Exhibit 99.1

[    ]

Dear Lionsgate Shareholders:

On behalf of the board of directors of Lions Gate Entertainment Corp. (“Lionsgate” or “LGEC”), we are pleased to enclose the accompanying joint information/proxy statement relating to the annual general and special meeting of the shareholders of Lionsgate and to a series of transactions. If completed in their entirety, these transactions will result in the transfer of substantially all of the assets and liabilities constituting Lionsgate’s Motion Picture and Television Production segments and a substantial portion of Lionsgate’s corporate general and administrative functions, which we refer to as the “Studio Business,” to LG Orion Holdings Inc., a British Columbia corporation and a wholly-owned subsidiary of Lionsgate, that will become an independent, separately traded public company through a spin-off from Lionsgate.

These transactions will also result in the retention by Lionsgate of substantially all of the assets and liabilities constituting Lionsgate’s Media Networks segment, which we refer to as the “Starz Business” and which transactions we refer to as the “separation.” Upon completion of the separation, LG Orion Holdings Inc. will be renamed “Lions Gate Entertainment Corp.” and Lionsgate will be renamed “Starz Entertainment Corporation.” We refer to Lionsgate following the completion of the separation as “New Starz” and refer to LG Orion Holdings Inc. as “New Lionsgate.”

The separation will be effected pursuant to a separation agreement between Lionsgate and New Lionsgate and by way of an arrangement under the corporate law of British Columbia. The arrangement will be implemented in accordance with the terms and subject to the conditions set out in the plan of arrangement appended to the arrangement agreement between Lionsgate and New Lionsgate. The arrangement is subject to approval by Lionsgate’s shareholders at the annual general and special meeting and by the Supreme Court of British Columbia.

If the arrangement is approved, immediately after the effective time of the arrangement, each holder of shares of Lionsgate’s existing Class A voting common stock as of immediately before the effective time of the arrangement will receive shares of a new Class A voting common stock of New Starz and shares of New Lionsgate’s voting common stock and each holder of shares of Lionsgate’s existing Class B non-voting common stock as of immediately before the effective time of the arrangement will receive shares of new Class B non-voting common stock of New Starz and shares of New Lionsgate’s non-voting common stock, in each case on a pro rata basis.

Lionsgate’s existing Class A voting common stock currently trades on the New York Stock Exchange under the ticker symbol “LGF.A” and existing Class B non-voting common stock currently trades on the New York Stock Exchange under the ticker symbol “LGF.B;” the New Lionsgate voting common stock and New Lionsgate non-voting common stock are expected to trade under the same symbols, respectively, on the New York Stock Exchange after the separation. While trading in New Lionsgate common stock under these symbols is expected to begin on the first business day following the completion of the separation, there can be no assurance that a viable and active trading market will develop.

Prior to the separation, New Lionsgate will have been a wholly-owned subsidiary of Lionsgate, and its common stock has not been publicly listed. In connection with the separation, New Starz intends for the New Starz Class A voting common stock and New Starz Class B non-voting common stock to trade on the New York Stock Exchange under the new ticker symbols “[                ]” and “[                ],” respectively. While trading in shares of New Starz common stock under these symbols is expected to begin on the first business day following the completion of the separation, there can be no assurance that a viable and active trading market will develop.

The completion of the separation is subject to the satisfaction or waiver of a number of conditions, including the receipt of Lionsgate shareholder approval of the separation proposal to be presented at the annual general and special meeting. This joint information/proxy statement is first being mailed to Lionsgate shareholders on or about [                ].

More information about Lionsgate, New Lionsgate, the Studio Business, the Starz Business, the annual general and special meeting, the separation, the arrangement agreement, and the agreements related to the separation is contained in this joint information/proxy statement. Before voting, we urge you to read carefully and in its entirety this joint information/proxy statement, including the Annexes and the documents incorporated by reference herein. For a discussion of risks related to the separation, please read the sections of this joint information/proxy statement entitled “Risk Factors” on page 40.

As separate companies with strong financial foundations, we believe that New Lionsgate and New Starz will be better positioned to unlock greater value by more effectively pursuing their own distinct strategies while offering investors the opportunity to own both a pure-play publicly traded content studio and a premium subscriber platform. New Lionsgate will continue to be driven by deep film and television pipelines and one of the world’s most valuable libraries while New Starz’s focused content strategy and ability to partner with a broad range of platforms continue to set it apart.

Jon Feltheimer

Chief Executive Officer

Lions Gate Entertainment Corp.

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been confidentially submitted to the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.

Preliminary and Subject to Completion, Dated July 12, 2023

JOINT INFORMATION STATEMENT OF LG ORION HOLDINGS INC. AND PROXY STATEMENT OF LIONS GATE ENTERTAINMENT CORP.

This joint information/proxy statement is being furnished in connection with a transaction that will result in the shareholders of Lions Gate Entertainment Corp. (“LGEC” or “Lionsgate”) holding all of the issued and outstanding shares of common stock of LG Orion Holdings Inc. (“New Lionsgate”), a wholly-owned subsidiary of Lionsgate that will hold Lionsgate’s Studio Business following a separation from Lionsgate (which transaction we refer to as the “separation”). To implement the separation, pursuant to an arrangement under the corporate law of British Columbia (which we refer to as the “arrangement”), Lionsgate will transfer to New Lionsgate substantially all of the assets and liabilities associated with the Studio Business and Lionsgate’s shareholders will exchange a portion of their existing LGEC Class A voting common stock and existing LGEC Class B non-voting common stock for New Lionsgate voting common stock and New Lionsgate non-voting common stock, as applicable, on a pro rata basis, which exchange is intended to qualify as generally tax-free to Lionsgate’s shareholders for U.S. federal income tax purposes. In contrast, for Canadian federal income tax purposes, the transaction will not constitute a tax-deferred exchange for Lionsgate’s shareholders.

Following the completion of the separation, New Lionsgate will be an independent, separately-traded public company and will be renamed “Lions Gate Entertainment Corp.,” and Lionsgate will be renamed “Starz Entertainment Corporation.” Throughout this joint information/proxy statement, we refer to Lionsgate prior to the separation as LGEC or Lionsgate and following the completion of the separation as New Starz.

The separation will be effected by way of an arrangement to be implemented in accordance with the terms and subject to the conditions set out in the plan of arrangement appended to the arrangement agreement between Lionsgate and New Lionsgate (which we refer to as the “arrangement agreement,” as it may be amended from time to time, and the plan of arrangement appended thereto, as the “plan of arrangement,” as it may be amended from time to time). The arrangement is subject to approval by Lionsgate’s shareholders at the annual general and special meeting and by the Supreme Court of British Columbia (the “BC Court”).

If the arrangement is so approved and implemented, at the effective time of the arrangement (which we refer to as the “effective time”):

• each share of existing Class A voting common stock, without par value, of Lionsgate (which we refer to as the “existing Class A common stock”) then issued and outstanding will be exchanged for (i) one (1) share of a new class of voting common stock, without par value, of Lionsgate (which we refer to as the “New Starz Class A common stock”) and (ii) a number of newly-issued shares of Class S1 voting common stock, without par value, of Lionsgate (which we refer to as the “S1 common stock”) determined in accordance with the plan of arrangement that is based on the percentage of Lionsgate’s assets being transferred to New Lionsgate (as further described in “The Separation—Structure of the Separation”);

• each share of existing Class B non-voting common stock, without par value, of Lionsgate (which we refer to as the “existing Class B common stock” and together with the existing Class A common stock, the “existing LGEC common stock”) then issued and outstanding will be exchanged for (i) one (1) share of a new class of non-voting common stock, without par value, of Lionsgate (which we refer to as the “New Starz Class B common stock” and together with the New Starz Class A common stock, the “New Starz common stock”) and (ii) a number of newly-issued shares of Class S2 non-voting common stock, without par value, of Lionsgate (which we refer to as the “S2 common stock” and, together with the S1 common stock, the “Class S common stock”) determined in accordance with the plan of arrangement that is based on the percentage of Lionsgate’s assets being transferred to New Lionsgate;

• the then-current holders of shares of S1 common stock will automatically transfer, by virtue of the arrangement, each share of S1 common stock to New Lionsgate in exchange for a number of shares of Class A voting common stock, without par value, of New Lionsgate (which we refer to as “New Lionsgate voting common stock”) determined in accordance with the plan of arrangement that is based on the percentage of Lionsgate’s assets being transferred to New Lionsgate, plus cash consideration of $0.000001;

• the then-current holders of shares of S2 common stock will automatically transfer, by virtue of the arrangement, each share of S2 common stock to New Lionsgate in exchange for a number of shares of Class B non-voting common stock, without par value, of New Lionsgate (which we refer to as the “New Lionsgate non-voting common stock,” and together with New Lionsgate voting common stock, the “New Lionsgate common stock”) determined in accordance with the plan of arrangement that is based on the percentage of Lionsgate’s assets being transferred to New Lionsgate, plus cash consideration of $0.000001; and

• as a result of the foregoing, subject to the exercise of dissenter’s rights as further described in this joint information/proxy statement, each share of existing Class A common stock of Lionsgate will be replaced with [                ] share[s] of New Lionsgate voting common stock and one (1) share of New Starz Class A common stock, and each share of existing Class B common stock will be replaced with [                ] share[s] of New Lionsgate non-voting common stock and one (1) share of New Starz Class B common stock, in each case upon the effective time.

• In addition, automatically as part of the arrangement, at the effective time, the existing shares of New Lionsgate common stock currently held by Lionsgate shall be cancelled and the shares of Class S common stock of Lionsgate temporarily held by New Lionsgate during the arrangement will be repurchased by New Starz and cancelled. For additional information on the interim transactions that will occur at the effective time, see “The Separation—Structure of the Separation” on page 103.

Holders of New Lionsgate voting common stock will be entitled to one vote per share and holders of New Lionsgate non-voting common stock will not be entitled to vote, except in limited circumstances as required under applicable British Columbia law, generally with respect to matters affecting the rights of holders of New Lionsgate non-voting common stock, in which case they will be entitled to one vote per share. The rights of holders of New Lionsgate voting common stock and New Lionsgate non-voting common stock will otherwise be identical, including with respect to receipt of information from New Lionsgate. See “Description of New Lionsgate Capital Stock” for more information on page 329.

Lionsgate’s existing Class A common stock currently trades on the New York Stock Exchange under the ticker symbol “LGF.A” and existing Class B common stock currently trades on the New York Stock Exchange under the ticker symbol “LGF.B;” the New Lionsgate voting common stock and the New Lionsgate non-voting common stock are expected to trade under such symbols, respectively, on the New York Stock Exchange after the separation. While trading in New Lionsgate common stock under these symbols is expected to begin on the first business day following the completion of the separation, there can be no assurance that a viable and active trading market will develop. Prior to the separation, New Lionsgate will have been a wholly owned subsidiary of Lionsgate, and its common stock has not been publicly listed.

The completion of the separation is subject to the satisfaction or waiver of a number of conditions, including the receipt of Lionsgate shareholder approval of the proposal to approve the arrangement at the annual general and special meeting (which we refer to as the “separation proposal”).

In reviewing this joint information/proxy statement, you should carefully consider the matters described under the section entitled “Risk Factors” on page 40.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this joint information/proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

This joint information/proxy statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this joint information/proxy statement is [                ].

This joint information/proxy statement is first being mailed to Lionsgate shareholders on or about [                ].

LIONS GATE ENTERTAINMENT CORP.

250 Howe Street, 20^th Floor

Vancouver, British Columbia V6C 3R8

2700 Colorado Avenue

Santa Monica, California 90404

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To Be Held [                ]

To Lionsgate Shareholders:

You are invited to attend the annual general and special meeting of shareholders of Lions Gate Entertainment Corp. (“Lionsgate” or “LGEC”), which will be held on [                ], [                ], beginning at [                ], Pacific Time, at Lionsgate’s head office in Canada at Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8. At the annual general and special meeting, shareholders will act on the following matters:

1. Elect 13 directors as listed in the joint information/proxy statement accompanying this notice, each for a term of one year or until their respective successors are duly elected and qualified;

2. Re-appoint Ernst & Young LLP as Lionsgate’s independent registered public accounting firm for the fiscal year ending March 31, 2024 and authorize the Audit & Risk Committee of the LGEC Board to fix its remuneration;

3. Conduct an advisory vote to approve executive compensation;

4. Conduct an advisory vote on the frequency of future advisory votes on executive compensation;

5. Approve the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan;

6. Consider and, if deemed advisable, approve, with or without variation, a special resolution of the shareholders of existing Class A common stock and existing Class B common stock of Lionsgate adopting a statutory plan of arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia) among Lionsgate, shareholders of Lionsgate and New Lionsgate, pursuant to which, among other things, New Lionsgate will be separated from Lionsgate and Lionsgate shareholders will receive all of the issued and outstanding shares of New Lionsgate, as more fully described in the joint information/proxy statement accompanying this notice (which we refer to as the “separation proposal”); and

7. Transact such further and other business as may properly come before the meeting and any continuations, adjournments or postponements thereof.

Shareholders of record of existing Class A common stock at [                ] (Eastern Time) on [                ] are entitled to notice of, and to vote on all of the proposals at, the annual general and special meeting or any continuations, adjournments or postponements thereof. Shareholders of record of existing Class B common stock at [                ] (Eastern Time) on [                ] are entitled to notice of, and to vote on only the separation proposal at, the annual general and special meeting or any continuations, adjournments or postponements thereof. Whether or not you plan to attend the annual general and special meeting, we urge you to submit your proxy or voting instructions as promptly as possible by Internet, telephone or mail to ensure your representation and the presence of a quorum at the annual general and special meeting. If you attend the annual general and special meeting and wish to vote in person, you may withdraw your proxy or voting instructions and vote your shares personally. Your proxy is revocable in accordance with the procedures set forth in the joint information/proxy statement accompanying this notice.

By Order of the Board of Directors,

Jon Feltheimer Chief Executive Officer

Santa Monica, California

Vancouver, British Columbia

[            ]

In accordance with Lionsgate’s security procedures, all persons attending the annual general and special meeting will be required to present picture identification.

TABLE OF CONTENTS

	Page
Joint Information/Proxy Statement Summary		1
Questions and Answers About the Separation		14
Questions and Answers About the Annual General and Special Meeting		24
Selected Historical Combined Financial Data of the Studio Business		33
Summary Historical and Unaudited Pro Forma Financial Information		37
Risk Factors		40
Risks Related to New Lionsgate and the Studio Business		40
Risks Related to the Separation		53
Risks Related to New Starz Following the Separation		59
Risks Related to New Lionsgate Common Stock		62
Cautionary Note Regarding Forward-Looking Statements		65
The Annual General and Special Meeting		67
Date, Time and Place of the Annual General and Special Meeting		67
Purpose of the Annual General and Special Meeting		67
Record Date; Outstanding Shares; Shares Entitled to Vote		67
Quorum		68
Share Ownership of Management		68
Voting of Proxies		68
How to Revoke Your Proxy		69
Voting in Person		69
Abstentions and Broker Non-Votes		69
Proxy Solicitation		72
Interest of Certain Persons or Companies in Matters to be Acted Upon		72
Interest of Informed Persons in Material Transactions		72
Proposal No. 1:  Election of Directors		73
Proposal No. 2:  Re-Appointment of Independent Registered Public Accounting Firm		85
Proposal No. 3:  Advisory Vote to Approve Executive Compensation		86
Proposal No. 4:  Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation		87
Proposal No. 5:  Approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan		88
Proposal No. 6:  The Separation Proposal		99
The Separation		100
Background		100
Reasons for the Separation; Recommendation of the LGEC Board		101
Structure of the Separation		103
Formation of New Lionsgate and Internal Reorganization		105
When and How You Will Receive Your Shares		105
Transferability of Shares You Receive		106
Number of Shares You Will Receive		106
Treatment of Lionsgate Equity Compensation Awards		107
Results of the Separation		109
Market for New Lionsgate Common Stock		110
Incurrence of Debt		110
Conditions to the Separation		110
Dissent Rights		111
Interests of Lionsgate’s Directors and Executive Officers in the Separation		112
Management of New Starz Following the Separation		113
Directors of New Starz Following the Separation		114
New Lionsgate Dividend Policy		115
New Lionsgate Capitalization		116

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	Page
Prior Sales		117
New Lionsgate		117
Trading Price and Volume		118
New Lionsgate		118
Unaudited Pro Forma Condensed Consolidated Financial Information		119
New Lionsgate’s Business		131
Overview		131
Segment Information		131
Corporate Strategy		132
Specialized Skill and Knowledge		140
Competitive Conditions		140
Intellectual Property		141
Seasonality (Business Cycles)		141
Dependence on Key Customer Contracts		141
Changes to Contracts		141
Environmental Protection		142
Employees		142
Environmental and Social Responsibility and Human Capital Management		142
Legal Proceedings and Regulatory Actions		142
Interests of Informed Persons in Material Transactions		142
Insurance		142
Properties		142
Material Contracts		143
Auditors		143
Lionsgate’s Business		144
Material Contracts		144
Auditors		146
Transfer Agent and Registrar		146
Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Studio Business of Lions Gate Entertainment Corp. (Supplemental)		147
Management of New Lionsgate		201
Executive Officers Following the Separation		201
Directors of New Lionsgate		202
Board of Directors Following the Separation		202
Director Independence		202
Committees of the New Lionsgate Board		203
How New Lionsgate Makes Pay Decisions and Assesses Its Programs		205
Corporate Governance		205
Equity Compensation Plan Information of New Lionsgate		209
Additional Annual General and Special Meeting Matters		214
Environmental, Social and Governance		214
Executive Compensation		234
Compensation Discussion and Analysis of Lionsgate		234
Compensation Discussion and Analysis of New Lionsgate		234
Named Executive Officers		234
Shareholder Engagement		239
Key Features of the Lionsgate Executive Compensation Program		240
Program Objectives		241
Compensation Practices		241
Process for Determining Executive Compensation		242
Compensation Committee Report on Executive Compensation		262

