future lease expenditures and estimated future sublease rentals for the remainder of the lease term ending April 2017. The accrued lease obligation is reviewed quarterly and adjusted as required to ensure that it reflects the remaining obligation based on future lease expenditures and estimated future sublease rentals over the balance of the obligation period. During the second quarter of fiscal 2013, the Company recorded additional restructuring costs of $1,020 as a result of a revised estimate of the future sublease rentals.

The change in the Company’s accrued restructuring obligation associated with the fiscal 2012 August restructuring activities for the years ended March 31, 2013 and 2012 is summarized in the following tables.

	Year ended March 31, 2013
	Lease Obligation Costs			Employee Termination Costs		Other Restructuring Costs		Total
Accrued restructuring obligation at beginning of year	$	7,788		$	—	$	—	$	7,788
Restructuring costs paid		(2,576	)		—		—		(2,576	)
Accretion expense		417			—		—		417
Adjustments		1,020			—		—		1,020
Currency translation adjustment		(149	)		—		—		(149	)
Accrued restructuring obligation at end of year	$	6,500		$	—	$	—	$	6,500

	Year ended March 31, 2012
	Lease Obligation Costs			Employee Termination Costs			Other Restructuring Costs			Total
Restructuring costs incurred	$	8,059		$	3,745		$	1,455		$	13,259
Restructuring costs paid		(600	)		(3,745	)		(1,455	)		(5,800	)
Accretion expense		116			—			—			116
Currency translation adjustment		213			—			—			213
Accrued restructuring obligation at end of year	$	7,788		$	—		$	—		$	7,788

To date the Company has incurred restructuring costs of $14,812, comprised of employee termination benefits of $3,745, lease obligation costs of $9,612 and other restructuring costs of $1,455.

At March 31, 2013, the current portion of the accrued restructuring obligation of $2,286 (March 31, 2012 – $2,280) was included in accrued and other current liabilities with the remaining long-term portion of $4,214 (March 31, 2012 – $5,508) included in other long-term liabilities.

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Property and Equipment - Schedule of Property and Equipment (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Mar. 31, 2012
Depreciation and Amortization Expenses For Property Plant And Equipment [Line Items]
Cost	$ 186,707	$ 188,796
Accumulated depreciation and amortization	86,654	79,229
Net book value	100,053	109,567
Building [Member]
Depreciation and Amortization Expenses For Property Plant And Equipment [Line Items]
Cost	72,925	73,626
Accumulated depreciation and amortization	12,139	9,406
Net book value	60,786	64,220
Information systems, hardware and software [Member]
Depreciation and Amortization Expenses For Property Plant And Equipment [Line Items]
Cost	70,049	62,519
Accumulated depreciation and amortization	48,127	39,414
Net book value	21,922	23,105
Assembly equipment, furniture, fixtures and other [Member]
Depreciation and Amortization Expenses For Property Plant And Equipment [Line Items]
Cost	37,875	44,398
Accumulated depreciation and amortization	26,388	30,409
Net book value	11,487	13,989
Assets under construction [Member]
Depreciation and Amortization Expenses For Property Plant And Equipment [Line Items]
Cost	5,858	8,253
Net book value	$ 5,858	$ 8,253

XML

Commitments and Contingencies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Commitments And Contingencies Disclosure [Abstract]
Operating lease rental expense incurred	$ 3,418	$ 5,156	$ 4,795

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Basis of presentation and significant accounting policies (Policies)

12 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Principles of consolidation

(a) Principles of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been appropriately eliminated on consolidation.

Use of estimates

(b) Use of estimates

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for various litigation claims, deferred revenue, allowance for doubtful receivables, inventory valuation, warranty provisions, sales incentive provisions, restructuring provisions, deferred income taxes, valuation of derivative financial instruments and impairment assessments of property and equipment, intangible assets and goodwill. Actual results could differ from these estimates.

Foreign currency translation

(c) Foreign currency translation

The Company’s Canadian operations and its foreign subsidiaries, which solely provide marketing support, use the Canadian dollar (“CDN”) as their functional currency. For these entities, monetary assets and liabilities denominated in foreign currencies are translated using exchange rates in effect at the balance sheet date and non-monetary assets and liabilities denominated in foreign currencies are translated at historic rates. Gains and losses on re-measurement are recorded in the Company’s consolidated statements of operations as part of foreign exchange loss (gain). The Company’s United States (“U.S.”) and New Zealand operating subsidiaries have the U.S. dollar as their functional currency and its Japanese operating subsidiary has the Japanese Yen as its functional currency. The financial statements of these subsidiaries are translated into Canadian dollars using the method of translation whereby assets and liabilities are translated using exchange rates in effect at the balance sheet date and revenues and expenses are translated using average rates for the period. Exchange gains or losses from the translation of these foreign subsidiaries financial results are credited or charged to foreign currency translation included in other comprehensive income for the period and accumulated other comprehensive loss as part of shareholders’ deficit.

The Company uses the U.S. dollar as its reporting currency. The Canadian dollar consolidated financial statements are translated into the U.S. dollar reporting currency using the current rate method of translation. Exchange gains or losses are included as part of other comprehensive income for the period and accumulated other comprehensive loss as part of shareholders’ deficit.

Cash and cash equivalents

(d) Cash and cash equivalents

Cash equivalents consist primarily of short-term investments with an original maturity of three months or less and are carried on the consolidated balance sheet at cost which approximates fair value.

Trade receivables

(e) Trade receivables

Trade receivables reflect invoiced and accrued revenue and are presented net of an allowance for doubtful receivables.

The Company evaluates the collectability of its trade receivables based on a combination of factors on a periodic basis. The Company considers historical experience, the age of the trade receivable balances, credit quality of the Company’s resellers and distributors, current economic conditions, and other factors that may affect the resellers’ and distributors’ ability to pay.

Inventory

(f) Inventory

Raw materials and finished goods inventory is stated at the lower of cost, computed using the first-in, first-out method, or market. If the cost of the inventory exceeds its market value, provisions are made for the difference between the cost and the market value. Prior to the Company’s transition of product assembly to contract manufacturers during the year ended March 31, 2012, the cost included the cost of materials, direct labor and the applicable share of production overhead.

Property and equipment

(g) Property and equipment

Property and equipment are recorded at cost and depreciated and amortized to their net residual value over their estimated useful lives using the straight-line method. The Company capitalizes certain internal and external costs incurred to acquire or develop internal-use software. Capitalized software costs are amortized over the estimated useful life of the software. Depreciation and amortization is calculated using the following rates.

Building	25 years
Information systems, hardware and software	2 - 4 years
Assembly equipment, furniture, fixtures and other	2 - 4 years

Depreciation charges related to equipment used in assembly operations held at the Company’s contract manufacturers are included in cost of sales.

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. Any impairment charge is recognized to reduce the carrying value of the assets to its estimated fair value in the period in which it is identified.

Goodwill

(h) Goodwill

Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the recognized amounts of the assets acquired, less liabilities assumed. Goodwill is not amortized, but is assessed annually for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The Company consists of a single reporting unit. When a qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, an impairment test is carried out in two steps. In the first step, the carrying amount of the reporting unit is compared with its fair value. If the carrying amount of the reporting unit is greater than zero and its fair value exceeds its carrying amount, goodwill is considered not to be impaired and the second step of the impairment test is unnecessary. The second step is carried out when the carrying amount of the reporting unit exceeds its fair value, in which case the implied fair value of the goodwill is compared with its carrying amount to measure the amount of the impairment loss, if any. If the carrying amount of the reporting unit is zero or negative, the second step of the impairment test is performed when it is more likely than not that a goodwill impairment exists.

In the second step, the implied fair value of goodwill is determined in a similar manner as the value of goodwill is determined in a business combination, using the fair value as if it was the purchase price. The implied fair value of goodwill is calculated by measuring the excess of the estimated fair value of the Company over the aggregated estimated fair values of identifiable assets and liabilities. The conduct of the second step involves significant judgment on the selection of assumptions necessary to arrive at an implied fair value of goodwill. These assumptions include, but are not limited to, development of multi-year business cash flow forecasts, the selection of discount rates and the identification and valuation of unrecorded assets. When the carrying amount of the goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess.

Intangible assets

(i) Intangible assets

Intangible assets are stated at cost less accumulated amortization and are comprised of acquired technology, customer relationships and other intellectual property.

Intangible assets are amortized as follows.

Acquired technology	5 - 10 years
Customer relationships	5 years
Other intellectual property	5 - 10 years

Intangibles with determinable lives are amortized using the straight-line method based on the estimated useful lives of the respective assets. When there is a change in the estimated useful life of a finite-lived intangible asset, amortization is adjusted prospectively. Intangible assets with finite lives are tested for impairment if events or conditions have occurred that indicate that their carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. Any impairment charge is recognized to reduce the carrying value of the intangible asset to its estimated fair value in the period in which such determination is made.