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	Page
Lionsgate’s Compensation Policies and Risk Management		263
Compensation Committee Interlocks and Insider Participation		263
Executive Compensation Information of Lionsgate		263
Description of Employment Agreements		266
Grants of Plan-Based Awards		269
Outstanding Equity Awards		275
Option Exercises and Stock Vested		276
Nonqualified Deferred Compensation		277
Potential Payments upon Termination or Change in Control		277
Estimated Severance and Change-in-Control Benefits		283
Separation Agreement with Mr. Berg		284
Pay Ratio Disclosure		284
Pay Versus Performance		285
Equity Compensation Plan Information of Lionsgate		291
Report of the Audit & Risk Committee of Lionsgate		291
Accountants’ Fees		292
Section 16(a) Beneficial Ownership Reporting Compliance		293
Statement of Corporate Governance Practices		293
LGEC Board of Directors		293
LGEC Board Mandate		295
Position Descriptions		295
Orientation and Continuing Education		295
Ethical Business Conduct		295
Nomination of LGEC Directors		295
Compensation		296
Assessments		296
Term Limits		296
Consideration of the Representation of Women on the LGEC Board		296
Executive Officer Diversity		296
Indebtedness of Directors and Executive Officers of Lionsgate		297
Certain Relationships and Related Party Transactions of Lionsgate		297
Certain Relationships and Related Party Transactions of New Lionsgate		301
Agreements between New Lionsgate and Lionsgate		301
Other Transactions and Relationships with Related Persons		307
New Lionsgate’s Procedures for Approval of Related Persons Transactions		308
Material U.S. Federal Income Tax Consequences		309
Material Canadian Tax Consequences		313
Federal Securities Laws Consequences; Stock Transfer Restrictions		321
Canadian Securities Law Matters		322
Description of New Lionsgate Material Indebtedness		323
Security Ownership of Certain Beneficial Owners and Management		324
New Lionsgate		324
Lionsgate		325
Description of New Lionsgate Capital Stock		329
General		329
Common Stock		329
Participation Rights		329
Pre-emptive Rights		330
Share Distributions		330
Voting Rights		330
Preferred Stock		330

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	Page
Limitation on Liability of Directors and Indemnification of Directors and Officers		331
Anti-Takeover Provisions and Other Shareholder Protections		332
Listing		334
Sale of Unregistered Securities		334
Transfer Agent and Registrar		334
Householding		335
Shareholder Proposals		336
Where You Can Find More Information		337
Incorporation of Certain Documents by Reference		338
Index to Financial Statements		F-1
Annex A:  Dissent Provisions of the Business Corporations Act (British Columbia)		A-1
Annex B:  Use of Non-GAAP Financial Measures		B-1
Annex C:  Lions Gate Entertainment Corp. 2023 Performance Incentive Plan		C-1

Presentation of Information

Unless the context otherwise requires:

• Except as otherwise indicated or unless the context otherwise requires, the information included in this joint information/proxy statement about New Lionsgate assumes the completion of all of the transactions referred to in this joint information/proxy statement in connection with the separation.

• References in this joint information/proxy statement to “New Lionsgate” refer to LG Orion Holdings Inc., a British Columbia corporation, and its subsidiaries, which, following the completion of the separation, includes the Studio Business, unless the context otherwise requires or unless otherwise specified.

• References in this joint information/proxy statement to “LGEC” or “Lionsgate” refer to Lions Gate Entertainment Corp., a British Columbia corporation, and its consolidated subsidiaries, both before and after the completion of the separation, including, prior to completion of the separation, the Studio Business as well as the Starz Business, unless the context otherwise requires or unless otherwise specified.

• References in this joint information/proxy statement to “we,” “us,” “our,” and “the company” refer to New Lionsgate following the completion of the separation, unless the context otherwise requires or unless otherwise specified.

• References in this joint information/proxy statement to “New Starz” refer to Lions Gate Entertainment Corp. and its consolidated subsidiaries following the completion of the separation, including the Starz Business, unless the context otherwise requires or unless otherwise specified.

• References in this joint information/proxy statement to the “Studio Business” refer to Lionsgate’s Motion Picture segment and Television Production segment and a substantial portion of Lionsgate’s corporate general and administrative functions and associated costs.

• Lionsgate’s Motion Picture segment refers to:  (i) the domestic theatrical release of motion pictures licensed to theatrical exhibitors on a picture-by-picture basis (distributed by Lionsgate directly in the U.S. and through a subdistributor in Canada); (ii) the sale or rental of film productions and acquired or licensed films and certain television programs (including theatrical and direct-to-video releases) on packaged media and through digital media platforms (including pay-per-view and video-on-demand platforms, electronic sell through, and digital rental), and revenue sharing arrangements with certain digital media platforms; (iii) the licensing of theatrical productions and acquired films to the linear pay, basic cable and free television markets (including licensing in the traditional pay television window to a subscription video-on-demand or other digital platform); (iv) (a) licensing of productions, acquired

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films, catalog product and libraries of acquired titles to international distributors, on a territory-by-territory basis, and (b) direct distribution of productions, acquired films, and catalog product and libraries of acquired titles in the United Kingdom; and (v) the licensing of film and television and related content (e.g., games, music, location-based entertainment royalties, etc.) to other ancillary markets.

• Lionsgate’s Television Production segment refers to:  (i) the licensing to domestic markets (linear pay, basic cable, free television and syndication) of scripted and unscripted series, television movies, mini-series and non-fiction programming (including (a) fixed fee arrangements as well as arrangements in which advertising revenue is earned from the exploitation of certain content on television networks and (b) licenses to subscription video-on-demand platforms in which the initial license of a television series is to a subscription video-on-demand platform); (ii) the licensing and syndication to international markets of scripted and unscripted series, television movies, mini-series and non-fiction programming; (iii) the sale or rental of television production movies or series on packaged media and through digital media platforms and (iv) the licensing of television programs to other ancillary markets, the sales and licensing of music from the television broadcasts of productions, and from commissions and executive producer fees earned related to talent management.

• References in this joint information/proxy statement to the Media Networks segment or the “Starz Business” refer to (i) the domestic distribution of Lionsgate’s STARZ-branded premium subscription video services through over-the-top streaming platforms and distributors, on a direct-to-consumer basis through the STARZ-branded app, and through U.S. multichannel video programming distributors, including cable operators, satellite television providers and telecommunications companies, and the distribution of the Starz Business’ original programming (which we refer to as “Starz original productions”) in other ancillary markets (e.g., home video, digital platforms, international television, etc.), and (ii) LIONSGATE+, representing the over-the-top distribution of Lionsgate’s STARZ-branded premium subscription video services outside of the U.S.

• References in this joint information/proxy statement to the “separation” refer to the separation of the Starz Business from Lionsgate’s other businesses and the creation of an independent, publicly traded company, New Lionsgate, to hold the assets and liabilities associated with the Studio Business, including, without limitation, all of the transactions contemplated by the separation agreement and the arrangement agreements, including the reclassification of existing LGEC common stock.

• References in this joint information/proxy statement to New Lionsgate’s historical assets, liabilities, products, businesses or activities generally refer to the historical assets, liabilities, products, businesses or activities of Lionsgate, excluding the historical assets, liabilities, products, businesses or activities of the Starz Business, as conducted prior to the completion of the separation.

Financial Statement Presentation

Notwithstanding the legal form of the separation described elsewhere in this joint information/proxy statement, for accounting and financial reporting purposes, the Starz Business will be presented as being spun-off from Lionsgate (the reverse of its legal form—a “reverse spin”). This presentation is in accordance with generally accepted accounting principles in the U.S. (“GAAP”), specifically Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 505-60, “Spinoff and Reverse Spinoffs,” and is primarily a result of the relative significance of the Studio Business as compared to the Starz Business and the continued involvement of existing Lionsgate senior management with the Studio Business and not the Starz Business. Lionsgate expects the separation of the Starz Business to qualify as a discontinued operation. Accordingly, the financial statements included in this joint information/proxy statement or incorporated by reference into the registration statement of which this joint information/proxy statement is a part consist of:

• the audited consolidated financial statements of Lions Gate Entertainment Corp. for each of the three years ended March 31, 2023;

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• the unaudited pro forma condensed consolidated financial statements of Lions Gate Entertainment Corp. as of March 31, 2023 and each of the three years ended March 31, 2023 which give pro forma effect to the treatment of the separation of the Starz Business as a discontinued operation and as of and for the year ended March 31, 2023 also give pro forma effect of the post-separation capital structure, operations and impact of agreements entered into in connection with separation; and

• the supplemental audited combined financial statements of the Studio Business of Lions Gate Entertainment Corp. for each of the three years ended March 31, 2023.

The Studio Business historical results are not representative of the results that New Lionsgate would have achieved as a separate, publicly traded company nor indicative of the results expected for any future period.

Financial statements of New Lionsgate have not been included in this joint information/proxy statement as it is a newly incorporated entity and has no material business transactions or activities to date. As a result of the separation, New Lionsgate will become the parent of the entities which conduct the Studio Business.

The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the dates indicated, nor are they indicative of future operating results.

You should read the selected historical consolidated financial information and unaudited pro forma condensed consolidated financial statements and the accompanying notes in conjunction with, and each is qualified in their entirety by reference to, the supplemental audited combined financial statements and related notes of the Studio Business of Lions Gate Entertainment Corp. included elsewhere in this joint information/proxy statement, the audited consolidated financial statements of Lions Gate Entertainment Corp. incorporated by reference into the registration statement of which this joint information/proxy statement is a part and the financial and other information appearing elsewhere in this joint information/proxy statement, including information contained in “Risk Factors,” “New Lionsgate Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Studio Business of Lions Gate Entertainment Corp. (Supplemental).”

Trademarks and Trade Names

Lionsgate owns or has rights to use the trademarks and trade names that are used in conjunction with the operation of its businesses that appear in this joint information/proxy statement, including the names “Lionsgate” and “Starz.” Solely for convenience, we only use the ^TM or ^® symbols the first time any trademark or trade name is mentioned. Each trademark or trade name of any other company appearing in this joint information/proxy statement is, to the knowledge of Lionsgate and New Lionsgate, owned by such other company.

Industry Information

Unless indicated otherwise, the information concerning the industries in which New Lionsgate participates contained in this joint information/proxy statement is based on New Lionsgate’s general knowledge of and expectations concerning the industry. New Lionsgate’s market position, market share and industry market size are based on estimates using New Lionsgate’s internal data and estimates, based on data from various industry analyses, its internal research and adjustments and assumptions that we believe to be reasonable. New Lionsgate has not independently verified data from industry analyses and cannot guarantee their accuracy or completeness. In addition, New Lionsgate believes that data regarding the industry, market size and its market position and market share within such industry provide general guidance but are inherently imprecise. Further, New Lionsgate’s estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in the estimates and assumptions.

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JOINT INFORMATION/PROXY STATEMENT SUMMARY

The following summary, together with the section entitled “Questions and Answers About the Separation” immediately following this summary, is a summary of selected information discussed in this joint information/proxy statement. This summary may not contain all of the details concerning the separation or other information that may be important to you and does not contain all of the information you should consider in making a voting decision at the annual general and special meeting. To better understand the separation and New Lionsgate’s business and financial position, you should carefully review the more detailed information and financial data and statements contained elsewhere in this joint information/proxy statement. For information on the voting process and how to attend the annual general and special meeting, please see “Questions and Answers About the Annual General and Special Meeting” and “The Annual General and Special Meeting.” Unless the context otherwise requires, or when otherwise specified, references in this joint information/proxy statement to historical assets, liabilities, products, businesses or activities of New Lionsgate’s businesses are generally intended to refer to the historical assets, liabilities, products, businesses or activities of the Studio Business as it was conducted as part of Lionsgate prior to completion of the separation.

Unless the context otherwise requires, the information included in this joint information/proxy statement about New Lionsgate assumes the completion of all of the transactions referred to in this joint information/proxy statement in connection with the separation. Unless the context otherwise requires, or when otherwise specified, references in this joint information/proxy statement to “we,” “us,” “our,” “our company” and “the company” refer to New Lionsgate and its subsidiaries, including the Studio Business.

Overview

New Lionsgate possesses a world-class motion picture and television studio operation, which aims to provide a unique and varied portfolio of entertainment for consumers around the world. Its film and television businesses are backed by an 18,000-title library and a valuable collection of iconic film and television franchises.

New Lionsgate manages and reports its operating results through two reportable business segments:  Motion Picture and Television Production.

The Motion Picture segment consists of the domestic theatrical release of motion pictures licensed to theatrical exhibitors on a picture-by-picture basis, the sale or rental of New Lionsgate’s film productions and acquired or licensed films and certain television programs on packaged media and through digital media platforms, the licensing of New Lionsgate’s theatrical productions and acquired films to the linear pay, basic cable and free television markets, licensing of New Lionsgate productions, acquired films, catalog product and libraries of acquired titles to international distributors, on a territory-by-territory basis, and direct distribution of New Lionsgate’s productions, acquired films, and catalog product and libraries of acquired titles in the United Kingdom.

The Television Production segment consists of the licensing to domestic and international markets of scripted and unscripted series, television movies, mini-series and non-fiction programming and the sale or rental of television production movies or series on packaged media and through digital media platforms.

Summary of Risk Factors

An investment in New Lionsgate is subject to a number of risks, including risks relating to its business, risks related to the separation and risks related to the New Lionsgate common stock. Set forth below is a high-level summary of some, but not all, of these risks. Please read the information in the section entitled “Risk Factors” of this joint information/proxy statement, for a more thorough description of these and other risks.

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Risks Related to New Lionsgate and the Studio Business

• New Lionsgate faces substantial capital requirements and financial risks.

• New Lionsgate may incur significant write-offs if its projects do not perform well enough to recoup costs.

• Changes in New Lionsgate’s business strategy, plans for growth or restructuring may increase its costs or otherwise affect its profitability.

• New Lionsgate’s revenues and results of operations may fluctuate significantly.

• The Studio Business does not have long-term arrangements with many of its production or co-financing partners.

• The Studio Business relies on a few major retailers and distributors and the loss of any of those could reduce its revenues and operating results.

• A significant portion of the Studio Business’ library revenues comes from a small number of titles.

• The impact of the COVID-19 global pandemic could continue to materially and adversely affect the Studio Business and its financial condition and results of operations.

• Changes in consumer behavior, as well as evolving technologies and distribution models, may negatively affect New Lionsgate’s business, financial condition or results of operations.

• New Lionsgate expects to face substantial competition in all aspects of its business.

• New Lionsgate faces economic, political, regulatory, and other risks from doing business internationally.

• New Lionsgate will be subject to risks associated with possible acquisitions, dispositions, business combinations, or joint ventures.

• New Lionsgate’s success will depend on attracting and retaining key personnel and artistic talent.

• Global economic turmoil and regional economic conditions could adversely affect New Lionsgate’s business.

• New Lionsgate could be adversely affected by labor disputes, strikes or other union job actions.

• Business interruptions from circumstances or events out of New Lionsgate’s control could adversely affect New Lionsgate’s operations.

• Protecting and defending against intellectual property claims may have a material adverse effect on New Lionsgate’s business.

• The Studio Business involves risks of liability claims for content of material, which could adversely affect New Lionsgate’s business, results of operations and financial condition.

• Piracy of films and television programs could adversely affect New Lionsgate’s business over time.

• Service disruptions or failures of New Lionsgate or its third-party service providers’ information systems may disrupt its businesses, damage its reputation, expose it to regulatory investigations, actions, litigation, fines and penalties or have a negative impact on its results of operations including but not limited to a loss of revenue or profit, loss of customers or sales and other adverse consequences.

• New Lionsgate may rely upon “cloud” computing services to operate certain aspects of its service and any disruption of or interference with its use of its “cloud” computing servicer could impact its operations and its business could be adversely impacted.

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• New Lionsgate’s activities are subject to stringent and evolving obligations which may adversely impact its operations. New Lionsgate’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation, fines and penalties, disruptions of its business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences.

• New Lionsgate may incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations.

• The Internal Revenue Service may not agree that New Lionsgate should be treated as a non-U.S. corporation for U.S. federal tax purposes and may not agree that its U.S. affiliates should not be subject to certain adverse U.S. federal income tax rules.

• Future changes to U.S. and non-U.S. tax laws could adversely affect New Lionsgate.

• Changes in foreign, state and local tax incentives may increase the cost of original programming content to such an extent that they are no longer feasible.

• New Lionsgate’s tax rate is uncertain and may vary from expectations.

• Legislative or other governmental action in the U.S. could adversely affect New Lionsgate’s business.

• Changes in, or interpretations of, tax rules and regulations, and changes in geographic operating results, may adversely affect New Lionsgate’s effective tax rates.

Risks Related to the Separation

• The parties may be unable to achieve some or all of the benefits that they expect to achieve through the separation.

• Challenges in the commercial and credit environment may adversely affect the expected benefits of the separation, the expected plans or anticipated timeline to complete the separation and future access to capital on favorable terms.

• The historical financial information of the Studio Business and pro forma financial information of Lionsgate included in this joint information/proxy statement is not necessarily representative of the results that New Lionsgate would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

• Following the completion of the separation, New Lionsgate will be a smaller, less diversified company than Lionsgate prior to the separation with a different financial profile.

• Substantial sales of New Lionsgate common stock or New Starz common stock following the completion of the separation, or the perception that such sales might occur, could depress the market prices of New Lionsgate common stock or New Starz common stock, respectively, which are already expected to be significantly lower than the pre-separation market price of existing LGEC common stock due to New Starz no longer having any ownership interest in the Studio Business.

• New Starz or New Lionsgate may fail to perform under the agreements that will be executed as part of the separation, and such failure to perform could have a material adverse effect on New Lionsgate’s or New Starz’s operations, respectively.

• New Lionsgate or New Starz may be held liable to the other if it fails to perform under its agreements, and the performance of such services may negatively affect New Lionsgate’s or New Starz’s business and operations.

• Certain of the agreements between New Lionsgate and New Starz may be on terms that differ from the terms each may have otherwise received from unaffiliated third parties.

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• The transfer to New Lionsgate or New Starz of certain contracts, permits and other assets and rights may require the consents or approvals of, or provide other rights to, third parties and governmental authorities. If such consents or approvals are not obtained, New Lionsgate or New Starz may not be entitled to the full benefit of such contracts, permits and other assets and rights, which could increase its expenses or otherwise harm its business and financial performance.

• The separation may result in litigation and/or regulatory inquiries and investigations, which would harm New Lionsgate’s or New Starz’s business, financial condition and operating results and could divert management attention.

• The separation is subject to various risks and uncertainties, including approval of the separation proposal at the annual general and special meeting, and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time and expense, which could disrupt or adversely affect the businesses of Lionsgate.

• New Starz, New Lionsgate and their respective shareholders could suffer material adverse tax consequences as a result of the separation.

• After the separation, actual or potential conflicts of interest may develop between the management and directors of New Starz, on the one hand, and the management and directors of New Lionsgate, on the other hand.

• The executive officers and directors of Lionsgate have interests in the separation that may be different from, or in addition to, the interests of Lionsgate’s shareholders.

• The allocation of intellectual property rights between New Starz and New Lionsgate as part of the separation could adversely affect New Lionsgate and New Starz’s competitive positions and their ability to develop and commercialize certain content and services.

Risks Related to New Starz Following the Separation

• Lionsgate’s historical financial information is not representative of the results that the Media Networks segment would have achieved as a separate, publicly traded company and is therefore not an indicator of its future results.

• Following the completion of the separation, New Starz will be a smaller, less diversified company than Lionsgate prior to the separation with a different financial profile.

• New Starz could experience temporary interruptions in business operations and incur additional costs as it builds its information technology infrastructure and transitions its data to its own systems.

• The accounting and other management systems and resources of New Starz may not be adequately prepared to meet the financial reporting and other requirements to which New Starz will continue to be subject following the completion of the separation.

• Additional impairment charges may need to be recorded for Lionsgate’s Media Networks reporting unit or New Starz in the future.

Risks Related to New Lionsgate Common Stock

• New Lionsgate cannot be certain that an active trading market for its common stock will develop or be sustained after the separation, and following the completion of the separation, its stock price may fluctuate significantly.

• New Lionsgate does not expect to pay any cash dividends for the foreseeable future.

• Your percentage of ownership in New Lionsgate may be diluted in the future.

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• If securities or industry analysts do not publish research or publish misleading or unfavorable research about New Lionsgate’s business, New Lionsgate’s share price and trading volume could decline.

• The rights and obligations of a New Lionsgate shareholder are governed by British Columbia law and may differ from the rights and obligations of shareholders of companies organized under the laws of other jurisdictions.

The Separation

On November 4, 2021, Lionsgate announced that it was exploring potential capital markets alternatives for the Starz Business including, but not limited to, a full or partial spin-off, split-off, issuance of a tracking stock or other transactions. On May 26, 2022, Lionsgate discussed that it was engaged in a robust and productive process for creating a structure to allow investors to value the Starz Business and the Studio Business separately by spinning off the Starz Business. On September 28, 2022, Lionsgate announced that it remained on a path to separating the Starz Business and the Studio Business, and had increased its focus on the spinning off of the Studio Business. On November 3, 2022, Lionsgate discussed that it had determined to separate the Starz Business and the Studio Business by means of a spin-off of the Studio Business. For additional information regarding the background to the separation, see “The Separation—Background” on page 100.

The separation will occur by means of an arrangement under the corporate law of British Columbia that will involve, among other things, (i) the reclassification of existing LGEC common stock into New Starz common stock and Class S common stock, which we refer to as the “reclassification,” (ii) the issuance of shares of New Lionsgate common stock to Lionsgate’s shareholders in exchange for shares of Class S common stock, which we refer to as the “exchange” and (iii) the transfer from Lionsgate to New Lionsgate of substantially all of the assets and liabilities of the Studio Business. Following the completion of the separation, (i) LGEC shareholders will own directly all of the outstanding shares of New Lionsgate common stock, (ii) New Lionsgate will be a separate public company from Lionsgate, and (iii) Lionsgate will be renamed “Starz Entertainment Corporation” (“New Starz”). For additional information on the interim transactions that will occur at the effective time, see “The Separation—Structure of the Separation” on page 103.

On [                ], 2023, the board of directors of Lionsgate, which we refer to as the “LGEC Board,” determined that the separation and related transactions are in the best interests of Lionsgate. Pursuant to the separation, Lionsgate’s shareholders as of immediately prior to the effective time of the separation (which we refer to as the “effective time”) shall receive, as a result of the exchange, [                ] share[s] of New Lionsgate voting common stock for each share of existing Class A common stock held immediately prior to the effective time and [                ] share[s] of New Lionsgate non-voting common stock for each share of existing Class B common stock held immediately prior to the effective time. We refer to this ratio of shares of existing Class A common stock to New Lionsgate voting common stock and shares of existing Class B common stock to New Lionsgate non-voting common stock as the “exchange ratios.” Lionsgate’s shareholders as of immediately prior to the effective time will also receive nominal cash consideration as set forth in the plan of arrangement.

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The following diagram depicts the expected organizational structure of the Studio Business and the Starz Business immediately prior to and following the completion of the separation. Lionsgate’s shareholders will at the time of the separation hold the same pro rata percentage interest in New Lionsgate as they hold in Lionsgate immediately before the separation, subject to any exercise of dissent rights:

Pre-Separation Organizational Structure*

* Percentages are based on the number of shares of existing Class A common stock and existing Class B common stock outstanding as of July 7, 2023.

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Post-Separation Expected Organizational Structure**

** Percentages are based on the number of shares of existing Class A common stock and existing Class B common stock outstanding as of July 7, 2023 and assume the effective time occurred on July 7, 2023.

Reasons for the Separation

The LGEC Board believes that the separation of the Studio Business from the Starz Business and the creation of two independent, publicly traded companies is in the best interests of Lionsgate and its shareholders for a number of reasons, including:

• that the separation will allow New Starz and New Lionsgate to more effectively pursue their own distinct operating priorities and strategies, and it will enable the management teams of each of the two companies to focus on strengthening their core businesses, and pursue distinct and targeted opportunities to accelerate revenue and profitability;

• that the separation will allow each of New Starz and New Lionsgate to allocate its financial resources to meet the unique needs of its own business, enabling each company to sharpen its focus on distinct strategic priorities, and allow each business to more effectively pursue its own distinct capital structures and capital allocation strategies;

• that the separation will allow each of New Lionsgate and New Starz to more effectively articulate its own clear investment thesis for its business as a pure-play content studio and platform, respectively, operating in a world of vertically integrated conglomerates, in order to attract a long-term investor base suited to its business;

• that the separation will create independent equity securities, affording each of the Studio Business and the Starz Business direct access to the capital markets, enabling them to use their own stock to consummate future transactions; and

• that the separation will allow each of New Starz and New Lionsgate to more effectively attract, incentivize and retain employees through the use of stock-based compensation that more closely reflects and aligns management and employee incentives with specific growth objectives, financial goals and business performance.

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The LGEC Board also considered a number of potentially negative factors in evaluating the separation, including:

• that each of New Lionsgate and New Starz may not achieve the anticipated benefits of the separation for a variety of reasons, including, among others, fluctuating market conditions and the demand of the separation their respective managements’ time, effort and resources;

• that the Studio Business and the Starz Business currently benefit from certain economies of scale operating within the broader corporate organization that will no longer be available after the separation. As standalone companies, New Lionsgate and New Starz may have reduced purchasing power and leverage in terms of vendor and customer relationships. In addition, New Starz’s transition to becoming a standalone public company will include incremental accounting, tax, legal, information system, recruiting and executive hiring costs as a substantial portion of the existing corporate general and administrative functions of Lionsgate will be transferred to New Lionsgate;

• that under the terms of the tax matters agreement that New Lionsgate will enter into with New Starz, New Lionsgate will be restricted from taking certain actions that could cause the separation or certain related transactions to fail to qualify as tax-free under applicable law, which may temporarily limit New Lionsgate’s ability to pursue certain strategic transactions or engage in other transactions that might increase the value of its business; and

• that, generally, the working capital requirements and capital for general corporate purposes for each of the Starz Business and the Studio Business, including capital expenditures and acquisitions, have historically been satisfied as part of the corporate-wide cash management policies of Lionsgate, including the other business. Following the completion of the separation, New Starz’s and/or New Lionsgate’s results of operations and cash flows may be more volatile, and each of them may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which may or may not be available on terms acceptable to New Starz or New Lionsgate, as applicable, and may be more costly.

In determining to pursue the separation, the LGEC Board concluded the potential benefits of the separation outweighed the foregoing factors. See the sections entitled “The Separation—Reasons for the Separation; Recommendation of the LGEC Board” on page 101 and “Risk Factors” on page 40 included elsewhere in this joint information/proxy statement.

Formation of New Lionsgate and Internal Reorganization

New Lionsgate was formed for the purpose of holding the Studio Business. At the effective time, among other things, Lionsgate will transfer the equity interests of certain entities that conduct, and the assets and liabilities of, the Studio Business, including a substantial portion of Lionsgate’s corporate general and administrative functions, to New Lionsgate.

In connection with the separation, Lionsgate and its subsidiaries expect to complete an internal reorganization of the Starz Business. The internal reorganization is expected to include various restructuring transactions pursuant to which (1) the operations, assets and liabilities of Lionsgate and its subsidiaries used to conduct the Starz Business will be separated from the other operations, assets and liabilities of Lionsgate and its subsidiaries, including those used to conduct the Studio Business and (2) the entities that conduct Lionsgate’s businesses other than the Starz Business, including those that conduct the Studio Business, which includes a substantial portion of Lionsgate’s corporate general and administrative functions, will be transferred to entities that will be transferred to, and become, direct or indirect subsidiaries of New Lionsgate at the effective time.

For additional information, see “The Separation—Formation of New Lionsgate and Internal Reorganization” on page 105.

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New Lionsgate’s Post-Separation Relationship with New Starz

After the separation, New Starz and New Lionsgate will each be separate companies with separate management teams and separate boards of directors. Prior to the separation, Lionsgate and New Lionsgate will enter into the separation agreement. In connection with the separation, New Starz and New Lionsgate will also enter into certain other agreements to effect the separation and to provide a framework for their relationship after the separation, including a transition services agreement, a tax matters agreement, an employee matters agreement, a brand license agreement and other agreements governing commercial licensing arrangements between the parties. The separation agreement and other agreements will, among other things, provide for the allocation between New Lionsgate and New Starz of the assets, employees, liabilities and obligations (including, among others, investments, property, intellectual property and employee benefits and tax-related assets and liabilities) of Lionsgate and its subsidiaries attributable to periods prior to, at and after the separation and will govern the relationship between New Lionsgate and New Starz subsequent to the completion of the separation. For additional information regarding the separation agreement and other transaction agreements, see the sections entitled “Risk Factors—Risks Related to the Separation” on page 53 and “Certain Relationships and Related Party Transactions of New Lionsgate” on page 301.

Market for New Lionsgate Common Stock

There is currently no public trading market for New Lionsgate common stock. New Lionsgate intends to apply to list the New Lionsgate voting common stock and New Lionsgate non-voting common stock on the New York Stock Exchange under the symbols “LGF.A” and “LGF.B,” respectively. New Lionsgate has not and will not set the initial prices of the New Lionsgate voting common stock and New Lionsgate non-voting common stock. The initial price will be established by the public markets. For additional information, see “The Separation—Market for New Lionsgate Common Stock” on page 110, “Risk Factors—Risks Related to the Separation” on page 53 and “Risk Factors—Risks Related to New Lionsgate Common Stock” on page 62.

Incurrence of Debt

New Lionsgate may complete one or more financing transactions on or prior to the completion of the separation. As a result of such transactions, New Lionsgate anticipates having approximately $[                ] million of indebtedness upon completion of the separation. Additional details regarding such financing transactions will be provided in subsequent amendments to this joint information/proxy statement. See “Description of New Lionsgate Material Indebtedness” on page 323 and “Risk Factors—Risks Related to New Lionsgate and the Studio Business—New Lionsgate may incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations” on page 50.

Interests of Lionsgate’s Directors and Executive Officers in the Separation

When considering the recommendation of the LGEC Board that Lionsgate’s shareholders approve the separation proposal, shareholders should be aware that certain directors and executive officers of Lionsgate have certain interests in the separation that may be different from, or in addition to, the interests of such shareholders. The LGEC Board was aware of these interests during its deliberations on the merits of the separation and considered them in deciding to recommend that Lionsgate’s shareholders approve the separation proposal. See “The Separation—Interests of Lionsgate’s Directors and Executive Officers in the Separation” on page 112 for a more detailed description of these interests.

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Governance and Management Following the Separation

New Lionsgate

Lionsgate expects that, as of the effective time, the current executive officers of Lionsgate will be the executive officers of New Lionsgate. For more information, including biographical information, see “Management of New Lionsgate—Executive Officers Following the Separation” on page 201.

Lionsgate expects that, as of the effective time, the current directors of Lionsgate will be the directors of New Lionsgate, other than Mignon Clyburn. See “Directors of New Lionsgate” for more information and see “The Annual General and Special Meeting—Proposal No. 1: Election of Directors” on page 73 for their biographical information.

New Starz

Lionsgate expects that, as of the effective time, the following individuals will be the executive officers of New Starz. For more information, including biographical information, see “The Separation—Management of New Starz Following the Separation” on page 113.

Name	Position
Jeffrey Hirsch	President and Chief Executive Officer
Alison Hoffman	President, Domestic Networks
Scott Macdonald	Chief Financial Officer
Jason Wyrick	Executive Vice President, Technology
Audrey Lee	Executive Vice President and General Counsel

Prior to the effectiveness of the registration statement of which this joint information/proxy statement forms a part, disclosure regarding the individuals expected to be appointed to the board of directors of New Starz at the effective time of the separation will be included in an amendment to this joint information/proxy statement. See “The Separation—Directors of New Starz Following the Separation” on page 114.

Accounting Treatment

Notwithstanding the legal form of the separation described elsewhere in this joint information/proxy statement, for accounting and financial reporting purposes, the Starz Business will be presented as being spun-off from Lionsgate (the reverse of its legal form—a “reverse spin”). This presentation is in accordance with GAAP, specifically FASB Accounting Standards Codification 505-60, “Spinoff and Reverse Spinoffs,” and is primarily a result of the relative significance of the Studio Business as compared to the Starz Business and the continued involvement of existing Lionsgate senior management with the Studio Business. Lionsgate expects the separation of the Starz Business to qualify as a discontinued operation. For additional information, see “Financial Statement Presentation” on page v, “Unaudited Pro Forma Condensed Consolidated Financial Information” on page 119 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Studio Business of Lions Gate Entertainment Corp. (Supplemental)” on page 147.

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Annual General and Special Meeting Information and Voting*

Date  [            ], 2023 Time [            ] Pacific Time Place Dentons Canada 250 Howe Street, 20th floor Vancouver, British Columbia V6C 3R8

Telephone 1 (800) [                ] Tablet/Smartphone Scan this QR code. Internet www.proxyvote.com Mail Mark, sign and date the proxy card or voting instruction form.

* You may also vote personally or by proxy by attending the annual general and special meeting. If you hold shares through a bank, broker, trustee or other nominee who holds your shares, you cannot vote your shares at the annual general and special meeting unless you have obtained a legal proxy from your bank, broker, trustee or other nominee who holds your shares.