Business combinations

(j) Business combinations

The Company accounts for business combinations using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition except for deferred income tax assets and/or liabilities. The excess of the fair value of consideration transferred over the recognized amounts is recorded as goodwill. Any changes in the estimated fair values of the net assets recorded for acquisitions prior to the finalization of more detailed analysis, but not to exceed one year from the date of acquisition, will change the amount of goodwill recorded. All acquisition costs are expensed as incurred and in-process research and development costs are recorded at fair value as an indefinite-lived intangible asset and assessed for impairment thereafter until completion, at which point the asset is amortized over its expected useful life. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date.

Deferred financing fees

(k) Deferred financing fees

Deferred financing fees represent the direct costs of entering into the Company’s long-term debt and credit facilities. For non-revolving credit facilities, costs are amortized as interest expense using the effective interest method. For revolving credit facilities, costs are amortized as interest expense using the straight-line method. The deferred financing fees are amortized over the term of the debt or credit facilities.

Revenue recognition

(l) Revenue recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, shipping occurs or services are rendered, the sales price is fixed or determinable and collection is reasonably assured. Revenue consists primarily of consideration from the bundled sale of hardware, software that is essential to the functionality of the hardware and technical support.

Revenue from the bundled sale of hardware, software and technical support is recognized in accordance with general revenue recognition accounting guidance and revenue from separate sales of software products and technical support is recognized in accordance with industry specific software revenue recognition accounting guidance. Amounts invoiced and cash received in advance of meeting these revenue recognition criteria are recognized as deferred revenue.

The Company offers certain incentives to customers based on purchase levels. These incentives are recorded as a reduction of related revenues when this revenue is recognized. Revenue is recorded net of taxes collected from customers that are remitted to government authorities with the collected taxes recorded as current liabilities until remitted to the relevant government authority. The Company’s arrangements do not include any provisions for refunds.

Revenue recognition for arrangements with multiple deliverables

For multi-element arrangements that include tangible products containing software essential to the product’s functionality and undelivered elements relating to the tangible product and its essential software, the Company allocates revenue to the multiple deliverables based on their relative selling prices. To determine the relative selling price the following hierarchy is used.

(i) vendor-specific objective evidence of fair value (“VSOE”);

(ii) third-party evidence (“TPE”); and

(iii) estimate of the selling price (“ESP”).

VSOE is established as the price charged for a deliverable when the same deliverable is sold separately by the Company. TPE of selling price is established by evaluating largely similar and interchangeable competitor products or services in stand-alone sales. The ESP is established considering internal factors such as internal costs, margin objectives, pricing practices and controls, customer and market conditions such as competitor pricing strategies for similar products, and industry data.

Substantially all the Company’s revenue is made up of the sales of interactive displays and accessories. Interactive displays consist of hardware products and software essential to the functionality of the hardware product that is delivered at the time of sale, and technical support, which includes future unspecified software upgrades and features relating to the product’s essential software to be received, on a when-and-if-available basis. The Company has allocated revenue between these deliverables using the relative selling price method.

The Company assesses incentives and discounts provided to customers in determining the relative selling prices of the deliverables in its arrangements to determine the most appropriate method of allocating such incentives and discounts to such deliverables. In general, the Company has concluded that allocating such incentives and discounts ratably to the deliverables based on the proportion of arrangement consideration allocated to each is appropriate based upon the way the Company currently sells its product.

The Company is unable to determine VSOE for its deliverables as they are not sold on a separate, stand-alone basis. The Company’s go-to-market strategy is the same or similar to that of its peers for these deliverables, in that product offerings are made in multiple deliverable bundles, such that the TPE of selling price of stand-alone deliverables cannot be obtained. Consequently, the Company is unable to establish selling price using VSOE or TPE and therefore uses ESP in its allocation of revenue.

Amounts allocated to the delivered hardware and the related essential software are recognized at the time of sale provided all the conditions for revenue recognition have been met. Amounts allocated to the technical support services and unspecified software upgrades are deferred and recognized using the straight-line method over the estimated term of provision. All product cost of sales, including estimated warranty costs, are recognized at the time of sale. Costs for research and development and sales and marketing are expensed as incurred.

Revenue recognition for software

The Company also sells software, technical support and unspecified software upgrade rights altogether separate from hardware. For software arrangements involving multiple elements, revenue is allocated to each element based on the relative fair value only if VSOE evidence of fair values, which is based on prices charged when the element is sold separately, is available. The Company does not have VSOE for the undelivered elements in its software sales and, accordingly, the entire arrangement consideration is deferred and amortized over three years, the estimated period that such items are delivered or that services are provided.

Comprehensive income (loss)

(m) Comprehensive income (loss)

Comprehensive income (loss) is comprised of net income and other comprehensive income (“OCI”).

OCI refers to revenues, expenses, gains and losses that under GAAP are recorded as an element of comprehensive income but are excluded from net income. OCI consists of foreign currency translation adjustments for the period which arise from the conversion of the Canadian dollar consolidated financial statements to the U.S. dollar reporting currency consolidated financial statements. OCI also includes foreign currency translation adjustments from those foreign subsidiaries that have a local currency as their functional currency that arises on translation of these foreign subsidiaries’ financial statements into their parent’s reporting currency.

Financial instruments

(n) Financial instruments

Derivative financial instruments are used by the Company to manage its exposure to interest and foreign exchange rate fluctuations. To manage interest rate exposure, the Company enters into interest rate swap contracts and to manage foreign exchange exposure, the Company enters into forward and foreign exchange collar contracts. The Company does not use derivative financial instruments for speculative purposes.

Financial Accounting Standards Board (“FASB”) ASC 815—Accounting for Derivative Instruments requires all derivative financial instruments to be recognized at fair value on the consolidated balance sheet and outlines the criteria to be met in order to designate a derivative instrument as a hedge and the methods for evaluating hedge effectiveness. The fair value is calculated based on quoted market prices.

Derivative contracts that do not qualify as hedges under ASC 815, or where hedge accounting is not applied, are recorded at fair value in the consolidated balance sheet unless exempted from derivative treatment as meeting normal purchase and sale criteria. Any changes in the fair value of these derivative contracts are recorded in net income when those changes occur. The Company does not currently apply hedge accounting as defined by ASC 815 to any of its financial instruments.

Income taxes

(o) Income taxes

In accordance with FASB ASC 740—Accounting for Income Taxes, the Company uses the liability method of accounting for income taxes. Under the liability method, current income taxes are recognized for the estimated income taxes payable for the current year and deferred income taxes are recognized for temporary differences between the tax and accounting bases of assets and liabilities and the benefit of losses and other deductions carried forward for tax purposes that are likely to be realized. A valuation allowance is recorded against net deferred income tax assets if it is more likely than not that the asset will not be realized. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are scheduled to be recovered or settled. The effect on the deferred income tax assets and liabilities from a change in tax rates is recognized in net income in the period that the change is enacted.

The Company follows ASC 740 in assessing its uncertain tax positions and provisions for income taxes which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, prescribes a recognition threshold of more likely than not to be sustained upon examination and provides guidance on derecognition measurement classification, interest and penalties, accounting in interim periods, disclosure and transitions.

Investment tax credits

(p) Investment tax credits

The Company uses the flow-through method to account for investment tax credits (“ITCs”), earned on eligible Scientific Research and Experimental Development (“SR&ED”) expenditures. Under this method, the ITCs are recognized as a reduction (increase) to income tax expense (recovery).

ITCs are subject to technical and financial review by Canadian tax authorities on a project-by-project basis and therefore amounts received may vary significantly from the amounts recorded. Any such differences are recorded as an adjustment to the recognized amount in the year the SR&ED review is completed and the results are made known to the Company.

Research and product development costs

(q) Research and product development costs

Research costs are expensed as incurred. Development costs for products and licensed software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred subsequent to achievement of technological feasibility are usually not significant, and therefore most product development costs are expensed as incurred.

Earnings per share

(r) Earnings per share

Per share amounts are based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share are calculated using the treasury stock method.

Warranty provision

(s) Warranty provision

The Company provides for the estimated costs of product warranties at the time revenue is recognized and records the expense in cost of sales. Interactive displays and other hardware products are generally covered by a time-limited warranty for varying periods of time. The Company’s warranty obligation is affected by product failure rates, warranty periods, freight, material usage and other related repair or replacement costs. The Company assesses the adequacy of its warranty liability and adjusts the amount as necessary based on actual experience and changes in future estimated costs. The accrued warranty obligation is included in accrued and other current liabilities.