Matters to Be Voted On

	Elect 13 directors, each for a term of one year or until their respective successors are duly elected and qualified.				Re-appoint Ernst & Young LLP as Lionsgate’s independent registered public accounting firm for the fiscal year ending March 31, 2024 and authorize the Audit & Risk Committee of the LGEC Board to fix its remuneration.				Conduct an advisory vote to approve executive compensation.
		FOR EACH     NOMINEE	Page 73			FOR	Page 85			FOR	Page 86
	Conduct an advisory vote on the frequency of future advisory votes on executive compensation.				Approve the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan.				Consider and, if deemed advisable, approve, with or without variation, a special resolution of the shareholders of existing Class A common stock and existing Class B common stock of Lionsgate adopting a statutory plan of arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia) pursuant to which, among other things, New Lionsgate will be separated from Lionsgate and Lionsgate shareholders will receive all of the issued and outstanding shares of New Lionsgate.
		EVERY ONE YEAR	Page 87			FOR	Page 88			FOR	Page 99

At the annual general and special meeting, Lionsgate shareholders will also consider any other business that may properly come before Lionsgate’s annual general and special meeting and any continuations, adjournments

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or postponements thereof regardless of whether you attend the meeting. Should any other business come before the annual general and special meeting, the persons named on the enclosed proxy will, as stated therein, have discretionary authority to vote the shares represented by such proxies in accordance with the recommendation of the LGEC Board.

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Corporate Information

New Lionsgate was incorporated under the Business Corporations Act (British Columbia) for the purpose of holding Lionsgate’s Studio Business in connection with the separation described in this joint information/proxy statement. Prior to the contribution of the Studio Business to New Lionsgate by Lionsgate, which will occur at the effective time, New Lionsgate will have no operations other than those incidental to the separation and the potential completion of one or more financing transactions as further described in this joint information/proxy statement. The address of New Lionsgate’s principal executive offices will be 2700 Colorado Avenue, Santa Monica, CA 90404. Its telephone number after the separation will be (310) 449-9200. New Lionsgate will maintain an Internet site at www.lionsgate.com. This website and the information contained therein or connected thereto are not incorporated into this joint information/proxy statement or the registration statement of which this joint information/proxy statement forms a part, or in any other filings with, or any information furnished or submitted to, the SEC.

Lionsgate encompasses world-class motion picture and television studio operations aligned with the STARZ-branded premium global subscription platform to bring a unique and varied portfolio of entertainment to consumers around the world. Lionsgate’s film, television, subscription and location-based entertainment businesses are backed by an 18,000-title library and a valuable collection of iconic film and television franchises. Lionsgate was incorporated under the Canada Business Corporations Act using the name 3369382 Canada Limited on April 28 1997, amended its articles on July 3, 1997 to change its name to Lions Gate Entertainment Corp., and on September 24, 1997, continued under the Business Corporations Act (British Columbia). Lionsgate’s head office address is located at 250 Howe Street, 20th Floor, Vancouver, British Columbia V6C 3R8.

Reason for Furnishing This Joint Information/Proxy Statement

This joint information/proxy statement is being furnished by New Lionsgate solely to provide information to Lionsgate’s shareholders who will receive shares of New Lionsgate common stock in the separation and is being delivered by Lionsgate to Lionsgate shareholders solely as a proxy statement in connection with its annual general and special meeting. It is not and is not to be construed as an inducement or encouragement to buy or sell any of New Lionsgate’s or Lionsgate’s securities. The information contained in this joint information/proxy statement is believed by New Lionsgate and Lionsgate to be accurate as of the date set forth on its cover. Changes may occur after that date, and neither Lionsgate nor New Lionsgate will update the information except as may be required in the normal course of their respective disclosure obligations and practices, or as required by applicable law.

NO PERSON IS AUTHORIZED ON BEHALF OF NEW LIONSGATE OR LIONSGATE TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS WITH RESPECT TO THE PROPOSALS TO BE VOTED ON AT THE ANNUAL GENERAL AND SPECIAL MEETING, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS JOINT INFORMATION/PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION AND/OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED, AND THE DELIVERY OF THIS JOINT INFORMATION/PROXY STATEMENT SHALL, UNDER NO CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NEW LIONSGATE OR LIONSGATE SINCE THE DATE HEREOF.

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QUESTIONS AND ANSWERS ABOUT THE SEPARATION

What is New Lionsgate and why is Lionsgate separating the Studio Business into an independent, separately-traded public company?

New Lionsgate, which is currently a wholly-owned subsidiary of Lionsgate, was formed to hold Lionsgate’s Studio Business, including a substantial portion of Lionsgate’s corporate general and administrative functions and costs. Lionsgate intends to separate New Lionsgate from the rest of Lionsgate via an arrangement that will result in New Lionsgate issuing all of the New Lionsgate common stock to Lionsgate’s shareholders as of the effective time of the arrangement (which transaction we refer to as the “separation”). Immediately upon completion of the separation, Lionsgate will be separated into two independent, publicly-traded companies as follows:  (i) the Starz Business will be held by wholly-owned subsidiaries of the current Lionsgate, which will continue to be owned by existing Lionsgate’s shareholders as of immediately before the separation, and (ii) the Studio Business will be held by New Lionsgate, which will be owned by existing Lionsgate’s shareholders as of immediately before the separation. The separation of New Lionsgate from New Starz is intended, among other things, to enable the two companies to more effectively pursue their own distinct operating priorities and strategies and focus on strengthening their core businesses, to allocate financial resources to meet the unique needs of their own businesses and more effectively articulate a clear investment thesis as a pure-play content studio and platform, respectively. Lionsgate expects that the separation will result in enhanced long-term performance of the businesses held by both Lionsgate and New Lionsgate for the reasons discussed in the section entitled “The Separation—Reasons for the Separation; Recommendation of the LGEC Board.”

Why am I receiving this document?

Lionsgate is delivering this document to you because you are a holder of shares of existing LGEC common stock. If you are a holder of existing Class A common stock as of immediately prior to the effective time of the separation, you will be entitled to receive [                ] share[s] of New Lionsgate voting common stock and one (1) share of New Starz Class A common stock for every share of existing Class A common stock that you held as of such time. If you are a holder of existing Class B common stock as of immediately prior to the effective time of the arrangement, you will be entitled to receive [                ] share[s] of New Lionsgate non-voting common stock and one (1) share of New Starz Class B common stock for every share of existing Class B common stock that you held as of such time. You will receive cash in lieu of any fractional shares of New Lionsgate common stock that you would have received after application of the above exchange ratios. In order to complete the separation, Lionsgate shareholders must approve the separation proposal. Lionsgate will hold an annual general and special meeting of shareholders, which we refer to as the annual general and special meeting, to obtain this approval and to ask Lionsgate shareholders to vote on the other proposals described in this joint information/proxy statement. This joint information/proxy statement contains important information about the annual general and special meeting, the separation, the arrangement agreement, and the other agreements related to the separation and other related matters, and you should read it carefully. The enclosed voting materials for the annual general and special meeting allow you to vote your shares of existing LGEC common stock without attending the annual general and special meeting in person.

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	We are delivering this joint information/proxy statement to you as both an information statement of New Lionsgate and a proxy statement of Lionsgate. This document is a proxy statement because the LGEC Board is soliciting proxies from Lionsgate shareholders. Your proxy will be used at the annual general and special meeting or at any adjournment or postponement of that meeting. This document is also an information statement that forms a part of the registration statement on Form 10 that New Lionsgate has filed with the SEC with respect to the shares of New Lionsgate common stock being issued in connection with the separation, and contains information about that New Lionsgate common stock.
How will the separation of New Lionsgate from Lionsgate work?	Pursuant to a British Columbia plan of arrangement, each share of existing Class A common stock will be exchanged for one (1) share of New Starz Class A common stock and a certain number of shares of S1 common stock. Each share of S1 common stock will then be contributed to New Lionsgate in exchange for [                ] share[s] of New Lionsgate voting common stock plus cash consideration in the amount of $0.000001 per share. Each share of existing Class B common stock will be exchanged for one (1) share of New Starz Class B common stock and a certain number of shares of S2 common stock. Each share of S2 common stock will then be contributed to New Lionsgate in exchange for [                ] share[s] of New Lionsgate non-voting common stock plus cash consideration in the amount of $0.000001 per share. LGEC will then repurchase the shares of S1 common stock and S2 common stock from New Lionsgate in exchange for the Studio Business. The foregoing will happen automatically at the effective time by operation of law. For additional information on these steps in the separation, see “The Separation—Structure of the Separation.”
Why is the separation of New Lionsgate being effected by way of a plan of arrangement?	The Business Corporations Act (British Columbia), which we refer to as the “BC Act,” provides a statutory process, called an arrangement, to enable corporations to propose to shareholders and complete complicated transactions that may not otherwise be practicable under the applicable corporate law after obtaining shareholder and court approval. The reclassification and separation will be combined in a single plan of arrangement to provide to the shareholders of LGEC the opportunity to approve the transaction as a whole, and to ensure that the transaction will be completed in its entirety at the desired time. If Lionsgate did not use a plan of arrangement to effect the separation, the transaction would require more complicated corporate actions and provide less certainty to the shareholders and the other stakeholders of LGEC.
What is the reclassification?	Under the reclassification, each share of existing class A common stock will be exchanged for one (1) share of New Starz Class A common stock and a certain number of shares of S1 common stock. Similarly, each share of existing class B common stock will be exchanged for one (1) share of New Starz Class B common stock and a certain number of shares of S2 common stock. The shares of S1 common stock and S2 common stock will represent the portion of the current Lionsgate’s share capital attributable to the assets being transferred to New Lionsgate in the arrangement and the shares of New Starz Class A common stock and New Starz Class B common stock will represent the portion of the current Lionsgate’s share capital attributable to the assets remaining with New Starz. The shares of S1 common stock and S2 common stock will be transferred to New Lionsgate and then repurchased by Lionsgate such that following the completion of

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	the plan of arrangement, the outstanding share capital of New Starz will be limited to the New Starz Class A common stock and New Starz Class B common stock. For additional information on the reclassification, see “The Separation—Structure of the Separation.”
When will the separation occur?	The separation will be implemented as an arrangement that is subject to a number of conditions, including the approval of the separation proposal by the Lionsgate’s shareholders and the receipt of a final order from the BC Court, which we refer to as the “Final Order.” Subject to the satisfaction or waiver of such conditions, it is expected that the effective time of the arrangement will occur on [                ].
If the separation proposal is approved, what do shareholders need to do to receive shares of New Lionsgate common stock and New Starz common stock?	Lionsgate shareholders do not need to take any action to receive shares of New Lionsgate common stock or New Starz common stock in the separation, but you are encouraged to read this entire joint information/proxy statement carefully. You will not be required make any payment to Lionsgate for the New Starz common stock or the New Lionsgate common stock, or to surrender any shares of existing LGEC common stock you currently own in order to participate in the separation. Although the existing LGEC common stock will be reclassified in connection with the separation, the number of shares of each class of common stock of Lionsgate immediately following the completion of the separation (which we refer to as “New Starz common stock”) will remain unchanged, as will any rights of Lionsgate’s shareholders with respect to New Starz. However, the separation will affect the market value of each outstanding share of New Starz common stock of each class.
If the separation proposal is approved, how will I receive my shares of New Lionsgate common stock and New Starz common stock?	Following the separation, shares of New Lionsgate common stock and New Starz common stock will be issued electronically by way of direct registration, or in “book-entry” or “uncertificated” form. Computershare will act as the registrar and transfer agent for New Lionsgate common stock and New Starz common stock after the separation.
How many shares of New Lionsgate common stock will I receive in the separation?	You are entitled to receive [                ] shares of New Lionsgate voting common stock for every share of existing Class A common stock held by you as of immediately prior to the effective time. You are entitled to receive [                ] shares of New Lionsgate non-voting common stock for every share of existing Class B common stock held by you as of immediately prior to the effective time. Based on approximately [                ] shares of existing Class A common stock outstanding as of [                ], a total of approximately [                ] shares of New Lionsgate voting common stock will be issued to Lionsgate’s shareholders. Based on approximately [                ] shares of existing Class B common stock outstanding as of [                ], a total of approximately [                ] shares of New Lionsgate non-voting common stock will be issued to Lionsgate’s shareholders. For additional information on the separation, see “The Separation.” In connection with the reclassification, you are entitled to receive one (1) share of New Starz Class A common stock for every share of existing Class A common stock held by you as of immediately prior to the effective time and you are entitled to receive one (1) share of New Starz Class B common stock for every share of existing Class B common stock held by you as of immediately prior to the effective time.

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Will New Lionsgate issue fractional shares of its common stock in the separation?

No. New Lionsgate will not issue fractional shares of New Lionsgate common stock in the separation. To the extent that the separation would result in any Lionsgate shareholder being issued a fractional share of New Lionsgate common stock, such fraction will be rounded down to the nearest whole number and Computershare will aggregate the remaining fractional shares. Such shares will be sold in the public market by Computershare. The aggregate net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise have been entitled to receive) to those shareholders who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts paid in lieu of fractional shares.

What are the conditions to the separation?

The separation is subject to the satisfaction (or waiver by Lionsgate in its sole and absolute discretion) of the following conditions: •  the separation and related transactions having been duly determined by the LGEC Board to be in the best interests of Lionsgate; •  the approval by the Lionsgate’s shareholders of the separation proposal at the annual general and special meeting; •  the receipt by Lionsgate of the interim order from the BC Court, which we refer to as the “Interim Order,” and the Final Order in connection with the transaction; •  the SEC declaring effective the registration statement of which this joint information/proxy statement forms a part; there being no order suspending the effectiveness of the registration statement in effect; and there being no proceedings for such purposes having been instituted or threatened by the SEC; •  the internal reorganization having been completed in accordance with the separation agreement, which is described below in this joint information/proxy statement, which we refer to as the “separation agreement”; •  the receipt by Lionsgate of an opinion from Lionsgate’s outside tax advisor to the effect that the requirements for tax-free treatment under Section 355 of the Internal Revenue Code should be satisfied; •  an independent appraisal firm acceptable to the LGEC Board having delivered one or more opinions to the LGEC Board confirming the solvency and financial viability of Lionsgate before the completion of, and of New Lionsgate and New Starz after giving effect to, the separation, in each case in a form and substance acceptable to the LGEC Board in its sole and absolute discretion; •  all actions necessary or appropriate under applicable Canadian and U.S. federal, state, provincial or other securities or blue sky laws and the rule and regulations thereunder having been taken or made and, where applicable, having become effective or been accepted; •  the execution of certain agreements contemplated by the separation agreement; •  no order, injunction or decree issued by any government authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation or any of the related transactions being in effect; •  the shares of New Lionsgate common stock to be issued having been accepted for listing on the New York Stock Exchange, subject to official notice of issuance; and

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	•  no other event or development existing or having occurred that, in the judgment of the LGEC Board, in its sole and absolute discretion, makes it inadvisable to effect the separation and the other related transactions. Lionsgate and New Lionsgate cannot assure you that any or all of these conditions will be met, or that the separation will be consummated even if all of the conditions are met. Lionsgate can decline to go forward with the separation at any time. In addition, Lionsgate may waive any of the conditions to the separation to the extent such waiver is permitted by law. In the event that the LGEC Board waives a material condition to the separation, Lionsgate intends to issue a press release and/or file a current report on Form 8-K to report such event. For a complete discussion of all of the conditions to the separation, see “The Separation—Conditions to the Separation.”
What will happen if the separation proposal is not approved by the Lionsgate’s shareholders?	If the separation proposal is not approved by the holders of existing LGEC common stock or if the other conditions to the separation are not satisfied (or waived), the Studio Business will continue to be held and operated by Lionsgate. As long as the Studio Business remains a part of Lionsgate, shares of existing LGEC common stock will also represent an indirect interest in the Studio Business, as they do today. If the separation does not proceed, the potential benefits of the separation will not be realized and there may be an adverse impact on Lionsgate’s business, financial condition and operating results. See “Risk Factors—Risks Related to the Separation—The separation is subject to various risks and uncertainties, including approval of the separation proposal at the annual general and special meeting, and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time and expense, which could disrupt or adversely affect the businesses of Lionsgate.”
Am I entitled to dissenters’ rights or appraisal rights?	There are no appraisal rights in connection with the separation. With respect to dissent rights, it is Lionsgate’s intention and expectation that under the Interim Order, at such time as the Interim Order is granted by the BC Court, shareholders of record of Lionsgate, also referred to as registered shareholders, as of the record date for notice of the annual general and special meeting will be granted the right to dissent (which we refer to as the “dissent rights”) in respect of the separation proposal, provided that they strictly follow the procedures specified in Section 237 through Section 247 of the BC Act, as modified by the plan of arrangement, Interim Order, and any other order of the BC Court. Shareholders of Lionsgate who are not shareholders of record and wish to dissent should be aware that only registered shareholders are entitled to exercise dissent rights. To clarify, any dissent rights granted in respect of the separation proposal will ultimately be subject to the BC Court’s discretion as set forth in the Interim Order at such time it is granted by the BC Court. Accordingly, non-registered shareholders of Lionsgate desiring to exercise dissent rights must make arrangements for the Lionsgate shares beneficially owned by such non-registered shareholders to be registered in the non-registered shareholder’s name prior to the time the notice of dissent to the separation proposal is required to be received by Lionsgate or, alternatively, make arrangements for the registered holder of such Lionsgate shares to dissent on the non-registered shareholder’s behalf. For additional information, see “The Separation—Dissent Rights.”