Stock-based compensation

(t) Stock-based compensation

During the third quarter of fiscal 2013, the Company changed its method of accounting for stock-based compensation expense related to the fair value of options to the graded method from the straight-line method and has applied this change retrospectively from July 2010, the date of the Company’s initial option grants. Stock-based compensation expense for stock options is estimated at the grant date based on each option’s fair value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. The Company generally recognizes stock-based compensation expense ratably using the graded method over the requisite service period with an offset to additional paid-in capital. The BSM model requires various judgmental assumptions including volatility and expected option life. In addition, judgment is also applied in estimating the amount of stock-based awards that are expected to be forfeited, and if actual results differ significantly from these estimates, stock-based compensation expense and the Company’s results of operations would be impacted. Any consideration paid by employees on exercise of stock options plus any recorded stock-based compensation within additional paid-in capital related to that stock option is credited to share capital.

The Company classifies Restricted share units (“RSUs”), Performance share units (“PSUs”) and Deferred share units (“DSUs”) as equity instruments as the Company has the ability and intent to settle the awards in common shares. The compensation expense is calculated based on the fair value of each instrument as determined by the closing value of the Company’s common shares on the business day of the grant date. The Company recognizes compensation expense ratably over the vesting period of the RSUs and PSUs. For DSUs, compensation expense is recorded at the date of grant.

Participant equity loan plan

(u) Participant equity loan plan

The Company has a Participant Equity Loan Plan (the “Plan”), under which the Company loaned funds to certain employees for the purpose of allowing these employees the opportunity to purchase common shares of the Company at fair value. Common shares issued under the Plan are subject to voting and transferability restrictions that lapse based on certain events.

Shares purchased under the Plan are reported as share capital at their fair value on the date of issue. The outstanding related employee loans and any accrued interest are reported as a deduction from share capital. When there is an amendment in the terms of the Plan, the difference between the fair value at the date of the amendment and the fair value at the original date of purchase is recognized as stock-based compensation ratably on a graded basis over the period that restrictions on the shares lapse.

Restructuring costs

(v) Restructuring costs

Employee termination benefits associated with an exit or disposal activity are accrued when the liability is both probable and reasonably estimable provided that the Company has a history of providing similar severance benefits that meet the criteria of an on-going benefit arrangement. If no such history exists, the costs are expensed when the termination benefits are paid. Contract termination costs are recognized and measured at fair value when the Company ceases using the rights under the contract. Other associated costs are recognized and measured at fair value when they are incurred.

Recent accounting policies adopted

(w) Recent accounting policies adopted

In June 2011, the Financial Accounting Standards Board (“FASB”) issued guidance on presentation of comprehensive income to increase its prominence in the financial statements. The new guidance eliminates the option to present components of other comprehensive income in the statement of shareholders’ equity. Instead, an entity is required to present the total of comprehensive income, the components of net income and the components of other comprehensive income in either a continuous statement of net income and other comprehensive income or in two separate but consecutive statements. The Company adopted the guidance in the first quarter of fiscal 2013 and included two separate but consecutive statements.

In September 2011, the FASB issued guidance to simplify the testing of goodwill for impairment. The new guidance provides an entity with the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. The Company adopted the guidance in the first quarter of fiscal 2013. The adoption did not have a material impact on the Company’s results of operations, financial condition or disclosures.

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Income taxes (Tables)

12 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

Schedule Of Income Tax Expense Differences

Income tax expense differs from the amount that would be computed by applying the combined Canadian federal and provincial statutory income tax rates to income before income taxes.

The reasons for these differences are as follows.

	Year ended March 31,
	2013			2012			2011
(Loss) income before income taxes
Domestic	$	(14,139	)	$	43,098		$	113,971
Foreign		(49,334	)		(5,138	)		(9,813	)
	$	(63,473	)	$	37,960		$	104,158
Combined tax rate		25.00	%		26.13	%		27.89	%
Expected income tax (recovery) expense		(15,868	)		9,919			29,050
Adjustments
Non-deductible, non-taxable items		2,138			3,880			2,886
Impairment of goodwill		8,543			—			—
Variation in foreign tax rates		275			1,232			830
Deferred income tax rate differences		305			391			464
Change in valuation allowance		1,296			(1,119	)		3,107
Investment tax credits—current year		(5,471	)		(5,542	)		(4,285	)
Investment tax credits—prior years		(172	)		(3,758	)		—
Other		(24	)		1,913			3,260
Income tax (recovery) expense	$	(8,978	)	$	6,916		$	35,312

Schedule Of Tax Effects Of Temporary Differences

The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities are presented below.

	March 31, 2013			March 31, 2012
Deferred income tax assets
Inventory	$	—		$	124
Non-capital losses		4,417			—
Foreign non-capital losses		5,430			4,133
Allowance for doubtful receivables		76			—
Derivative contracts		241			181
Deferred revenue		30,493			31,462
Accrued restructuring obligation		1,804			1,965
Accrued warranty obligation		5,038			4,448
Other		1,657			581
Valuation allowance		(5,832	)		(4,536	)
		43,324			38,358
Deferred income tax liabilities
Inventory		96			—
Intangible assets		4,970			6,827
Property and equipment		572			335
Long-term debt		1,570			2,225
Investment tax credits		3,552			2,969
Deferred financing fees		425			966
		11,185			13,322
Net deferred income tax asset	$	32,139		$	25,036
Deferred income tax asset—current	$	16,056		$	14,026
Deferred income tax asset—long-term		22,321			19,897
Deferred income tax liability—long-term		(6,238	)		(8,887	)
	$	32,139		$	25,036

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Property and equipment

12 Months Ended

Mar. 31, 2013

Property Plant And Equipment [Abstract]

Property and equipment

7. Property and equipment

	March 31, 2013		March 31, 2012
Cost
Building	$	72,925	$	73,626
Information systems, hardware and software		70,049		62,519
Assembly equipment, furniture, fixtures and other		37,875		44,398
Assets under construction		5,858		8,253
	$	186,707	$	188,796
Accumulated depreciation and amortization
Building	$	12,139	$	9,406
Information systems, hardware and software		48,127		39,414
Assembly equipment, furniture, fixtures and other		26,388		30,409
	$	86,654	$	79,229
Net book value
Building	$	60,786	$	64,220
Information systems, hardware and software		21,922		23,105
Assembly equipment, furniture, fixtures and other		11,487		13,989
Assets under construction		5,858		8,253
	$	100,053	$	109,567

Depreciation and amortization expense incurred is as follows.

	Year ended March 31,
	2013		2012		2011
Building	$	2,951	$	2,968	$	3,159
Information systems, hardware and software		14,614		13,690		14,780
Assembly equipment, furniture, fixtures and other		7,385		8,370		8,975
	$	24,950	$	25,028	$	26,914

Included in accrued and other current liabilities is an accrual for capital expenditures of $2,292 at March 31, 2013 (March 31, 2012 – $1,975).

The amount of depreciation expense included in cost of sales amounted to $3,760, $3,769 and $4,118 for the years ended March 31, 2013, 2012 and 2011, respectively.

The Company concluded that the carrying amount of certain assets was not recoverable and recorded an impairment charge of $2,194 primarily related to discontinued information system projects.  

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Segment Disclosure - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013 Customer	Mar. 31, 2012 Customer	Mar. 31, 2011 Customer
Schedule Of Geographical Segments [Line Items]
Percentage required for qualification as major customer	10.00%	10.00%	10.00%
Number of major customers	0	0	0
Percentage required for disclosure of long-lived assets held outside Canada	10.00%
New Zealand [Member]
Schedule Of Geographical Segments [Line Items]
Total consolidated long-lived assets	25,810
Outside Canada [Member]
Schedule Of Geographical Segments [Line Items]
Total consolidated long-lived assets	30,056

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Share Capital - Additional Information - PELP (Detail) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Equity [Abstract]
Percentage of restricted performance-based shares that did not become unrestricted as part of IPO		40.00%
Percentage of total shares under PELP that did not Become unrestricted as part of IPO		24.00%
PELP Expense	$ 590,000	$ 5,243,000
First Installment	1,209,000
Second Installment	834,000
Shares subject to Compensatory benefit	541,975
Exercise price	1.30
Total benefit	339,000
Accrued interest reversed	44,000
Employee loans written off	286,000
Total loans and accrued interest outstanding at end of period	880,000	2,043,000
Impact on share capital due to loan activity	1,160,000	135,000
Loan principal and interest repayments	846,000	612,000
Interest accrued		105,000
Foreign exchange adjustments	28,000	73,000
Shares repurchased by subsidiary	297,500	160,800
Reduction in share capital due to share repurchase	480,000	445,000
Stock based compensation related to repurchased of shares	53,000
Shares transferred to employees to settle vested RSUs	25,298
Increase in Share Capital as a result of transferred shares	218,000
Reclass of additional paid in capital to share capital as a result of issued shares	148,000
Shares transferred by subsidiary to parent and cancelled	80,000
Reduction in share capital due to cancelled shares	$ 164,000

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2010 Reorganization and Initial Public Offering

12 Months Ended

Mar. 31, 2013

Text Block [Abstract]

2010 Reorganization and Initial Public Offering

3. 2010 Reorganization and Initial Public Offering

On May 13, 2010, the Company’s Board of Directors approved a reorganization (the “2010 Reorganization”) of the capital of the Company. Through a series of transactions, the 2010 Reorganization resulted in the repayment of $8,016 on the shareholder note payable and the effective conversion of the remaining shareholder note payable of CDN$253,972 plus accrued interest of CDN$75,074 into Class A Preferred Shares and Class B Shares and the conversion of cumulative preferred shares of CDN$84,883 plus accrued dividends of CDN$19,748 into Class A Preferred Shares. At the completion of the 2010 Reorganization, the Company’s share capital consisted of 433,676,686 Class A Preferred Shares, 170,089,800 Class B Shares and 10,957,191 Class A Subordinate Voting Shares. As part of the 2010 Reorganization, the Company amalgamated with a successor corporation to School 3 ULC, a corporation that, prior to giving effect to the 2010 Reorganization, held all of the outstanding non-voting common shares. This series of transactions was completed on June 8, 2010. On June 24, 2010, the Company effected a one-for-two reverse stock split for both the Class A Subordinate Voting Shares and the Class B Shares.

In July 2010, in connection with the Company’s initial public offering (“IPO”) transaction, all the issued and outstanding Class A Preferred Shares were converted into Class B or Class A Subordinate Voting Shares and the Class A Preferred Shares were removed from the authorized share capital of the Company and the Company issued Class A Subordinate Voting Shares from Treasury. After giving effect to the IPO, the Company had 44,308,596 Class A Subordinate Voting Shares and 79,464,195 Class B Shares outstanding.

Using the proceeds of the IPO, the Company repaid $40,000 of the unsecured term loan and $19,244 of the term construction facility in July 2010. In September 2010, the remaining balances of the unsecured term loan, the term construction facility and the construction loan of $42,389, $29,836 and $1,438, respectively, were repaid in full.

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Consolidated Statements of Shareholders' Deficit (USD $) In Thousands	Total	Share Capital [Member]	Deficit [Member]	Accumulated other comprehensive loss [Member]	Additional paid-in capital [Member]
Beginning balance at Mar. 31, 2010	$ (694,315)	$ 161,274	$ (831,225)	$ (24,364)
Net income (Loss)	68,846		68,846
Participant Equity Loan Plan (note 11)	8,331	8,331
2010 Reorganization (notes 3 and 11)	413,618	413,618
Initial public offering	138,596	138,596
Other comprehensive income	12,470			12,470
Stock-based compensation	9,181				9,181
Ending balance at Mar. 31, 2011	(43,273)	721,819	(762,379)	(11,894)	9,181
Net income (Loss)	31,044		31,044
Participant Equity Loan Plan (note 11)	135	135
Repurchase of common shares (note 11)	(9,755)	(25,555)			15,800
Other comprehensive income	1,112			1,112
Stock-based compensation	9,128				9,128
Ending balance at Mar. 31, 2012	(11,609)	696,399	(731,335)	(10,782)	34,109
Net income (Loss)	(54,495)		(54,495)
Participant Equity Loan Plan (note 11)	509	680			(171)
Repurchase of common shares (note 11)	(750)	(5,435)			4,685
Other comprehensive income	2,045			2,045
Stock-based compensation	3,284	218			3,066
Share issuance		408			(408)
Ending balance at Mar. 31, 2013	$ (61,016)	$ 692,270	$ (785,830)	$ (8,737)	$ 41,281

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Segment Disclosure - Summary of Revenue Information Relating to Geographic Locations (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Schedule Of Geographical Segments [Line Items]
Sales Revenue	$ 589,370	$ 745,800	$ 790,055
United States [Member]
Schedule Of Geographical Segments [Line Items]
Sales Revenue	329,427	432,659	497,726
Canada [Member]
Schedule Of Geographical Segments [Line Items]
Sales Revenue	43,636	54,237	60,669
Europe Middle East And Africa [Member]
Schedule Of Geographical Segments [Line Items]
Sales Revenue	166,232	183,920	175,472
Rest Of World [Member]
Schedule Of Geographical Segments [Line Items]
Sales Revenue	$ 50,075	$ 74,984	$ 56,188

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2010 Acquisition - Summary of Assets Acquired and liabilities Assumed (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2011
Assets purchased
Current assets	$ 12,513
Property and equipment	2,177
Intangible assets (note 9)	50,061
Goodwill-with no tax base (note 8)	34,173
Total assets purchased	98,924
Liabilities assumed
Current liabilities	9,868
Deferred income tax liability	15,030
Total liabilities assumed	24,898
Net non-cash assets acquired	74,026
Cash acquired	7,974
Consideration paid-cash	$ 82,000

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Financial instruments (Tables)

12 Months Ended

Mar. 31, 2013

Investments All Other Investments [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis.

March 31, 2013

	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	117,065	$	—	$	—	$	117,065
Derivative instruments		—		463		—		463
Total assets	$	117,065	$	463	$	—	$	117,528
Liabilities
Derivative instruments	$	—	$	1,602	$	—	$	1,602
Total liabilities	$	—	$	1,602	$	—	$	1,602

March 31, 2012

	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	76,114	$	—	$	—	$	76,114
Derivative instruments		—		891		—		891
Total assets	$	76,114	$	891	$	—	$	77,005
Liabilities
Derivative instruments	$	—	$	908	$	—	$	908
Total liabilities	$	—	$	908	$	—	$	908

Schedule of Fair Value of Derivative Contracts

(a) Fair value of derivative contracts

March 31, 2013

	Fair value			Contract expiry		Rates		Notional amounts of quantity
Foreign exchange forward derivative contracts	$	(382 (111 316	)  )		Apr 2013 to Dec 2013 Apr 2013 to Dec 2013 Apr 2013 to Nov 2013		0.9938 - 1.0325 1.2485 - 1.3431 1.5780 - 1.6162	USD 24,000 EUR 18,000 GBP 6,500
	$	(177	)
Interest rate derivative contracts	$	(962	)		Aug 2014		0.750% - 0.945%	50% of the outstanding principal on the first lien term loan over the contract term

March 31, 2012

	Fair value			Contract expiry		Rates		Notional amounts of quantity
Foreign exchange forward derivative contracts	$	749 95 (144	)		Apr 2012 to Jan 2013 Apr 2012 to Jan 2013 Apr 2012 to Feb 2013		0.9798 - 1.0617 1.3304 - 1.3617 1.5556 - 1.6068	USD 24,000 EUR 7,000 GBP 7,500
	$	700
Interest rate derivative contracts	$	(717	)		Aug 2014		0.750% - 0.945%	50% of the outstanding principal on the first lien term loan over the contract term

Schedule of Carrying Value and Fair Value of Long Term Debt

The carrying value and fair value of the Company’s long-term debt as at March 31, 2013 and March 31, 2012, are as follows.

	March 31, 2013				March 31, 2012
	Carrying amount		Fair value		Carrying amount		Fair value
Variable-rate long-term debt	$	288,225	$	289,844	$	291,275	$	289,340

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Income Taxes - Schedule of Income Tax Expense Differences (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
(Loss) income before income taxes
Domestic	$ (14,139)	$ 43,098	$ 113,971
Foreign	(49,334)	(5,138)	(9,813)
(Loss) income before income taxes	(63,473)	37,960	104,158
Combined tax rate	25.00%	26.13%	27.89%
Expected income tax (recovery) expense	(15,868)	9,919	29,050
Adjustments
Non-deductible, non-taxable items	2,138	3,880	2,886
Impairment of goodwill	8,543
Variation in foreign tax rates	275	1,232	830
Deferred income tax rate differences	305	391	464
Change in valuation allowance	1,296	(1,119)	3,107
Other	(24)	1,913	3,260
Income tax (recovery) expense	(8,978)	6,916	35,312
Current Year [Member]
Adjustments
Investment tax credits	(5,471)	(5,542)	(4,285)
Prior Years [Member]
Adjustments
Investment tax credits	$ (172)	$ (3,758)

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Restructuring costs (Tables)

12 Months Ended

Mar. 31, 2013

Restructuring And Related Activities [Abstract]

Summary of Accrued Restructuring Obligation Associated with Fiscal 2013 December Restructuring Activities

The change in the Company’s accrued restructuring obligation associated with the fiscal 2013 December restructuring activities for the year ended March 31, 2013 is summarized in the following table.