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	The foregoing summary does not purport to provide a comprehensive statement of the procedures to be followed by a dissenting shareholder who seeks payment of the fair value of his, her or its shares. Section 244 of the BC Act requires strict adherence to the procedures established therein and failure to do so may result in the loss of all dissent rights. Accordingly, each shareholder who might desire to exercise the dissent rights should carefully consider and comply with the provisions of the section, the full text of which is set out in Annex A to this joint information/proxy statement, and consult such holder’s legal advisor.
Can Lionsgate decide to cancel the separation even if all the conditions have been met?	Yes. Until the effective time has occurred, the LGEC Board has the right to terminate the separation, even if all of the conditions described in the section entitled “The Separation—Conditions to the Separation” are satisfied.
What happens if I sell my shares of existing LGEC common stock before the effective time?	You should consult with your financial advisors, such as your stock broker, bank or tax advisor. If you sell your shares of existing LGEC common stock before the effective time, you also will be selling your right to receive shares of New Lionsgate common stock pursuant to the separation.
How will I be able to trade shares of New Lionsgate common stock?	Lionsgate will continue to own all of the outstanding shares of New Lionsgate common stock prior to the separation. Accordingly, there is no current trading market for New Lionsgate common stock. New Lionsgate intends to apply for authorization to list the New Lionsgate voting common stock and New Lionsgate non-voting common stock on the New York Stock Exchange under the symbols “LGF.A” and “LGF.B,” respectively. It is anticipated that trading in shares of New Lionsgate common stock will begin on the first trading day after the day the separation is completed. New Lionsgate cannot predict the market prices for shares of New Lionsgate common stock before, on or after the first day on which they begin to trade. It is possible that some Lionsgate’s shareholders may sell the shares of New Lionsgate common stock received in connection with the separation because, among other things, New Lionsgate’s investments or strategies do not fit their investment objectives or because the New Lionsgate voting common stock or New Lionsgate non-voting common stock may not be included in certain indices. The market price of the New Lionsgate voting common stock or New Lionsgate non-voting common stock may fluctuate significantly, including during the period before the market has analyzed fully the business and financial characteristics of the Studio Business separate from the Starz Business. See “Risk Factors—Risks Related to the Separation—Substantial sales of New Lionsgate common stock or New Starz common stock following the completion of the separation, or the perception that such sales might occur, could depress the market prices of New Lionsgate common stock or New Starz common stock, respectively, which are already expected to be significantly lower than the pre-separation market price of existing LGEC common stock due to New Starz no longer having any ownership interest in the Studio Business.”
How will I be able to trade shares of New Starz common stock?	Lionsgate intends to apply for authorization to list the New Starz Class A common stock and New Starz Class B common stock on the New York Stock Exchange under the symbols “[                ]” and “[                ],” respectively. It is anticipated that trading in shares of New Starz common stock will begin on the first trading day after the day the separation is completed.

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	Lionsgate cannot predict the market prices for shares of New Starz common stock before, on or after the first day on which they begin to trade. It is possible that some Lionsgate’s shareholders may sell the shares of New Starz common stock received in connection with the separation because, among other things, Lionsgate’s business following the separation does not fit their investment objectives or because the New Starz Class A common stock or New Starz Class B common stock may not be included in certain indices. The market price of the New Starz Class A common stock or New Starz Class B common stock may fluctuate significantly, including during the period before the market has analyzed fully the business and financial characteristics of the Starz Business separate from the Studio Business. See “Risk Factors—Risks Related to the Separation—Substantial sales of New Lionsgate common stock or New Starz common stock following the completion of the separation, or the perception that such sales might occur, could depress the market prices of New Lionsgate common stock or New Starz common stock, respectively, which are already expected to be significantly lower than the pre-separation market price of existing LGEC common stock due to New Starz no longer having any ownership interest in the Studio Business.”
Will the number of shares of existing LGEC common stock that I own change as a result of the separation?	No. In the reclassification, you will receive one (1) share of New Starz Class A common stock or New Starz Class B common stock to replace each share of existing Class A common stock or existing Class B common stock that you hold, respectively. Therefore, the number of shares of each class of New Starz common stock that you own immediately after the separation will be the same as the number of shares of each class of existing LGEC common stock that you owned immediately before the separation. In addition, the aggregate number of shares of New Starz Class A common stock and New Starz Class B common stock issued and outstanding immediately after the separation will be the same as the aggregate number of shares of existing Class A common stock and existing Class B common stock issued and outstanding immediately before the separation (save and except for any shares for which dissent rights have been validly exercised) and, subject to the exercise of such dissent rights, your percentage ownership of the equity interests of Lionsgate immediately before the effective time will be the same as your percentage ownership of the equity interests of New Starz immediately after the effective time.
Will the separation affect the market price of my existing LGEC common stock?	Yes. As a result of the separation, it is expected that the market price of shares of New Starz common stock immediately following the completion of the separation will be different from the market price of shares of existing LGEC common stock immediately prior to the separation because the market price of New Starz common stock will no longer reflect the value of the Studio Business. There can be no assurance whether the sum of the market value of the New Starz common stock and the New Lionsgate common stock following the completion of the separation will be higher or lower than the market value of existing LGEC common stock if the separation did not occur. This means, for example, that the combined market prices of one (1) share of New Starz Class A common stock and [                ] share[s] of New Lionsgate voting common stock after the separation may be equal to, greater than, or less than the market price of one (1) share of existing Class A common stock before the separation.

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What are the material U.S. and Canadian federal income tax consequences of the separation?	Holders of existing LGEC common stock who hold such shares as capital property for purposes of the Income Canadian Tax Act (Canada) and the regulations promulgated from time to time thereunder, which we refer to as the “Canadian Tax Act,” will generally realize a capital gain or capital loss as a result of the transactions involving their shares pursuant to the arrangement. Non-residents of Canada generally will not be subject to tax under the Canadian Tax Act in respect of any such capital gain. It is a condition to the completion of the separation that Lionsgate receive an opinion from its outside tax advisor, with respect to certain requirements for qualification for tax-free treatment under Section 355 of the Code. Accordingly, it is expected that, except with respect to cash received in lieu of a fractional shares of New Lionsgate common stock, no gain or loss should be recognized by you, and no amount should be included in your income, upon the receipt of New Lionsgate common stock in the separation for U.S. federal income tax purposes. You will, however, recognize gain or loss for U.S. federal income tax purposes with respect to cash received in lieu of a fractional share of New Lionsgate common stock. You should consult your own tax advisor as to the particular consequences of the separation to you, including the applicability and effect of any U.S. federal, state and local tax laws, as well as any non-U.S. tax laws, including Canadian tax laws. For more information regarding the material U.S. federal income tax consequences of the separation, see “Material U.S. Federal Income Tax Consequences.” For more information regarding the material Canadian tax consequences of the separation, see “Material Canadian Tax Consequences.”
How will I determine my tax basis in the New Lionsgate shares I receive in the separation?	For U.S. federal income tax purposes, your aggregate basis in the New Starz common stock that you hold and the New Lionsgate common stock that you receive in the separation (including any fractional share interest in New Lionsgate common stock for which you receive cash) will equal the aggregate basis in the existing LGEC common stock held by you immediately before the separation, allocated between the New Starz common stock and the New Lionsgate common stock (including any fractional share interest in New Lionsgate common stock for which you receive cash) you receive in the separation in proportion to the relative fair market value of each on the separation date. You should consult your tax advisor about the particular consequences of the separation to you, including the application of the tax basis allocation rules and the application of state, local and non-U.S. tax laws. For Canadian federal income tax purposes, the cost of the New Lionsgate common stock received in the transaction will be equal to the fair market value of such stock as of the effective time of the transaction.
What will New Lionsgate’s relationship be with New Starz following the separation?	After the separation, New Starz and New Lionsgate will be separate companies with separate management teams and separate boards of directors. Prior to the separation, Lionsgate and New Lionsgate will enter into a separation agreement to effect the separation and to provide a framework for New Lionsgate’s relationship with New Starz after the separation, and certain other agreements, including a transition services agreement, a tax matters agreement, an employee matters agreement, a brand license agreement and agreements governing other commercial licensing arrangements between the parties. New Lionsgate and New Starz will also enter into agreements governing other commercial licensing arrangements between the

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	parties. The separation agreement and other agreements will provide for the allocation between New Lionsgate and New Starz of the assets, employees, liabilities and obligations (including, among others, investments, property, intellectual property, employee benefits and tax-related assets and liabilities) of Lionsgate and its subsidiaries attributable to periods prior to, at and after the separation and will govern the relationship between New Lionsgate and New Starz subsequent to the completion of the separation. In addition, New Lionsgate will continue to produce original programming that appears on New Starz services and New Starz will continue to have an exclusive multiyear output licensing agreement with New Lionsgate for Lionsgate-branded titles theatrically released in the U.S. starting January 1, 2022, and for Summit-branded titles theatrically released in the U.S. starting January 1, 2023. For additional information regarding the separation agreement and other agreements between New Lionsgate and Lionsgate or New Starz, see the sections entitled “Risk Factors—Risks Related to the Separation” and “Certain Relationships and Related Party Transactions of New Lionsgate.”
Who will manage New Lionsgate after the separation?	New Lionsgate will benefit from a management team with an extensive background in the Studio Business. Led by Jon Feltheimer, Lionsgate’s current Chief Executive Officer, who will be New Lionsgate’s Chief Executive Officer, New Lionsgate’s management team will possess deep knowledge of, and extensive experience in, the motion picture and television production industries. For more information regarding New Lionsgate’s management and directors, see the sections entitled “Management of New Lionsgate” and “Directors of New Lionsgate.”
Are there risks associated with owning New Lionsgate common stock?	Yes. Ownership of New Lionsgate common stock is subject to both general and specific risks relating to the Studio Business, the industry in which New Lionsgate will operate, its ongoing contractual relationships with New Starz and its status as a separate, publicly traded company. Ownership of New Lionsgate common stock is also subject to risks relating to the separation. Certain of these risks are described in the “Risk Factors” section of this joint information/proxy statement. We encourage you to read that section carefully.
Where can I find details about New Lionsgate’s board of directors and governance structure?	For details about the board of directors of New Lionsgate, which we refer to as the “New Lionsgate Board” and governance structure, see “Directors of New Lionsgate,” “Compensation Discussion and Analysis of New Lionsgate,” and “Description of New Lionsgate Capital Stock.”
Does New Lionsgate plan to pay dividends?	New Lionsgate does not expect to pay a regular dividend after the separation. However, the timing, declaration, amount of, and payment of any dividends following the separation will be within the discretion of the New Lionsgate Board, and will depend upon many factors. See “New Lionsgate Dividend Policy.”
What rights will attach to my New Lionsgate shares and how do these compare to the rights attaching to my existing LGEC common stock?	The rights that will attach to shares of New Lionsgate common stock will be substantially identical to the rights that currently attach to shares of existing LGEC common stock. A description of such rights is included in the section entitled “Description of New Lionsgate Capital Stock.”

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Who will be the exchange agent for the separation and transfer agent and registrar for New Lionsgate common stock?

The exchange agent, transfer agent and registrar for the New Lionsgate common stock will be Computershare. For questions relating to the transfer or mechanics of the separation, including the exchange, you should contact Computershare toll free at [                ] or non-toll free at [                ].

Where can I find more information about Lionsgate and New Lionsgate?

Before the separation, if you have any questions relating to Lionsgate’s business performance, you should contact: Lions Gate Entertainment Corp. 2700 Colorado Avenue Santa Monica, CA  90404 Attention:  Investor Relations Department After the separation, New Lionsgate shareholders who have any questions relating to New Lionsgate’s business performance should contact New Lionsgate at: Lions Gate Entertainment Corp. 2700 Colorado Avenue Santa Monica, CA  90404 Attention:  Investor Relations Department New Lionsgate will maintain an investor website at www.lionsgate.com. The New Lionsgate investor website and the information contained therein or connected thereto are not incorporated into this joint information/proxy statement or the registration statement of which this joint information/proxy statement forms a part, or in any other filings with, or any information furnished or submitted to, the SEC. After the separation, Lionsgate shareholders who have any questions relating to New Starz’s business performance should contact New Starz at: Starz Entertainment Corporation 1647 Stewart Street Santa Monica, CA  90404 Attention:  Investor Relations Department New Starz will maintain an investor website at www.starz.com. The New Starz investor website and the information contained therein or connected thereto are not incorporated into this joint information/proxy statement or the registration statement of which this joint information/proxy statement forms a part, or in any other filings with, or any information furnished or submitted to, the SEC.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL AND SPECIAL MEETING

This joint information/proxy statement is part of a solicitation of proxies by the LGEC Board and contains information relating to Lionsgate’s annual general and special meeting of shareholders to be held on [                ], [                ], beginning at [                ], Pacific Time, at Lionsgate’s head office in Canada at Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8, and to any continuations, adjournments or postponements thereof. All dollar figures contained in this joint information/proxy statement are in U.S. dollars, unless otherwise indicated. Lionsgate is first mailing the notice of annual general and special meeting and this joint information/proxy statement to Lionsgate shareholders on or about [                ].

What is the purpose of the annual general and special meeting?

At the annual general and special meeting, Lionsgate shareholders will be asked to vote upon the following matters outlined in the notice of the annual general and special meeting: •  the election of nominated directors of Lionsgate; •  re-appointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm for the fiscal year ending March 31, 2024 and authorization of the Audit & Risk Committee of the LGEC Board to fix their remuneration; •  an advisory vote on executive compensation; •  an advisory vote on the frequency of future advisory votes on executive compensation; •  approving the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan; •  the separation proposal; and •  any other matters as may properly come before the annual general and special meeting and any continuations, adjournments or postponements thereof.

Who is entitled to vote at the annual general and special meeting?

With respect to all matters other than the separation proposal, only shareholders of record of existing Class A common stock at [                ] (Eastern Time) on [                ] (which we refer to as the “record date”) are entitled to receive notice of the annual general and special meeting and to vote their shares of existing Class A common stock that they held on the record date at the annual general and special meeting, or any continuations, adjournments or postponements of the annual general and special meeting. Each outstanding share of existing Class A common stock entitles its holder to cast one vote on each matter to be voted upon. As of the record date, [                ] shares of existing Class A common stock were outstanding and entitled to vote and held by approximately [                ] shareholders of record. With respect to the separation proposal only, shareholders of record of existing Class A common stock or existing Class B common stock at [                ] (Eastern Time) on the record date are entitled to receive notice of the annual general and special meeting and to vote their shares of existing Class A common stock or existing Class B common stock, as applicable, that they held on the record date at the annual general and special meeting, or any continuations, adjournments or postponements of the annual general and special meeting. Each outstanding share of existing Class A common stock or existing Class B common stock entitles its holder

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to cast one vote on each matter to be voted upon. As of the record date, [                ] shares of existing Class B common stock were outstanding and entitled to vote and held by approximately [                ] shareholders of record. Holders of existing Class B common stock are not entitled to vote on the matters to be presented at the annual general and special meeting other than the separation proposal. Each shareholder of record has the right to appoint a person or company to represent the shareholder to vote in person at the annual general and special meeting other than the persons designated in the form of proxy. See “How do I vote at the annual general and special meeting?” below.

Who can attend and vote at the annual general and special meeting?