	Year ended March 31, 2013
	Employee Termination Costs			Facilities Costs		Other Restructuring Costs			Total
Restructuring costs incurred	$	16,172		$	1,010	$	208		$	17,390
Restructuring costs paid		(10,227	)		—		(124	)		(10,351	)
Currency translation adjustment		(216	)		8		—			(208	)
Accrued restructuring obligation at end of year	$	5,729		$	1,018	$	84		$	6,831

Summary of Accrued Restructuring Obligation Associated with Fiscal 2013 August Restructuring Activities

The change in the Company’s accrued restructuring obligation associated with the fiscal 2013 August restructuring activities for the year ended March 31, 2013 is summarized in the following table.

	Year ended March 31, 2013
	Employee Termination Costs
Restructuring costs incurred	$	1,947
Restructuring costs paid		(1,775	)
Currency translation adjustment		(11	)
Accrued restructuring obligation at end of year	$	161

Summary of Accrued Restructuring Obligation Associated with Fiscal 2012 August Restructuring Activities

The change in the Company’s accrued restructuring obligation associated with the fiscal 2012 August restructuring activities for the years ended March 31, 2013 and 2012 is summarized in the following tables.

	Year ended March 31, 2013
	Lease Obligation Costs			Employee Termination Costs		Other Restructuring Costs		Total
Accrued restructuring obligation at beginning of year	$	7,788		$	—	$	—	$	7,788
Restructuring costs paid		(2,576	)		—		—		(2,576	)
Accretion expense		417			—		—		417
Adjustments		1,020			—		—		1,020
Currency translation adjustment		(149	)		—		—		(149	)
Accrued restructuring obligation at end of year	$	6,500		$	—	$	—	$	6,500

	Year ended March 31, 2012
	Lease Obligation Costs			Employee Termination Costs			Other Restructuring Costs			Total
Restructuring costs incurred	$	8,059		$	3,745		$	1,455		$	13,259
Restructuring costs paid		(600	)		(3,745	)		(1,455	)		(5,800	)
Accretion expense		116			—			—			116
Currency translation adjustment		213			—			—			213
Accrued restructuring obligation at end of year	$	7,788		$	—		$	—		$	7,788

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Stock-based Compensation - Schedule of Restricted Share Units (Detail) (Restricted Shares Units [Member])	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Restricted Shares Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Balance at beginning of period	595,075
Granted	2,680,000	655,100
Exercised	(140,313)
Forfeited	(1,215,301)	(60,025)
Balance at end of period	1,919,461	595,075

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Commitments and Contingencies - Summary of Commitments (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013
Long-term Purchase Commitment [Line Items]
Year End March 31, 2014	$ 111,843
Year End March 31, 2015	298,455
Year End March 31, 2016	6,100
Year End March 31, 2017	4,246
Year End March 31, 2018 and thereafter	13,569
Total	434,213
Operating leases [Member]
Long-term Purchase Commitment [Line Items]
Year End March 31, 2014	5,790
Year End March 31, 2015	5,071
Year End March 31, 2016	4,522
Year End March 31, 2017	4,246
Year End March 31, 2018 and thereafter	13,569
Total	33,198
Derivative contracts [Member]
Long-term Purchase Commitment [Line Items]
Year End March 31, 2014	679
Year End March 31, 2015	283
Total	962
Long-term debt [Member]
Long-term Purchase Commitment [Line Items]
Year End March 31, 2014	3,050
Year End March 31, 2015	285,175
Total	288,225
Future interest obligation on long-term debt [Member]
Long-term Purchase Commitment [Line Items]
Year End March 31, 2014	9,555
Year End March 31, 2015	3,896
Total	13,451
Purchase commitments [Member]
Long-term Purchase Commitment [Line Items]
Year End March 31, 2014	92,769
Year End March 31, 2015	4,030
Year End March 31, 2016	1,578
Total	$ 98,377

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Goodwill - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013
Goodwill [Abstract]
Goodwill impairment charge	$ 34,173

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Trade Receivables - Allowance for Doubtful Receivables (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Allowance For Doubtful Accounts [Abstract]
Balance at beginning of year	$ 3,104	$ 3,603	$ 3,868
Charge to bad debts expense	3,377	1,579	17
Write-off of receivables	(2,909)	(2,000)	(635)
Currency translation adjustment	(72)	(78)	353
Balance at end of year	$ 3,500	$ 3,104	$ 3,603

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Income Taxes - Schedule of Tax Effects of Temporary Differences (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Mar. 31, 2012
Deferred income tax assets
Inventory		$ 124
Non-capital losses	4,417
Foreign non-capital losses	5,430	4,133
Allowance for doubtful receivables	76
Derivative contracts	241	181
Deferred revenue	30,493	31,462
Accrued restructuring obligation	1,804	1,965
Accrued warranty obligation	5,038	4,448
Other	1,657	581
Valuation allowance	(5,832)	(4,536)
Total Deferred income tax assets	43,324	38,358
Deferred income tax liabilities
Inventory	96
Intangible assets	4,970	6,827
Property and equipment	572	335
Long-term debt	1,570	2,225
Investment tax credits	3,552	2,969
Deferred financing fees	425	966
Total Deferred income tax liabilities	11,185	13,322
Net deferred income tax asset	32,139	25,036
Deferred income tax asset-current	16,056	14,026
Deferred income tax asset-long-term	22,321	19,897
Deferred income tax liability-long-term	(6,238)	(8,887)
Aggregate deferred income tax asset	$ 32,139	$ 25,036

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Long-term debt and credit facilities

12 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Long-term debt and credit facilities

10. Long-term debt and credit facilities

	March 31, 2013			March 31, 2012
First lien facility	$	288,225		$	291,275
Current portion of long-term debt		(3,050	)		(3,050	)
	$	285,175		$	288,225

All debt and credit facilities are U.S. dollar facilities.

(a) First lien facility

In August 2007, the Company entered into a $305,000 term loan maturing August 28, 2014 with a $45,000 revolving credit facility maturing August 28, 2013 (the “First lien facility”). The full amount of the term loan was drawn upon closing. As part of the Company’s IPO transaction which closed on July 20, 2010, the Company put into place an additional $55,000 revolving credit facility under the First lien facility maturing August 28, 2013, which increased the total revolving credit capacity to $100,000, all of which remained undrawn as of March 31, 2013 and 2012. The First lien facility is secured by a first priority interest over all assets of the Company and certain subsidiaries.

The Company may repay all or a portion of the First lien facility at any time without incurring early repayment premiums. The term-loan portion of the First lien facility requires mandatory annual repayments totaling $3,050. In addition, beginning with the year ended March 31, 2009, the Company is required to repay amounts under the facility ranging between zero and 50% of annual excess cash flow, contingent upon the Company’s leverage ratio at the time. As of March 31, 2013, 2012 and 2011, the leverage ratio was below the level required to trigger a repayment.

Borrowings under the term loan bear interest at floating rates, based on LIBOR, the U.S. federal funds rate or the Canadian base rate of the administrative agent. Borrowings under the revolving credit facility bear interest at floating rates based on the banker’s acceptance rate, LIBOR, the U.S. federal funds rate, the Canadian base rate of the administrative agent or the Canadian prime rate. The Company has discretion with respect to the basis upon which interest rates are set. The interest rate on borrowings under the First lien facility term loan was 2.95% at March 31, 2013 and 2.99% at March 31, 2012. The interest rates on the undrawn credit facilities of $45,000 and $55,000 at March 31, 2013 were 2.20% and 3.95%, respectively.

The Company had outstanding letters of credit totaling $1,166 at March 31, 2013 and $973 at March 31, 2012. These letters of credit have not been drawn; however, they reduce the amount available to the Company under the revolving portion of the First lien facility.

The Company was in compliance with all financial covenants with respect to the facility at March 31, 2013. The facility has two financial covenants: a total leverage ratio test and an interest coverage ratio test. Compliance is tested quarterly and the Company has been in compliance with all covenants during all reporting periods since the inception of the loan.

(b) Second lien facility

In August 2007, the Company entered into an eight year, $100,000 term loan (the “Second lien facility”), which was fully drawn upon closing. In fiscal 2012, the remaining balance of $45,000 was repaid in full. No repayment premiums were charged.

(c) Deferred financing fees

The Company incurred fees of $13,090 in closing the First lien facility and the Second lien facility which were recorded as deferred financing fees. These fees are shown as an asset and amortized over the loans’ terms based on the effective interest rate method. Repayments of the term loans also result in releases of these fees, which are then included in interest expense. The Company also incurred fees of $1,385 in closing the new revolving facility on July 20, 2010 under the First lien facility. These fees are shown as an asset and amortized over the term of the facility using the straight-line method. The Company also incurred fees relating to the term construction facility which was repaid in the year ended March 31, 2011.