Only registered shareholders of Lionsgate or the persons they appoint as their proxies are permitted to attend the annual general and special meeting. Most shareholders of Lionsgate are “non-registered” shareholders because the shares of existing LGEC common stock they own are not registered in their names but are, instead, registered in the name of the brokerage firm, bank or trust company through which they hold such shares. Shares of existing LGEC common stock beneficially owned by a “non-registered” shareholder are registered either: (i) in the name of an intermediary that the “non-registered” shareholder deals with in respect of such shares (which may be, among others, a bank, trust company, securities dealer or broker or trustee or administrator of self-administered Registered Retirement Savings Plans, Registered Retirement Income Funds, Registered Education Savings Plans and similar plans); or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or The Depository Trust & Clearing Corporation) of which such intermediary is a participant. In accordance with applicable securities law requirements, Lionsgate will have distributed copies of the notice of the annual general and special meeting and this joint information/proxy statement and related meeting materials to such clearing agencies and intermediaries for distribution to “non-registered” shareholders. Such “non-registered” shareholders are able to access the notice of the annual general and special meeting and vote their shares by following the instructions provided by their intermediaries. If shareholders have requested printed copies, intermediaries are required to forward this joint information/proxy statement and related meeting materials to such “non-registered” shareholders, unless such shareholder has waived the right to receive them. Intermediaries often use service companies to forward notices and proxy materials to “non-registered” shareholders. Generally, “non-registered” shareholders who have not waived the right to receive the notice of the annual general and special meeting and who have requested a printed copy of this joint information/proxy statement and related meeting materials will either: •  be given a voting instruction form which is not signed by the intermediary and which, when properly completed and signed by the shareholder and returned to the intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the intermediary must follow. Typically, the voting instruction form will consist of a one-page printed form. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed form accompanied by a page of

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instructions which contains a removable label with a bar code and other information. In order for the form of proxy to validly constitute a voting instruction form, the shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the intermediary or its service company in accordance with the instructions of the intermediary or its service company; or •  be given a form of proxy which has already been signed by the intermediary (typically by a facsimile or stamped signature), which is restricted to the number of shares beneficially owned by the shareholder but which is otherwise not completed by the intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the shareholder when submitting the proxy. In this case, the shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Lionsgate, c/o MacKenzie Partners, Inc. Attention:  Lionsgate Tabulation, [    ]. In either case, the purpose of these procedures is to permit “non-registered” shareholders to directly vote the shares of existing LGEC common stock they beneficially own. Should a “non-registered” shareholder who receives one of the above forms wish to vote at the annual general and special meeting in person (or have another person attend and vote on their behalf), the “non-registered” shareholder should request a legal proxy from their intermediary. Instructions for obtaining legal proxies may be found on the voting instruction form. If you have any questions about voting your shares, please call MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500 or e-mail lionsgate@mackenziepartners.com. A “non-registered” shareholder may revoke a voting instruction form or request to receive this joint information/proxy statement and related meeting materials and to vote, which has been given to an intermediary, at any time by written notice to the intermediary, provided that an intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive this joint information/proxy statement and related meeting materials and to vote, which is not received by the intermediary in a timely manner in advance of the annual general and special meeting.

What constitutes a quorum?

A quorum is necessary to hold a valid meeting of Lionsgate shareholders. The quorum for the annual general and special meeting is: •  for the existing Class A common stock, two (2) persons who are, or who represent by proxy, registered shareholders of existing Class A common stock who, in the aggregate, hold at least 10% of the issued existing Class A common stock entitled to be voted at the meeting; and •  for the existing Class B common stock, two (2) persons who are, or who represent by proxy, registered shareholders of existing Class B common stock who, in the aggregate, hold at least 10% of the issued existing Class B common stock entitled to be voted at the meeting. Broker non-votes (shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter) will each be

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	counted as present for purposes of determining the presence of a quorum at the annual general and special meeting.
How do I vote at the annual general and special meeting?	If you are a shareholder of record of shares of existing Class A common stock, you have the right to vote in person at the annual general and special meeting. If you are a shareholder of record of shares of existing Class B common stock, you have the right to vote in person with respect to the separation proposal only at the annual general and special meeting. If you choose to do so, you can vote using the ballot that will be provided at the annual general and special meeting, or, if you received printed copies of this joint information/proxy statement and related meeting materials by mail, you can complete, sign and date the proxy card enclosed with this joint information/proxy statement you received and submit it at the annual general and special meeting. If you are a “non-registered” shareholder, you may not vote your shares in person at the annual general and special meeting unless you obtain a “legal proxy” from the bank, broker, trustee or other nominee that holds your shares, giving you the right to vote the shares of existing Class A common stock or existing Class B common stock (solely with respect to separation proposal) at the annual general and special meeting. Even if you plan to attend the annual general and special meeting, we recommend that you submit your proxy or voting instructions in advance of the annual general and special meeting as described in this joint information/proxy statement, so that your vote will be counted if you later decide not to attend the annual general and special meeting. At the annual general and special meeting, a representative from Broadridge Financial Solutions, Inc. shall be appointed to act as scrutineer. The scrutineer will determine the number of shares of each class of existing LGEC common stock represented at the annual general and special meeting, the existence of a quorum and the validity of proxies, will count the votes and ballots, if required, and will determine and report the results to Lionsgate.
How can I vote my shares of existing LGEC common stock without attending the annual general and special meeting?	Whether you are a shareholder of record or a “non-registered” shareholder, you may direct how your shares of existing Class A common stock or existing Class B common stock, as applicable, are voted without attending the annual general and special meeting. If you are a shareholder of record, you may submit a proxy to authorize how your shares are to be voted at the annual general and special meeting. You can submit a proxy over the Internet, by mail or by telephone pursuant to the instructions provided in the proxy card enclosed with this joint information/proxy statement. If you are a “non-registered” shareholder, you may also submit voting instructions by Internet, telephone, tablet or smartphone, or mail by following the instructions provided in the voting instruction form sent by your intermediary. If you do not fill a name in the blank space in the form of proxy, the persons named in the form of proxy are appointed to act as your proxy holder. Those persons are directors and/or officers of Lionsgate. If you are a shareholder of record, your proxy must be received by telephone or the Internet by [                ] (Eastern Time) on [                ] in order for your shares to be voted at the annual general and special meeting. If you

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	are a “non-registered” shareholder, please comply with the deadlines included in the voting instructions provided by the intermediary that holds your shares. Submitting your proxy or voting instructions over the Internet, by telephone, tablet or smartphone or by mail will not affect your right to vote in person should you decide to attend the annual general and special meeting, although “non-registered” shareholder must obtain a “legal proxy” from the intermediary that holds their shares giving them the right to vote the shares in person at the annual general and special meeting.
Can I change or revoke my vote after I return my proxy card?	Yes. If you are a shareholder of record, even after you have submitted your proxy, you may change your vote by submitting a duly executed proxy bearing a later date in the manner and within the time described above under “How can I vote my shares of existing LGEC common stock without attending the annual general and special meeting?” (your latest-received voting instructions will be followed). If you are a “non-registered” shareholder, you should contact your intermediary to find out how to change or revoke your voting instructions within the time described above under “—How can I vote my shares of existing LGEC common stock without attending the annual general and special meeting?” If you are a shareholder of record, you may also revoke a previously deposited proxy (i) by an instrument in writing that is received by or at the annual general and special meeting prior to the closing of the polls, (ii) by an instrument in writing provided to the Chair of the annual general and special meeting at the meeting or any continuation, postponement or adjournment thereof, or (iii) in any other manner permitted by law. The powers of the proxy holders will be suspended if you attend the annual general and special meeting in person and so request, although attendance at the annual general and special meeting will not by itself revoke a previously granted proxy.
Is my vote confidential?	Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Lionsgate or to third parties, except: •  as necessary to meet applicable legal requirements; •  to allow for the tabulation and certification of votes; and •  to facilitate a successful proxy solicitation. Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to Lionsgate’s management and the LGEC Board.
What are the LGEC Board’s recommendations?	The enclosed proxy is solicited on behalf of the LGEC Board. Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the LGEC Board set forth with the description of each item in this joint information/proxy statement. The LGEC Board recommends a vote: •  “FOR” the election of each of the nominated directors of Lionsgate (see page 73); •  “FOR” the re-appointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm and authorization of the Audit & Risk Committee of the LGEC Board to fix their remuneration (see page 85);

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	•  “FOR” the proposal regarding an advisory vote to approve executive compensation (see page 86); •  “EVERY ONE YEAR” for the frequency for future advisory votes on executive compensation (see page 87); •  “FOR” the proposal regarding approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan; and •  “FOR” the separation proposal (see page 99). Other than the proposals described in this document, the LGEC Board does not know of any other matters that may be brought before the annual general and special meeting. If any other matter should properly come before the annual general and special meeting, the proxy holders will vote as recommended by the LGEC Board or, if no recommendation is given, in accordance with their best judgment.
What vote is required to approve the election of each of the nominated directors of Lionsgate?	A plurality of the shares of existing Class A common stock voting in person or by proxy is required to elect each of the 13 nominees for director (which we refer to as “Proposal No. 1”). A plurality means that the 13 nominees receiving the largest number of votes cast (votes “FOR”) will be elected. Shareholders are not permitted to cumulate their shares of existing Class A common stock for purposes of electing directors. Note that if your shares of existing Class A common stock are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares of existing Class A common stock on Proposal No. 1 unless you provide instructions to him or her regarding how you would like your shares of existing Class A common stock to be voted. If such broker or nominee does not receive such instructions, and as a result, is unable to vote your shares of existing Class A common stock on Proposal No. 1, this will result in a broker non-vote. For purposes of determining the number of votes cast, only the shares of existing Class A common stock voting “FOR” or “WITHHOLD” are counted. As such, broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 1.
What vote is required to approve the re-appointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm and authorize the Audit & Risk Committee of the LGEC Board to fix their remuneration?	The affirmative vote of a majority of the votes cast by holders of shares of existing Class A common stock present or represented by proxy at the annual general and special meeting is required for the re-appointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm and authorization of the Audit & Risk Committee of the LGEC Board to fix their remuneration (which we refer to as “Proposal No. 2”). Note that, because this proposal is considered a routine matter, if your shares of existing Class A common stock are held by a broker or nominee, such broker or nominee will have authority to exercise his or her discretion to vote your shares of existing Class A common stock on Proposal No. 2 if you do not provide instructions to him or her regarding how you would like your shares of existing Class A common stock to be voted. For purposes of determining the number of votes cast, only the shares of existing Class A common stock voting “FOR” or “WITHHOLD” are counted. As such, abstentions are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 2. There are no broker non-votes for Proposal No. 2.

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What vote is required to approve the proposal regarding an advisory vote to approve executive compensation?

The affirmative vote of at least a majority of the votes cast by holders of shares of existing Class A common stock present or represented by proxy at the annual general and special meeting is required for the advisory vote to approve executive compensation (which we refer to as “Proposal No. 3”). Notwithstanding the vote required, please be advised that Proposal No. 3 is advisory only and is not binding on Lionsgate. The LGEC Board will consider the outcome of the vote of this proposal in considering what action, if any, should be taken in response to the advisory vote by shareholders. Note that if your shares of existing Class A common stock are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares of existing Class A common stock on Proposal No. 3 unless you provide instructions to him or her regarding how you would like your shares of existing Class A common stock to be voted. If such broker or nominee does not receive such instructions, and as a result is unable to vote your shares of existing Class A common stock on Proposal No. 3, this will result in a broker non-vote. For purposes of determining the number of votes cast, only shares of existing Class A common stock voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 3.

What vote is required to approve the proposal regarding the frequency of future advisory votes on executive compensation?

Shareholders’ choices for the frequency of advisory vote on executive compensation are limited to “EVERY ONE YEAR,” “EVERY TWO YEARS,” “EVERY THREE YEARS,” and “ABSTAIN” (which we refer to as “Proposal No. 4”). If no option receives the affirmative vote of at least a majority of the votes cast by holders of shares of existing Class A common stock present in person or represented by proxy at the annual general and special meeting, then the LGEC Board will consider the option receiving the highest number of votes as the preferred option of the shareholders. Notwithstanding the vote required, please be advised that Proposal No. 4 is advisory only and is not binding on Lionsgate. The LGEC Board will consider the outcome of the vote of this proposal in considering what action, if any, should be taken in response to the advisory vote by shareholders. Note that if your shares of existing Class A common stock are held by a broker or nominees, such broker or nominee will not have authority to exercise his or her discretion to vote your shares of existing Class A common stock on Proposal No. 4 unless you provide instructions to him or her regarding how you would like your shares of existing Class A common stock to be voted. If such broker or nominee does not receive such instructions, and as a result is unable to vote your shares of existing Class A common stock on Proposal No. 4, this will result in a broker non-vote. For purposes of determining the number of votes cast, only shares of existing Class A common stock voting “EVERY ONE YEAR,” “EVERY TWO YEARS,” or “EVERY THREE YEARS” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the frequency option receiving the highest number of votes.

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What vote is required to approve the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan?	The affirmative vote of at least a majority of the votes cast by holders of existing Class A common stock present or represented by proxy at the annual general and special meeting is required for approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan (which we refer to as “Proposal No. 5”). Note that if your shares of existing Class A common stock are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares of existing Class A common stock on Proposal No. 5 unless you provide instructions to him or her regarding how you would like your shares of existing Class A common stock to be voted. If such broker or nominee does not receive such instructions, and as a result is unable to vote your shares of existing Class A common stock on Proposal No. 5, this will result in a broker non-vote. For purposes of determining the number of votes cast, only shares of existing Class A common stock voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal 5.
What vote is required to approve the separation proposal?	Approval of the separation proposal requires (i) the affirmative vote of the holders of at least two-thirds of the votes cast with respect to the existing Class A common stock that were voted in respect of the separation proposal, voting as a separate class and (ii) the affirmative vote of the holders of at least two-thirds of the votes cast with respect to the existing Class B common stock that were voted in respect of the separation proposal, voting as a separate class. Note that if your shares of existing Class A common stock or existing Class B common stock are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares on the separation proposal unless you provide instructions to him or her regarding how you would like your shares to be voted. If such broker or nominee does not receive such instructions, and as a result is unable to vote your shares on the separation proposal, this will result in a broker non-vote. For purposes of determining the number of votes cast, only shares of existing Class A common stock or existing Class B common stock voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of the separation proposal.
Who pays for the preparation of this joint information/proxy statement?	Lionsgate will pay the cost of proxy solicitation, including the cost of preparing, assembling and mailing the notice of annual general and special meeting, this joint information/proxy statement and related meeting materials. In addition to the use of mail, Lionsgate’s employees and advisors may solicit proxies personally and by telephone, facsimile, courier service, telegraph, the Internet, e-mail, newspapers and other publications of general distribution. Lionsgate’s employees will receive no compensation for soliciting proxies other than their regular salaries. Lionsgate may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of this joint information/proxy statement and related meeting materials to their principals and to request authority for the execution of proxies, and Lionsgate will reimburse those persons for their reasonable out-of-pocket expenses incurred in connection with these activities. Lionsgate will compensate only independent third-

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	party agents that are not affiliated with Lionsgate but who solicit proxies. Lionsgate has retained MacKenzie Partners, Inc., a third-party solicitation firm, to assist in the distribution of this joint information/proxy statement and related materials and solicitation of proxies on its behalf for an estimated fee of $[                ] plus reimbursement of certain out-of-pocket expenses.
What does it mean if I receive more than one notice of annual general and special meeting?	If you receive more than one set of proxy materials in connection with the annual general and special meeting, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on your proxy card or voting instruction form, as applicable, to ensure that all of your shares that are eligible to be voted are voted.
Who can I contact if I have questions?	Shareholders who have questions about deciding how to vote should contact their financial, legal or professional advisors. For any queries referencing information in this proxy statement or in respect of voting your shares of existing LGEC common stock, please call MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500 or email lionsgate@mackenziepartners.com.
Where can I find the voting results of the annual general and special meeting?	We intend to announce preliminary voting results at the annual general and special meeting and disclose final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days following the annual general and special meeting.

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SELECTED HISTORICAL COMBINED FINANCIAL DATA OF THE STUDIO BUSINESS

Notwithstanding the legal form of the separation described elsewhere in this joint information/proxy statement, for accounting and financial reporting purposes, the Starz Business will be presented as being spun-off from Lionsgate (the reverse of its legal form, a “reverse spin”). This presentation is in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and is primarily due to the Studio Business’s relative significance as compared to the Starz Business and the continued involvement of existing Lionsgate’s senior management with the Studio Business.

The following table presents the Studio Business’s selected historical combined financial data as of March 31, 2023 and 2022 and for each of the fiscal years in the three-year period ended March 31, 2023. This selected historical combined financial data is derived from the Studio Business’s audited combined financial statements included elsewhere in this joint information/proxy statement.

The historical financial statements presented in New Lionsgate’s future filings subsequent to the completion of the separation, with respect to periods prior to the separation, will be represented by the historical financial statements of Lionsgate reflecting the Starz Business as discontinued operations for all periods presented. The summary historical financial information of Lionsgate for each of the fiscal years in the three-year period ended March 31, 2023 and the summary unaudited pro forma financial information as of March 31, 2023 and the year ended March 31, 2023 are presented elsewhere herein under the caption “Summary Historical and Unaudited Pro Forma Financial Information.”

The Studio Business has historically operated as part of Lionsgate and not as a standalone company. The Studio Business’s audited combined financial statements, representing the historical assets, liabilities, operations and cash flows of the combination of the operations making up the worldwide Studio Business, have been derived from the separate historical accounting records maintained by Lionsgate, and are presented on a carve-out basis. The combined financial statements reflect the combined historical results of operations, financial position, comprehensive income (loss) and cash flows of the Studio Business for the periods presented as historically managed within Lionsgate. The Studio Business’s historical audited combined financial statements include an allocation of costs for certain general and administrative expenses (inclusive of share-based compensation) from Lionsgate related to corporate and shared service functions historically provided by Lionsgate, including, but not limited to, salaries and wages for certain executives and other corporate officers related to executive oversight, investor relations, maintenance of corporate facilities, corporate accounting, finance and financial reporting, audit and tax, corporate and other legal support functions, certain information technology and human resources.

These costs may not be representative of the future costs New Lionsgate will incur as an independent, publicly traded company. In addition, the Studio Business’s historical financial information does not reflect changes that it expects to experience in the future as a result of the separation, including changes in financing, operations, cost structure and personnel needs of the business. Consequently, the financial information included here may not necessarily reflect the Studio Business’s financial position, results of operations and cash flows in the future or what the Studio Business’s financial condition, results of operations and cash flows would have been had it been an independent, publicly traded company during the periods presented.