The Company recorded amortization of deferred financing fees of $2,155, $2,991 and $3,270 for the years ended March 31, 2013, 2012 and 2011, respectively.

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Inventory

12 Months Ended

Mar. 31, 2013

Inventory Disclosure [Abstract]

Inventory

6. Inventory

	March 31, 2013			March 31, 2012
Finished goods	$	59,972		$	107,380
Raw materials		10,577			4,938
Provision for obsolescence		(4,787	)		(1,508	)
	$	65,762		$	110,810

The provision for obsolescence is related to finished goods and raw materials inventory.

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Intangible Assets - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Intangible Assets Disclosure [Abstract]
Amortization expense of finite-lived intangibles	$ 9,571	$ 9,573	$ 8,986

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Income taxes

12 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

Income taxes

13. Income taxes

Income tax expense differs from the amount that would be computed by applying the combined Canadian federal and provincial statutory income tax rates to income before income taxes.

The reasons for these differences are as follows.

	Year ended March 31,
	2013			2012			2011
(Loss) income before income taxes
Domestic	$	(14,139	)	$	43,098		$	113,971
Foreign		(49,334	)		(5,138	)		(9,813	)
	$	(63,473	)	$	37,960		$	104,158
Combined tax rate		25.00	%		26.13	%		27.89	%
Expected income tax (recovery) expense		(15,868	)		9,919			29,050
Adjustments
Non-deductible, non-taxable items		2,138			3,880			2,886
Impairment of goodwill		8,543			—			—
Variation in foreign tax rates		275			1,232			830
Deferred income tax rate differences		305			391			464
Change in valuation allowance		1,296			(1,119	)		3,107
Investment tax credits—current year		(5,471	)		(5,542	)		(4,285	)
Investment tax credits—prior years		(172	)		(3,758	)		—
Other		(24	)		1,913			3,260
Income tax (recovery) expense	$	(8,978	)	$	6,916		$	35,312

The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities are presented below.

	March 31, 2013			March 31, 2012
Deferred income tax assets
Inventory	$	—		$	124
Non-capital losses		4,417			—
Foreign non-capital losses		5,430			4,133
Allowance for doubtful receivables		76			—
Derivative contracts		241			181
Deferred revenue		30,493			31,462
Accrued restructuring obligation		1,804			1,965
Accrued warranty obligation		5,038			4,448
Other		1,657			581
Valuation allowance		(5,832	)		(4,536	)
		43,324			38,358
Deferred income tax liabilities
Inventory		96			—
Intangible assets		4,970			6,827
Property and equipment		572			335
Long-term debt		1,570			2,225
Investment tax credits		3,552			2,969
Deferred financing fees		425			966
		11,185			13,322
Net deferred income tax asset	$	32,139		$	25,036
Deferred income tax asset—current	$	16,056		$	14,026
Deferred income tax asset—long-term		22,321			19,897
Deferred income tax liability—long-term		(6,238	)		(8,887	)
	$	32,139		$	25,036

The Company had consolidated non-capital losses for income tax purposes of $35,529 at March 31, 2013 (March 31, 2012 – $13,702; March 31, 2011 – $13,589), of which $22,769 will expire at various times through 2033 and $12,760 will carry forward indefinitely.

In assessing the recording of deferred tax assets, management considers whether it is more likely than not that some portion of or all of the deferred tax assets will be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. To the extent that any portion of the deferred tax assets is not more likely than not to be realized, a valuation allowance has been provided.

The Company and its Canadian subsidiaries file federal and provincial income tax returns in Canada, its U.S. subsidiary files federal and state income tax returns in the U.S. and its other foreign subsidiaries file income tax returns in their respective foreign jurisdictions. The Company and its subsidiaries are generally no longer subject to income tax examinations by tax authorities for years before March 31, 2007. Tax authorities in Canada and the U.S. are conducting examinations of local tax returns for various taxation years ending after March 31, 2007. Notwithstanding management’s belief in the merit of the Company’s tax filing position, it is possible that the final outcome of any audits by taxation authorities may differ from estimates and assumptions used in determining the Company’s consolidated tax provision and accruals, which could result in a material effect on the consolidated income tax provision and the net income for the period in which such determinations are made.

Notwithstanding management’s belief in the merit of the Company’s tax filing positions, it is reasonably possible that the Company’s unrecognized tax benefits, if any, could significantly increase or decrease within the next twelve months, although this change is not likely to have a material impact on the Company’s effective tax rate. Future changes in management’s assessment of the sustainability of tax filing positions may impact the Company’s income tax liability.

The Company recognizes interest related to income taxes in interest expense and penalties related to income taxes in selling, marketing and administration expense in the consolidated statement of operations. The amount of gross interest and penalties accrued was nil at March 31, 2013 and $52 at March 31, 2012. The Company recognized interest and penalty expense related to tax matters of $29, $69 and $86 for the years ended March 31, 2013, 2012 and 2011, respectively.

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Share capital

12 Months Ended

Mar. 31, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share capital

11. Share capital

(a) Share capital

(i) Authorized

The Company’s authorized share capital consists of an unlimited number of Class A Subordinate Voting Shares, an unlimited number of Class B Shares and an unlimited number of Preferred Shares issuable in series.

Each holder of Class B Shares and each holder of Class A Subordinate Voting Shares is entitled to receive notice of and attend all meetings of the Company’s shareholders, except meetings at which only holders of another particular class or series have the right to vote. At each such meeting, each Class B Share entitles its holder to 10 votes and each Class A Subordinate Voting Share entitles its holder to one vote, voting together as a single class, except as otherwise set forth in the Company’s articles of amalgamation or prescribed by applicable laws.

(ii) Issued and outstanding

Shares Outstanding	Voting Common Shares			Non-voting Common Shares			Voting Preferred Shares			Class A Preferred Shares			Class A Subordinate Voting Shares			Class A Subordinate Voting Shares – Treasury Shares			Class B Shares			Total
March 31, 2010		53,563,844			127,489,844			127,483,148			—			—			—			—			308,536,836
2010 Reorganization		(53,563,844	)		(127,489,844	)		(127,483,148	)		433,676,686			5,478,596			—			85,044,901			215,663,347
Participant Equity Loan Plan		—			—			—			—			—			(57,500	)		—			(57,500	)
Initial Public Offering		—			—			—			(433,676,686	)		38,830,000			—			(5,580,706	)		(400,427,392	)
March 31, 2011		—			—			—			—			44,308,596			(57,500	)		79,464,195			123,715,291
Participant Equity Loan Plan		—			—			—			—			—			(160,800	)		—			(160,800	)
Shares repurchased for cancellation		—			—			—			—			(2,327,486	)		—			—			(2,327,486	)
March 31, 2012		—			—			—			—			41,981,110			(218,300	)		79,464,195			121,227,005
Participant Equity Loan Plan		—			—			—			—			—			(217,500	)		—			(217,500	)
Stock-based compensation		—			—			—			—			115,015			25,298			—			140,313
Shares repurchased for cancellation		—			—			—			—			(574,954	)		—			—			(574,954	)
March 31, 2013		—			—			—			—			41,521,171			(410,502	)		79,464,195			120,574,864

Stated Amount	Voting Common Shares			Non-voting Common Shares			Voting Preferred Shares		Class A Preferred Shares			Class A Subordinate Voting Shares			Class A Subordinate Voting Shares – Treasury Shares			Class B Shares		Total
March 31, 2010	$	41,166		$	120,108		$	—	$	—		$	—		$	—		$	—	$	161,274
Participant Equity Loan Plan		2,122			—			—		—			6,369			(160	)		—		8,331
2010 Reorganization		(43,288	)		(120,108	)		—		413,616			3,156			—			160,242		413,618
Initial Public Offering		—			—			—		(413,616	)		474,047			—			78,165		138,596
March 31, 2011	$	—		$	—		$	—	$	—		$	483,572		$	(160	)	$	238,407	$	721,819
Participant Equity Loan Plan		—			—			—		—			568			(433	)		—		135
Repurchase of Common Shares		—			—			—		—			(25,555	)		—			—		(25,555	)
March 31, 2012	$	—		$	—		$	—	$	—		$	458,585		$	(593	)	$	238,407	$	696,399
Participant Equity Loan Plan		—			—			—		—			996			(316	)		—		680
Stock-based compensation		—			—			—		—			557			69			—		626
Shares repurchased for cancellation		—			—			—		—			(5,435	)		—			—		(5,435	)
March 31, 2013	$	—		$	—		$	—	$	—		$	454,703		$	(840	)	$	238,407	$	692,270

The 2010 Reorganization completed on June 8, 2010 effectively resulted in the conversion of the Company’s Voting Common Shares, Voting Preferred Shares, cumulative preferred shares including accrued interest (note 3) and shareholder note payable (note 3) into 10,957,191 Class A Subordinate Voting Shares, 170,089,800 Class B Shares and 433,676,686 Class A Preferred Shares. The Company’s Non-voting Common Shares were cancelled as part of the 2010 Reorganization.

On June 24, 2010, the Company effected a one-for-two reverse split of the Class A Subordinate Voting Shares and the Class B Shares.

As part of the Company’s IPO on July 20, 2010, the 433,676,686 Class A Preferred Shares were converted to 5,898,744 Class B Shares and 18,550,550 Class A Subordinate Voting Shares and then 11,479,450 Class B Shares were converted to 11,479,450 Class A Subordinate Voting Shares. New Class A Subordinate Voting Shares issued by the Company to the public pursuant to the IPO totaled 8,800,000 at an issue price of $17.00. Proceeds from the IPO were $138,596, net of underwriting commissions of $7,854 and other offering expenses of $7,429, net of tax of $4,279. Other offering expenses were also recorded as a reduction of IPO proceeds effective the date of the IPO. Concurrent with this transaction, 30,030,000 Class A Subordinate Voting Shares were sold to the public by existing shareholders at an issue price of $17.00.

(b) Participant equity loan plan

In 2009, the Company implemented a Participant Equity Loan Plan (the “Plan”) under which the Company loaned funds to certain employees for the purpose of allowing them to purchase Class A Subordinate Voting Shares of the Company at fair value as determined by a third party valuation.

Shares granted under the Plan are reported as share capital in shareholders’ equity at their value on the date of issue. The outstanding related loans and accrued interest are reported as a reduction of share capital.

In 2010, the Plan was amended such that the 40% of shares with performance-based restrictions that did not become unrestricted as part of the Initial Public Offering (“IPO”) transaction, representing 24% of the total shares under the Plan, would become unrestricted in two equal installments on each of the following two anniversary dates of the IPO. As a result of this amendment, the difference between the fair value of the affected shares at the date of the amendment and the fair value at the initial issuance of the shares was recognized as stock-based compensation ratably on a graded basis over the period the restrictions lapsed. The expense is included in selling, marketing and administration expense and research and development expense, with an offsetting credit to additional paid-in capital and was adjusted to reflect expected forfeitures based on Company historical data. The impact of the Plan amendment was fully amortized at September 30, 2012. The total value expensed in the year ended March 31, 2013 was $590 (March 31, 2012 – $5,243).

On November 20, 2012 certain terms of the Plan were amended. All Plan shares previously held in trust by the Company as security against the Plan loans are to be released to Plan participants, with remaining loan balances continuing to be secured by these shares. Any proceeds from the sale of these shares must first be applied against any outstanding loan balance. Additional compensation was also provided to Plan participants for the purpose of loan repayments. Most participants received the first installment in the fourth quarter of fiscal 2013 and will receive a second installment, provided they continue to be employed by the Company, in the third quarter of fiscal 2014. The first installment of $1,209 is included in selling, marketing and administration expense and research and development expense in the year ended March 31, 2013. The second installment of $834 is being accrued evenly over the twelve months ended December 31, 2013.

As a result of these amendments, the compensatory benefit of the 541,975 Plan shares with outstanding loans was determined at the date of the Plan amendment using the Black-Scholes-Merton (“BSM”) option pricing model. The exercise price used of $1.30 was the market price of a Class A Subordinate Voting Share on that date which equaled the remaining loan balance for each share. The total benefit of $339 has been reported as stock-based compensation expense in the year ended March 31, 2013 with an offset to additional paid-in capital. In addition, interest is no longer being charged on Plan loans retroactive to April 1, 2012. As a result, accrued interest of $44 was reversed in the year ended March 31, 2013. During the year ended March 31, 2013 Plan loans of $286 from employees who had left the Company were written off with an offset to bad debt expense. Total loans amounted to $880 at March 31, 2013 (March 31, 2012 – $2,043).

Share capital increased by $1,160 (March 31, 2012 – $135) in the year ended March 31, 2013 as a result of Plan activity. This includes loan principal and interest repayments totaling $846 (March 31, 2012 – $612), interest accrued during the year of nil (March 31, 2012 – $105) and foreign exchange adjustments of $28 (March 31, 2012 – $73). Also, during the year ended March 31, 2013, 297,500 (March 31, 2012 – 160,800) shares of employees who left the Company were repurchased by a subsidiary company resulting in a net reduction in share capital of $480 (March 31, 2012 – $445). Stock based compensation paid related to these repurchases amounted to $53 (March 31, 2012 – nil).

In the year ended March 31, 2013, 25,298 Class A Subordinate Voting Shares—Treasury Shares, held by a subsidiary company, were transferred to certain employees in settlement of vested restricted share units (note 12(c)) which resulted in an increase in share capital of $218 including a $148 reclassification of additional paid-in capital to share capital. In the year ended March 31, 2013, 80,000 Class A Subordinate Voting Shares—Treasury Shares held by a subsidiary company were transferred to the parent company and cancelled resulting in a reduction in share capital of $164.

(c) Share repurchase plan

On August 19, 2011, the Company’s Board of Directors approved a share repurchase plan and normal course issuer bid to purchase for cancellation up to 4,000,000 of the Company’s Class A Subordinate Voting Shares. The shares were purchased in the open market at prevailing market prices over a 12-month period between August 25, 2011 and August 24, 2012. In the year ended March 31, 2013, the Company repurchased for cancellation 494,954 Class A Subordinate Voting Shares at an average price of $1.51 per share for a total purchase price of $750, resulting in a reduction to stated capital of $5,435 and corresponding credit to additional paid-in capital of $4,685. During the share repurchase plan period, the Company repurchased for cancellation 2,822,440 Class A Subordinate Voting Shares at an average price of $3.72 per share for a total purchase price of $10,505. All the repurchased shares have been cancelled.

(d) Issuance of treasury shares

In the year ended March 31, 2013, 115,015 Class A Subordinate Voting Shares were issued at the current market price for settlement of vested RSUs resulting in a net increase in share capital of $408 and a reduction in additional paid-in capital of $408 (note 12(c)).

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Document and Entity Information	12 Months Ended
	Mar. 31, 2013
Document Document And Entity Information [Abstract]
Document Type	20-F
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Trading Symbol	SMT
Entity Registrant Name	SMART Technologies Inc.
Entity Central Index Key	0001489147
Current Fiscal Year End Date	--03-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	120,574,864

XML

Income Taxes - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Income Tax Disclosure [Abstract]
Consolidated non-capital losses	$ 35,529	$ 13,702	$ 13,589
Operating loss carry forwards terms	Year 2013-2033
Non-capital losses expiring by 2020	22,769
Non-capital losses carried forward indefinitely	12,760
Interest and penalties accrued on income taxes		52
Recognized interest and penalty expense related to tax	$ 29	$ 69	$ 86

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Stock-based compensation

12 Months Ended

Mar. 31, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based compensation

12. Stock-based compensation

The 2010 Equity Incentive Plan (“2010 Plan”) provides for the grant of options, restricted share units and deferred share units to the directors, officers, employees, consultants and service providers of the Company and its subsidiaries. Under the 2010 Plan, the Company has reserved for issuance Class A Subordinate Voting Shares representing up to 10% of the total outstanding Class A Subordinate Voting Shares and Class B Shares. At March 31, 2013 there were 6,890,566 stock-based awards available for future grant. Total stock-based compensation expense including the total value expensed as part of the Participant Equity Loan Plan (note 11) was $3,337, $9,128 and $9,181 for the years ended March 31, 2013, 2012 and 2011, respectively.

(a) Stock options

A summary of the status of the Company’s stock options at March 31, 2013, 2012 and 2011 and changes during the year ended on those dates is as follows.

	Options Outstanding
	Number of          options			Weighted-average exercise price per option		Average remaining contractual life in years		Aggregate              intrinsic             value
Balance at March 31, 2010		—		$	—		—	$	—
Granted		1,444,500			16.22		—
Exercised		—			—		—
Forfeited		(28,500	)		15.61		—
Balance at March 31, 2011		1,416,000		$	16.24		4.37	$	152
Granted		2,172,828			5.54		—
Exercised		—			—		—
Forfeited		(588,171	)		13.06		—
Balance at March 31, 2012		3,000,657		$	9.11		3.97	$	—
Granted		1,172,000			1.50		—
Exercised		—			—		—
Forfeited		(1,084,462	)		7.39		—
Balance at March 31, 2013		3,088,195		$	6.86		3.42	$	37
Exercisable at March 31, 2013		287,612		$	14.56		—	$	—

The aggregate intrinsic value in the table above represents the total intrinsic value (the aggregate difference between the closing stock price of the Company’s Class A Subordinate Voting Shares on March 31, 2013, 2012 and 2011 and the exercise price of in-the-money options) that would have been received by the option holders if all in-the-money options had been exercised on that date.