The Studio Business’s historical results are not necessarily indicative of financial results to be achieved in future periods. The selected historical combined financial data presented below should be read in conjunction with the Studio Business’s audited combined financial statements and the related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the “Unaudited Pro Forma Condensed Consolidated Financial Statements” and accompanying notes included elsewhere in this joint information/proxy statement and Lionsgate’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 31, 2023 incorporated by reference in this joint information/proxy statement.

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STUDIO BUSINESS OF LIONS GATE ENTERTAINMENT CORP.

COMBINED STATEMENTS OF OPERATIONS DATA

	Year Ended March 31,
	2023			2022			2021
	(Amounts in millions)
Revenues:
Revenue	$	2,308.3		$	2,068.1		$	1,708.8
Revenue - Starz Business		775.5			648.2			204.1
Total revenues		3,083.8			2,716.3			1,912.9
Expenses:
Direct operating		2,207.9			1,922.1			1,220.0
Distribution and marketing		304.2			315.2			216.7
General and administration		387.0			342.7			342.0
Depreciation and amortization		17.9			18.1			17.2
Restructuring and other		27.2			6.3			21.1
Total expenses		2,944.2			2,604.4			1,817.0
Operating income		139.6			111.9			95.9
Interest expense		(162.6	)		(115.0	)		(109.7	)
Interest and other income		6.4			28.0			6.1
Other expense		(21.2	)		(8.6	)		(4.7	)
Loss on extinguishment of debt		(1.3	)		(3.4	)		—
Gain on investments, net		44.0			1.3			0.6
Equity interests income (loss)		0.5			(3.0	)		(6.1	)
Income (loss) before income taxes		5.4			11.2			(17.9	)
Income tax provision		(14.3	)		(17.3	)		(17.3	)
Net loss		(8.9	)		(6.1	)		(35.2	)
Less:  Net loss attributable to noncontrolling interests		8.6			17.2			15.6
Net income (loss) attributable to Parent	$	(0.3	)	$	11.1		$	(19.6	)

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STUDIO BUSINESS OF LIONS GATE ENTERTAINMENT CORP.

COMBINED BALANCE SHEET DATA

	March 31, 2023			March 31, 2022
	(Amounts in millions)
Balance Sheet Data:
Total assets	$	4,412.7		$	4,325.7
Total liabilities		4,848.0			4,264.0
Redeemable noncontrolling interest		343.6			321.2
Total parent equity (deficit)		(780.4	)		(261.3	)
Noncontrolling interests		1.5			1.8
Total equity (deficit)		(778.9	)		(259.5	)
Total liabilities, redeemable noncontrolling interest and equity (deficit)		4,412.7			4,325.7

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STUDIO BUSINESS OF LIONS GATE ENTERTAINMENT CORP.

COMBINED STATEMENT OF CASH FLOWS DATA

	Year Ended March 31,
	2023			2022			2021
	(Amounts in millions)
Statement of Cash Flows Data:
Net cash flows provided by (used in) operating activities	$	346.1		$	(435.0	)	$	(232.4	)
Net cash flows provided by (used in) investing activities		31.3			(180.7	)		(0.3	)
Net cash flows provided by (used in) financing activities		(394.5	)		525.5			365.0
Net change in cash, cash equivalents and restricted cash		(17.1	)		(90.2	)		132.3
Foreign exchange effects on cash, cash equivalents and restricted cash		(1.8	)		(0.8	)		4.2
Cash, cash equivalents and restricted cash - beginning of period		270.3			361.3			224.8
Cash, cash equivalents and restricted cash - end of period		251.4			270.3			361.3

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SUMMARY HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL INFORMATION

Notwithstanding the legal form of the separation described elsewhere in this joint information/proxy statement, for accounting and financial reporting purposes, the Starz Business will be presented as being spun-off from Lionsgate (a reverse spin). This presentation is in accordance with U.S. GAAP and is primarily due to the Studio Business’s relative significance as compared to the Starz Business and the continued involvement of existing Lionsgate’s senior management with the Studio Business.

The historical financial statements to be presented in New Lionsgate’s future filings subsequent to the completion of the separation, with respect to periods prior to the separation, will be represented by the historical financial statements of Lionsgate reflecting the Starz Business as discontinued operations for all periods presented. The selected historical financial information presented below reflects the historical consolidated financial information of Lionsgate (inclusive of the Studio Business and the Starz Business) as previously presented, with the unaudited pro forma financial information as of March 31, 2023 and for the year ended March 31, 2023 reflecting the Starz Business as discontinued operations and certain separation transaction adjustments as discussed below as if the separation occurred as of March 31, 2023 in the case of the unaudited combined balance sheet information and as of April 1, 2022 in the case of the unaudited combined statement of operations information. The summary historical combined financial information as of March 31, 2023 and 2022 and for each of the fiscal years in the three-year period ended March 31, 2023 is derived from Lionsgate’s audited consolidated financial statements incorporated by reference in this joint information/proxy statement and the summary unaudited pro forma financial information is derived from the unaudited pro forma condensed consolidated financial statements included elsewhere in this joint information/proxy statement. The unaudited pro forma financial information for the years ended March 31, 2022 and 2021 presented elsewhere in this joint information/proxy statement, reflect only the retroactive presentation of the Starz Business as discontinued operations and is therefore excluded from the summary unaudited pro forma financial information presented below.

The unaudited pro forma financial information has been adjusted to give effect to the separation, presenting Lionsgate as the accounting spinnor and the Starz Business as discontinued operations, as well as other adjustments resulting from the transaction including the exclusion of the eliminations of certain intercompany licensing revenues and related direct operating expenses associated with the licensing of motion pictures and television programming (including Starz original productions) from the Studio Business to the Starz Business for the year ended March 31, 2023, New Lionsgate’s anticipated post-separation capital structure and the impact of, and transactions contemplated by, the plan of arrangement, tax matters agreement, employee matters agreement, transition services agreement, a brand licensing agreement and certain other agreements governing commercial licensing arrangements between New Lionsgate and New Starz under “Certain Relationships and Related Party Transactions of New Lionsgate.”

The following unaudited summary pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the dates indicated, nor is it indicative of future operating results. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and we believe such assumptions are reasonable under the circumstances. See “Unaudited Pro Forma Condensed Consolidated Financial Statements.”

The following tables set forth summary historical audited consolidated financial statements and unaudited pro forma financial information. You should read this information in conjunction with the information under “Selected Historical Combined Financial Data of the Studio Business,” “Unaudited Pro Forma Condensed Consolidated Financial Statements” and accompanying notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Studio Business of Lions Gate Entertainment Corp. (Supplemental),” the Studio Business’s audited combined financial statements and the related notes included elsewhere in this information statement and Lionsgate’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 31, 2023 incorporated by reference in this joint information/proxy statement.

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LIONS GATE ENTERTAINMENT CORP.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND CONSOLIDATED STATEMENTS OF OPERATIONS DATA

	Year Ended March 31,
	Pro Forma New Lionsgate			Historical Lions Gate Entertainment Corp.
	2023			2023			2022			2021
	(Amounts in millions, except per share amounts)
Revenues	$	3,083.8		$	3,854.8		$	3,604.3		$	3,271.5
Expenses:
Direct operating		2,207.9			2,312.5			2,064.2			1,725.9
Distribution and marketing		304.2			801.7			861.0			719.3
General and administration		408.6			531.1			475.4			486.6
Depreciation and amortization		17.9			180.3			177.9			188.5
Restructuring and other		22.1			411.9			16.8			24.7
Goodwill impairment		—			1,475.0			—			—
Gain on sale of Pantaya		—			—			—			(44.1	)
Total expenses		2,960.7			5,712.5			3,595.3			3,100.9
Operating income (loss)		123.1			(1,857.7	)		9.0			170.6
Interest expense		(179.6	)		(221.2	)		(176.0	)		(181.5	)
Interest and other income		5.7			6.4			30.8			5.8
Other expense		(20.2	)		(26.9	)		(10.9	)		(6.7	)
Gain (loss) on extinguishment of debt		(24.8	)		57.4			(28.2	)		—
Gain on investments		44.0			44.0			1.3			0.5
Equity interests income (loss)		0.5			0.5			(3.0	)		(6.1	)
Loss from continuing operations before income taxes		(51.3	)		(1,997.5	)		(177.0	)		(17.4	)
Income tax provision		(28.5	)		(21.3	)		(28.4	)		(17.1	)
Loss from continuing operations		(79.8	)		(2,018.8	)		(205.4	)		(34.5	)
Less: Net loss attributable to noncontrolling interests		8.6			8.6			17.2			15.6
Net loss from continuing operations attributable to controlling interest	$	(71.2	)	$	(2,010.2	)	$	(188.2	)	$	(18.9	)
Per share information attributable to shareholders:
Basic net loss from continuing operations per common share	$	(0.31	)	$	(8.82	)	$	(0.84	)	$	(0.09	)
Diluted net loss from continuing operations per common share	$	(0.31	)	$	(8.82	)	$	(0.84	)	$	(0.09	)
Weighted average number of common shares outstanding:
Basic		227.9			227.9			224.1			220.5
Diluted		227.9			227.9			224.1			220.5

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LIONS GATE ENTERTAINMENT CORP.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AND CONSOLIDATED BALANCE SHEET DATA

	As of March 31,
	Pro Forma New Lionsgate			Historical Lions Gate Entertainment Corp.
	2023			2023		2022
	(Amounts in millions)
Balance Sheet Data:
Total assets	$	4,304.3		$	7,426.2	$	8,991.2
Total liabilities		4,834.6			6,296.6		5,986.6
Redeemable noncontrolling interest		343.6			343.6		321.2
Total Lions Gate Entertainment Corp. shareholders’ equity (deficit)		(875.4	)		784.5		2,681.6
Noncontrolling interests		1.5			1.5		1.8
Total equity (deficit)		(873.9	)		786.0		2,683.4
Total liabilities, redeemable noncontrolling interest and equity		4,304.3			7,426.2		8,991.2

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RISK FACTORS

You should carefully consider the following risks and other information in this joint information/proxy statement in evaluating New Lionsgate, New Lionsgate common stock and the separation. Any of the following risks and uncertainties could materially adversely affect New Lionsgate’s or New Starz’s business, financial condition or results of operations, as applicable. The risk factors have been separated into three general groups:  risks related to New Lionsgate and the Studio Business (which risk factors assume the completion of all of the transactions described in this joint information/proxy statement, including the separation), risks related to the separation, risks related to the Starz Business as operated by New Starz following the separation, if it is completed, and risks related to New Lionsgate common stock. This section discusses New Lionsgate’s business as constituting Lionsgate’s businesses, including the Studio Business and excluding the Starz Business, assuming the completion of all of the transactions described in this joint information/proxy statement, including the separation.

Risks Related to New Lionsgate and the Studio Business

New Lionsgate faces substantial capital requirements and financial risks.

The production, acquisition and distribution of motion picture and television content requires substantial capital. A significant amount of time may elapse between expenditure of funds and the receipt of revenues after release or distribution of such content and New Lionsgate cannot assure you that it is able to successfully implement arrangements to reduce the risks of production exposure such as tax credit, government or industry programs. Additionally, New Lionsgate may experience delays and increased expenditures due to disruptions or events beyond its control and if production incurs substantial budget overruns, New Lionsgate may have to seek additional financing or fund the overrun itself. New Lionsgate cannot make assurances regarding the availability of such additional financing on terms acceptable to it, or that it will recoup these costs. Increased costs or budget overruns incurred with respect to a particular film may prevent a picture from being completed or released or may result in a delayed release and the postponement to a potentially less favorable date, all of which could cause a decline in box office performance, and, thus, the overall financial success of such film. Any of the foregoing could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects.

New Lionsgate may incur significant write-offs if its projects do not perform well enough to recoup costs.

New Lionsgate will be required to amortize capitalized production costs over the expected revenue streams as it recognizes revenue from films or other projects. The amount of production costs that will be amortized each quarter depends on, among other things, how much future revenue New Lionsgate expects to receive from each project. Unamortized production costs are evaluated for impairment each reporting period on a project-by-project basis when events or changes in circumstances indicate that the fair value of a film is less than its unamortized cost. These events and changes in circumstances include, among others, an adverse change in the expected performance of a film prior to its release, actual costs substantially in excess of budgeted cost for the film, delays or changes in release plans and actual performance subsequent to the film’s release being less than previously expected performance estimates. In any given quarter, if New Lionsgate lowers its previous forecast with respect to total anticipated revenue from any film or other project or increases its previous forecast of cost of making or distribution of the film, New Lionsgate may be required to accelerate amortization or record impairment charges with respect to the unamortized costs, even if it previously recorded impairment charges for such film or other project. Such impairment charges could adversely impact the business, operating results and financial condition.

Changes in New Lionsgate’s business strategy, plans for growth or restructuring may increase its costs or otherwise affect its profitability.

As changes in New Lionsgate’s business environment occur, it may adjust its business strategies to meet these changes, which may include growing a particular area of business or restructuring a particular business or asset. In addition, external events including changing technology, changing consumer patterns, acceptance of its

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theatrical offerings and changes in macroeconomic conditions may impair the value of its assets. When these occur, New Lionsgate may incur costs to change its business strategy and may need to write down the value of assets. New Lionsgate may also make investments in existing or new businesses. Some of these investments may have negative or low short-term returns and the ultimate prospects of the businesses may be uncertain or may not develop at a rate that supports its level of investment. In any of these events, New Lionsgate’s costs may increase, it may have significant charges associated with the write-down of assets, or returns on new investments may be lower than prior to the change in strategy, plans for growth or restructuring.

New Lionsgate’s revenues and results of operations may fluctuate significantly.

New Lionsgate’s results of operations will depend significantly upon the commercial success of the motion picture, television and other content that it sells, licenses or distributes, which cannot be predicted with certainty. In particular, the underperformance at the box office of one or more motion pictures in any period may cause its revenue and earnings results for that period (and potentially, subsequent periods) to be less than anticipated. New Lionsgate’s results of operations may also fluctuate due to the timing, mix, number and availability of theatrical motion picture and home entertainment releases, as well as license periods for content. Moreover, low ratings for television programming produced by New Lionsgate may lead to the cancellation of a program which may result in significant impairment charges in a given period, and can negatively affect license fees for the cancelled program in future periods. Lionsgate is not aware of any current material cancellation of motion pictures, content that it sells, licenses or distribution agreements. In addition, the comparability of results may be affected by changes in accounting guidance or changes in New Lionsgate’s ownership of certain assets and businesses. As a result of the factors above, New Lionsgate’s results of operations may fluctuate and differ from period to period, and therefore, may not be indicative of the results for any future periods or directly comparable to prior reporting periods.

The Studio Business does not have long-term arrangements with many of its production or co-financing partners.

With respect to the Studio Business, Lionsgate typically does not enter into long-term production contracts with the creative producers of motion picture and television content that it produces, acquires or distributes. Moreover, New Lionsgate generally will have certain derivative rights that provide it with distribution rights to, for example, prequels, sequels and remakes of certain content it produces, acquires or distributes. There is no guarantee that New Lionsgate will produce, acquire or distribute future content by any creative producer or co-financing partner, and a failure to do so could adversely affect its business, financial condition, operating results, liquidity and prospects.

The Studio Business relies on a few major retailers and distributors and the loss of any of those could reduce its revenues and operating results.

A small number of retailers and distributors account for a material percentage of the revenues in home entertainment for the Motion Picture segment of the Studio Business. The Studio Business does not have long-term agreements with retailers. In addition, in fiscal 2023, 2022 and 2021, the Studio Business generated approximately 25%, 20% and 10%, respectively, of its revenue from the Starz Business, and in fiscal 2023, 2022 and 2021, the Studio Business generated approximately 11%, 9% and 15%, respectively, of its revenue from Amazon.com, Inc. and its subsidiaries. New Lionsgate cannot assure you that it will maintain favorable relationships with its retailers and distributors (including the Starz Business following the separation) or that they will not be adversely affected by economic conditions, including as a result of global pandemics, such as COVID-19, wars, such as Russia’s invasion of Ukraine (including sanctions therefrom, though Lionsgate and, to the knowledge of Lionsgate, its directors and executive officers have not been, and are not expected to be, subject to any sanctions related to Russia’s invasion of Ukraine), rising interest rates, inflation or a recession. For additional information, see Note 16 to the combined audited financial statements of the Studio Business in this joint information/proxy statement. For information regarding charges related to Russia’s invasion of Ukraine included in direct operating expenses for fiscal 2022, see page 162 of Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Studio Business of Lions Gate Entertainment Corp. (Supplemental).

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A significant portion of the Studio Business’ library revenues comes from a small number of titles.