Stock-based compensation expense related to options included in selling, marketing and administration expense and research and development expense for the year ended March 31, 2013 was $1,249 (March 31, 2012 – $2,528; March 31, 2011 – $1,105). As at March 31, 2013, the total compensation cost not yet recognized related to stock options was $1,676. This amount is expected to be recognized over the next 47 months on a weighted-average basis.

The weighted-average fair value of the stock options granted was calculated using the BSM option-pricing model with the following assumptions.

	Year ended March 31,
	2013			2012			2011
Fair value of stock options granted during the year	$	0.72		$	2.00		$	5.59
Assumptions
Risk-free interest rate		0.49% - 0.89	%		0.60% - 1.43	%		0.96% - 1.49	%
Volatility		62.15 - 64.67	%		45.00	%		45.00	%
Expected life in years		4.0			4.0			4.0
Expected dividend yield		0.00	%		0.00	%		0.00	%

The amounts computed according to the model may not be indicative of the actual values realized upon the exercise of the options by the holders.

The assumed risk-free interest rate is based on the yield of a U.S. government zero coupon Treasury bill issued at the date of grant with a remaining life approximately equal to the expected term of the option. The assumed volatility used in the stock option valuation for options granted for the year ended March 31, 2013 is the Company’s historical volatility from the Company’s IPO on July 20, 2010 to the date of grant. The assumed volatility for options granted prior to April 1, 2012 was the Company’s estimate of the future volatility of the share price based on a review of the volatility of comparable public companies. The assumed expected life is the Company’s estimated expected exercise pattern of the options. The assumed dividend yield reflects the Company’s current intention to not pay cash dividends in the foreseeable future.

The Company estimates forfeitures at the time of grant based on the Company’s historical data and reviews these estimates in subsequent periods if actual forfeitures differ from those estimates. The estimated annual future forfeiture rate is 10.0% at March 31, 2013.

Change in accounting policy

As discussed in note 1(t), during the third quarter of fiscal 2013, the Company changed its method of accounting for stock-based compensation expense related to the fair value of options to the graded method from the straight-line method and has applied this change retrospectively. The total impact of this change since the plan inception was an increase in stock-based compensation of $1,548 with an offsetting increase to additional paid-in capital. The change resulted in a current year expense of $303 with an increase to the April 1, 2012 opening deficit of $1,245.

The following tables show the effects of the change in accounting policy on the consolidated statements of operations and consolidated balance sheets.

Consolidated Statements of Operations

	March 31, 2013						March 31, 2012				March 31, 2011
	As computed under straight-line method			As reported under graded method			As reported under straight-line method(1)		As adjusted under graded method		As reported under straight-line method(1)		As adjusted under graded method
Selling, marketing and administration	$	170,705		$	170,871		$	180,326	$	180,837	$	182,499	$	182,910
Research and development		48,776			48,811			49,807		50,032		51,333		51,431
Net (loss) income		(54,294	)		(54,495	)		31,780		31,044		69,355		68,846
(Loss) income per share
Basic	$	(0.45	)	$	(0.45	)	$	0.26	$	0.25	$	0.53	$	0.53
Diluted	$	(0.45	)	$	(0.45	)	$	0.26	$	0.25	$	0.53	$	0.53

(1) As reported figures reflect certain reclassifications that have been made to conform to current period’s presentation.

Consolidated Balance Sheets

	March 31, 2013						March 31, 2012
	As computed under straight-line method			As adjusted under graded method			As reported under straight- line method			As adjusted under graded method
Additional paid-in capital	$	41,317		$	41,518		$	32,864		$	34,109
Deficit	$	(785,629	)	$	(785,830	)	$	(730,090	)	$	(731,335	)

The change in accounting policy on the consolidated statements of cash flows in all periods impacted resulted in a decrease to net income with an offsetting increase to stock-based compensation expense with no net impact on cash provided by operating activities.

(b) Deferred share units

Deferred share units (“DSUs”) are issued to independent directors of the Company and are settled upon retirement or death. DSUs may be settled in cash or shares of the Company at the option of the Company. Compensation expense is recorded at the date of grant based on the quoted market price of the Company’s Class A Subordinate Voting Shares with an offset to additional paid-in capital.

A summary of the status of the Company’s DSUs at March 31, 2013, 2012 and 2011 and changes during the years then ended is as follows.

	Year ended March 31,
	2013		2012		2011
	Number of DSUs
Balance at beginning of year		30,000		—		—
Granted		30,000		30,000		—
Exercised		—		—		—
Forfeited		—		—		—
Balance at end of year		60,000		30,000		—

Compensation expense relating to DSUs for the year ended March 31, 2013 included in selling, marketing and administration expense amounted to $49 (March 31, 2012 – $175; March 31, 2011 – zero).

(c) Restricted share units

Restricted share units (“RSUs”) are issued to executives of the Company and may be settled in cash or shares of the Company at the option of the Company.

A summary of the status of the Company’s RSUs at March 31, 2013, 2012 and 2011 and changes during the years then ended is as follows.

	Year ended March 31,
	2013			2012			2011
	Number of RSUs
Balance at beginning of year		595,075			—			—
Granted		2,680,000			655,100			—
Exercised		(140,313	)		—			—
Forfeited		(1,215,301	)		(60,025	)		—
Balance at end of year		1,919,461			595,075			—

During the year ended March 31, 2013, the Company issued 2,483,000 (March 31, 2012 – 250,850) time-based RSUs which vest evenly over three years of which 741,801 were forfeited in the year ended March 31, 2013 (March 31, 2012 – 19,900). Time-based RSUs are fair valued at the date of grant and compensation expense is recognized on a graded basis over the vesting period with an offset to additional paid-in capital. Compensation expense relating to time-based RSUs for the year ended March 31, 2013 included in selling, marketing and administration expense and research and development expense amounted to $1,389 (March 31, 2012 – $636; March 31, 2011 – zero).

During the year ended March 31, 2013, 140,313 time-based RSUs vested with a fair value at the date of grant of $556. 25,298 of these vested RSUs were settled through the transfer of 140,313 Class A Subordinate Voting Shares to holders of the vested RSUs. To effect this settlement, the Company purchased 25,298 Class A Subordinate Voting Shares from a wholly owned subsidiary. These shares had been acquired by the subsidiary from former participants of the Participant Equity Loan Plan (note 11(b)). The Company purchased the shares from the subsidiary at their fair market value at the date of settlement. The remaining 115,015 vested RSUs were settled through the issuance of treasury shares (note 11(d)).

During the year ended March 31, 2013, the Company also issued 197,000 (March 31, 2012 – 404,250) performance-based RSUs to executives of the Company of which 473,500 were forfeited in the year ended March 31, 2013. These performance-based RSUs vest after three years upon meeting total shareholder return performance criteria measured against a group of peer companies. Performance-based RSUs are fair valued at the date of grant and compensation expense is recorded on a straight-line basis over the vesting period with an offset to additional paid-in capital. Compensation expense relating to performance-based RSUs for the year ended March 31, 2013 included in selling, marketing and administration expense and research and development expense amounted to a recovery of $332 (March 31, 2012 – expense of $546; March 31, 2011 – zero).

As at March 31, 2013, estimated total compensation expense not yet recognized related to all RSUs was $1,603 which is expected to be recognized over the next 32 months.

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Inventory - Summary of Inventories (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Mar. 31, 2012
Inventory Net [Abstract]
Finished goods	$ 59,972	$ 107,380
Raw materials	10,577	4,938
Provision for obsolescence	(4,787)	(1,508)
Total	$ 65,762	$ 110,810

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Trade Receivables - Additional Information (Detail) (Participant Equity Loan Plan [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013
Participant Equity Loan Plan [Member]
Allowance For Doubtful Accounts Receivable [Line Items]
Bad debt expense related to employee loans	$ 286

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Product Warranty - Schedule of Accrued Warranty Obligation (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Standard Product Warranty Disclosure [Abstract]
Accrued warranty obligation at beginning of year	$ 17,514	$ 11,543	$ 10,840
Actual warranty costs incurred	(13,765)	(13,498)	(14,041)
Warranty provision	16,373	19,820	13,494
Adjustments for changes in estimate	31		725
Currency translation adjustment	(359)	(351)	525
Accrued warranty obligation at end of year	$ 19,794	$ 17,514	$ 11,543