The Studio Business depends on a limited number of titles in any given fiscal quarter for the majority of the revenues generated by its library. In addition, many of the titles in its library are not presently distributed and generate substantially no revenue. Moreover, its rights to the titles in its library vary; in some cases, the Studio Business only holds the right to distribute titles in certain media and territories for a limited term. If New Lionsgate cannot acquire new product and the rights to popular titles through production, distribution agreements, acquisitions, mergers, joint ventures or other strategic alliances, or renew expiring rights to titles generating a significant portion of its revenue on acceptable terms, any such failure could have a material adverse effect on its business, financial condition, operating results, liquidity and prospects. Lionsgate has not entered into any agreements regarding material acquisitions of titles, renewals, business combinations, joint ventures or sales that are pending. Completed material acquisitions have been previously disclosed in the reports of Lionsgate that have been filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The impact of the COVID-19 global pandemic could continue to materially and adversely affect the Studio Business and its financial condition and results of operations.

Since fiscal 2020, the economic, social and regulatory impacts associated with the COVID-19 global pandemic, continued measures to prevent its spread, and the resulting economic uncertainty, have affected the Studio Business in a number of ways. The Studio Business experienced delays in theatrical distribution of its films, both domestically and internationally, as well as delays in the production of film and television content (resulting in changes in future release dates for some titles and series). Although film and television production have generally resumed in full, disruption of production activities could occur again, depending on local circumstances. New Lionsgate cannot predict whether productions will be paused again or the impact of incremental costs required to adhere to new health and safety protocols. Additionally, although theaters have generally reopened, New Lionsgate is not able to accurately predict if and at what level consumers will return to movie theaters. The Studio Business has incurred and New Lionsgate may incur additional costs to address any government regulations and the safety of its employees and talent. All of these impacts could place limitations on its ability to execute its business plan and materially and adversely affect its business, financial condition and results of operations.

Changes in consumer behavior, as well as evolving technologies and distribution models, may negatively affect New Lionsgate’s business, financial condition or results of operations.

New Lionsgate’s success, in part, depends on its ability to anticipate and adapt to shifting content consumption patterns. The ways in which viewers consume content, and technology and business models in its industry, continue to evolve, and new distribution platforms, as well as increased competition from new entrants and emerging technologies, have added to the complexity of maintaining predictable revenues. Developments in technology and new content delivery products and services have also led to an increased amount of video content, as well as changes in consumers’ expectations regarding the availability of video content and their willingness to pay for access to such content. These changes include the increase in the number of advertising-based video on demand services or free, ad-supported streaming linear channels (also known as FAST channels) or increased cord-cutting. If New Lionsgate fails to successfully exploit emerging technologies and effectively anticipate or adapt to emerging competitors, content distribution platforms, changes in consumer behavior and shifting business models, this could have a material adverse effect on its competitive position, business, financial condition and results of operations.

New Lionsgate expects to face substantial competition in all aspects of its business.

New Lionsgate will be an independent distributor and producer. Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations that can provide both the means of distributing their products and stable sources of earnings that may allow them to better offset fluctuations in the financial performance of their motion picture operations and television production operations.

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New Lionsgate faces economic, political, regulatory, and other risks from doing business internationally.

New Lionsgate has operations and distributes content outside the U.S. and derives revenue from international sources. As a result, its business is subject to certain risks inherent in international business, many of which are beyond its control. These risks may include:

• difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions;

• laws and policies adversely affecting trade, investment and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws;

• sanctions imposed on countries, entities and individuals with whom it conducts business (such as those imposed due to Russia’s invasion of Ukraine);

• the impact of trade disputes; anti-corruption laws and regulations such as the Foreign Corrupt Practices Act and the U.K. Bribery Act that impose strict requirements on how New Lionsgate may conduct its foreign operations and changes in these laws and regulations;

• changes in local regulatory requirements including regulations designed to stimulate local productions, promote and preserve local culture and economic activity (including local content quotas, investment obligations, local ownership requirements, and levies to support local film funds);

• differing degrees of consumer protection laws and changes in these laws;

• differing degrees of employee or labor laws and changes in these laws that may impact our ability to hire and retain foreign employees;

• strikes or other employment actions that may make it difficult to produce and/or localize content;

• censorship requirements that may cause New Lionsgate to remove or edit popular content, leading to consumer disappointment, brand tarnishment or consumer dissatisfaction;

• inability to adapt New Lionsgate’s offerings successfully to differing languages, cultural tastes, and preferences in international markets;

• international jurisdictions where laws are less protective of intellectual property and varying attitudes towards the piracy of intellectual property;

• establishing and protecting a new brand identity in competitive markets;

• the instability of foreign economies and governments;

• currency exchange restrictions, export controls and currency devaluation risks in some foreign countries;

• war and acts of terrorism; and

• the spread of communicable diseases (such as the COVID-19 global pandemic), which may impact business in such jurisdictions.

New Lionsgate’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation, fines and penalties, disruptions of its business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences.

New Lionsgate will be subject to risks associated with possible acquisitions, dispositions, business combinations, or joint ventures.

From time to time, New Lionsgate may engage in discussions and activities with respect to possible acquisitions, sale of assets, business combinations, joint ventures intended to complement or expand its business

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or other transactions. However, New Lionsgate may not realize the anticipated benefit from the transactions it pursues; there may be liabilities assumed that it did not discover or that it underestimated in the course of performing its due diligence; the negotiation of the transaction and the integration of the acquired business could require New Lionsgate to incur significant costs and cause diversion of management’s time and resources; the transaction could result in impairment of goodwill and other intangibles, development write-offs and other related expenses; the transaction may pose challenges in the consolidation and integration of information technology, accounting systems, personnel and operations; and New Lionsgate may have difficulty managing the combined entity in the short term if it experiences a significant loss of management personnel during the transition period after a significant acquisition. No assurance can be given that expansion, acquisition or other opportunities will be successful, completed on time, or that New Lionsgate will realize expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits. Any of the foregoing could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects. If New Lionsgate determines to sell individual properties, libraries or other assets or businesses, it will benefit from the net proceeds realized from such sales. However, New Lionsgate’s revenues may suffer in the long-term due to the disposition of a revenue generating asset, or the timing of such dispositions may be poor, causing New Lionsgate to fail to realize the full value of the disposed asset, all of which may diminish its ability to service its indebtedness and repay its notes and its other indebtedness at maturity. Furthermore, New Lionsgate’s future growth may be inhibited if the disposed asset contributed in a significant way to the diversification of its business platform.

New Lionsgate’s success will depend on attracting and retaining key personnel and artistic talent.

New Lionsgate’s success will depend upon the continued efforts, abilities and expertise of its executive teams and other key employees, including production, creative and technical personnel, including, in turn, on its ability to identify, attract, hire, train and retain such personnel. New Lionsgate expects to have employment agreements with top executive officers and production executives but does not expect to have significant “key person” life insurance policies for any employee. Although it is standard in the industry to rely on employment agreements as a method of retaining the services of key employees, these agreements cannot assure New Lionsgate of the continued services of such employees. In addition, New Lionsgate will depend on the availability of a number of actors, writers, directors and producers of third-party production companies who create its original programming. New Lionsgate cannot assure you that it will be successful in identifying, attracting, hiring, training and retaining such personnel in the future, and New Lionsgate’s inability to do so could have a material adverse effect on its business, financial condition, operating results, liquidity and prospects.

Global economic turmoil and regional economic conditions could adversely affect New Lionsgate’s business.

Global economic turmoil resulting from such events as global pandemics, wars, inflation, rising interest rates, bank failures or a recession, may cause a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, levels of intervention from U.S. federal government and other foreign governments, decreased consumer confidence, overall slower economic activity and extreme volatility in credit, equity and fixed income markets. A decrease in economic activity in the U.S. or in other regions of the world in which New Lionsgate will do business could adversely affect demand for its content, thus reducing its revenues and earnings. A decline in economic conditions could reduce performance of theatrical and home entertainment releases. In addition, an increase in price levels generally could result in a shift in consumer demand away from the entertainment offered, which could also adversely affect New Lionsgate revenues and, at the same time, increase costs. Moreover, financial institution failures may make it more difficult to finance any future acquisitions, or engage in other financing activities.

New Lionsgate could be adversely affected by labor disputes, strikes or other union job actions.

The Studio Business is directly or indirectly dependent upon highly specialized union members who are essential to the production of motion pictures and television content including writers, directors, actors and other

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talent as well as trade employees and others who are subject to collective bargaining agreements. In general, a labor dispute, work stoppage, work slowdown, strike by, or a lockout of, one or more of the unions that provide personnel essential to the production of motion pictures or television content, including the ongoing strike by the Writers’ Guild of America, and/or potential strikes from the Screen Actors Guild, could delay or halt the Studio Business’s ongoing development and/or production activities, or could cause a delay or interruption in release of new motion pictures and television content. Labor disputes may restrict access to content, result in work stoppages, and may result in increased costs and decreased revenue, which could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects.

Business interruptions from circumstances or events out of New Lionsgate’s control could adversely affect New Lionsgate’s operations.

The operations of the Studio Business are vulnerable to outages and interruptions due to fire, floods, power loss, telecommunications failures, global pandemics such as COVID-19, work stoppages and strikes, and similar events beyond its control. New Lionsgate’s headquarters will be located in Southern California, which is subject to natural disasters such as earthquakes, wildfires and flooding. In the event of a short-term power outage, New Lionsgate may have uninterrupted power source equipment designed to protect its equipment. A long-term power outage, however, could disrupt its operations.

Although New Lionsgate may carry business interruption insurance for potential losses (including earthquake-related losses), there can be no assurance that such insurance will be sufficient to compensate for losses that may occur or that such insurance may continue to be available on affordable terms. Any losses or damages incurred by New Lionsgate could have a material adverse effect on its business, financial condition, operating results, liquidity and prospects.

Protecting and defending against intellectual property claims may have a material adverse effect on New Lionsgate’s business.

New Lionsgate’s ability to compete depends, in part, upon successful protection of its intellectual property. New Lionsgate will attempt to protect its proprietary and intellectual property rights to its productions through available copyright and trademark laws and licensing and distribution arrangements with reputable international companies in specific territories and media for limited durations. Despite these precautions, existing copyright and trademark laws afford only limited practical protection in certain countries where the Studio Business distributes its products. As a result, it may be possible for unauthorized third parties to copy and distribute New Lionsgate’s productions or certain portions or applications of its intended productions, which could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects. Litigation may also be necessary to enforce New Lionsgate’s intellectual property rights, to protect its trade secrets, or to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Any such litigation, infringement or invalidity claims could result in substantial costs and the diversion of resources and could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects. New Lionsgate’s more successful and popular film or television products or franchises may experience higher levels of infringing activity, particularly around key release dates. Alleged infringers have claimed and may claim that their products are permitted under fair use or similar doctrines, that they are entitled to compensatory or punitive damages because New Lionsgate’s efforts to protect its intellectual property rights are illegal or improper, and that New Lionsgate’s key trademarks or other significant intellectual property are invalid. Such claims, even if meritless, may result in adverse publicity or costly litigation. New Lionsgate will vigorously defend its copyrights and trademarks from infringing products and activity, which can result in litigation. It may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurance that a favorable final outcome will be obtained in all cases. Additionally, one of the risks of the film and television production business is the possibility that others may claim that New Lionsgate’s productions and production techniques misappropriate or infringe the intellectual property rights of third parties. From time to time, New Lionsgate may be subject to claims and legal proceedings

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regarding alleged infringement by it of the intellectual property rights (including patents) of third parties. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, require the development of alternative technology or business practices, injunctions against New Lionsgate, or payments for licenses or damages. These risks may be amplified by the increase in third parties whose sole or primary business is to assert such claims. Regardless of the validity or the success of the assertion of any such claims, New Lionsgate could incur significant costs and diversion of resources in enforcing its intellectual property rights or in defending against such claims, which could have a material adverse effect on its business, financial condition, operating results, liquidity and prospects.

The Studio Business involves risks of liability claims for content of material, which could adversely affect New Lionsgate’s business, results of operations and financial condition.

As a distributor of media content, New Lionsgate may face potential liability for defamation, invasion of privacy, negligence, copyright or trademark infringement, claims related to the adult nature of some of its content, other claims based on the nature and content of the materials distributed, or statements made by personnel or talent regarding or promoting those materials or attributable to its business. These types of claims have been brought, sometimes successfully, against producers and distributors of media content. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage could have a material adverse effect on New Lionsgate’s business, financial condition, operating results, liquidity and prospects.

Piracy of films and television programs could adversely affect New Lionsgate’s business over time.

Piracy is extensive in many parts of the world and is made easier by the availability of digital copies of content and technological advances allowing conversion of films and television content into digital formats. This trend facilitates the creation, transmission and sharing of high quality unauthorized copies of motion pictures and television content. The proliferation of unauthorized copies of these products has had and will likely continue to have an adverse effect on the Studio Business, because these products reduce the revenue it may receive from distribution. In order to contain this problem, New Lionsgate may have to implement elaborate and costly security and anti-piracy measures, which could result in significant expenses and losses of revenue. New Lionsgate cannot assure you that even the highest levels of security and anti-piracy measures will prevent piracy.

Service disruptions or failures of New Lionsgate or its third-party service providers’ information systems may disrupt its businesses, damage its reputation, expose it to regulatory investigations, actions, litigation, fines and penalties or have a negative impact on its results of operations including but not limited to a loss of revenue or profit, loss of customers or sales and other adverse consequences.

In the ordinary course of its business, New Lionsgate and the third parties on which it relies may process proprietary, confidential and sensitive data, including personal information, intellectual property and trade secrets (collectively, sensitive information). New Lionsgate’s ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about New Lionsgate from public sources, data brokers, or other means that reveals competitively sensitive details about its organization and could be used to undermine its competitive advantage or market position. Threats, such as cyberattacks, malicious internet-based activity, and online and offline fraud are becoming more prevalent and are increasingly difficult to detect. These threats come from a variety of sources, including traditional computer “hackers,” threat actors, personnel (such as through theft or misuse), sophisticated nation-states, and nation-state-supported actors. New Lionsgate and the third parties upon which it relies may be subject to a variety of evolving threats, including but not limited to social-engineering attacks, malicious code, malware, denial-of-service attacks, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures and other similar threats. In particular, ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in operations, loss of data and income,

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reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but New Lionsgate may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Similarly, supply-chain attacks have increased in frequency and severity, and New Lionsgate cannot guarantee that third parties and infrastructure in its supply chain or its third-party partners’ supply chains will not be compromised. Further, a partially remote workforce created by the COVID-19 global pandemic poses increased risks to its information technology systems and data, as certain employees of the Studio Business work from home on a full or part-time basis, utilizing network connections outside its premises. Business transactions (such as acquisitions or integrations) could expose New Lionsgate to additional cybersecurity risks and vulnerabilities, as New Lionsgate’s systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.

Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to New Lionsgate’s sensitive information. A security incident or other interruption could disrupt New Lionsgate’s ability (and that of third parties upon whom it relies) to provide its services. New Lionsgate may expend significant resources or modify its business activities to try to protect against security incidents. Certain data privacy and security obligations may require New Lionsgate to implement and maintain specific security measures, industry-standard or reasonable security measures to protect its information technology systems and sensitive information. While the Studio Business has implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective. New Lionsgate will take steps to detect and remediate vulnerabilities but may not be able to detect all vulnerabilities because the threats and techniques used to exploit change frequently and are often sophisticated in nature. Therefore, such vulnerabilities could be exploited but may not be detected until after a security incident has occurred. These vulnerabilities pose material risk to New Lionsgate’s business.

Applicable data privacy and security obligations may require New Lionsgate to notify relevant stakeholders of security incidents. Such disclosures are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences. If New Lionsgate (or a third party upon which it relies) experiences a security incident or is perceived to have experienced a security incident, New Lionsgate may experience adverse consequences such as:  government enforcement actions; additional reporting requirements and/or oversight; restrictions on processing sensitive information; litigation; indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in its operations; financial loss; and other similar harms. Security incidents and attendant consequences may negatively impact its ability to grow and operate its business. New Lionsgate’s contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in its contracts are sufficient to protect it from liabilities, damages, or claims related to its data privacy and security obligations. New Lionsgate cannot be sure that its insurance coverage will be adequate or sufficient to protect it from or to mitigate liabilities arising out of its privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

Shutdowns or service disruptions of New Lionsgate’s information systems or network caused by power outages, natural disasters, extreme weather, terrorist attacks, pandemics (such as the COVID-19 global pandemic), wars (such as Russia’s invasion of Ukraine), or other similar events pose increasing risks. Shutdowns or disruption from such events could have an adverse impact on New Lionsgate and its customers, including degradation or disruption of service, loss of data, release or threatened release of data publicly, misuse or threatened misuse of data, and damage to equipment and data. System redundancy may be ineffective or inadequate, and New Lionsgate’s disaster recovery planning may not be sufficient to cover everything that could happen. Significant events could result in a disruption of New Lionsgate’s operations, reduced revenues, the loss of or damage to the integrity of data used by management to make decisions and operate its business, damage to its reputation or brands or a loss of customers. New Lionsgate may not have adequate insurance coverage to compensate it for any losses associated with such events.

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New Lionsgate may rely upon “cloud” computing services to operate certain aspects of its service and any disruption of or interference with its use of its “cloud” computing servicer could impact its operations and its business could be adversely impacted.

New Lionsgate may utilize “cloud” computing services to deliver a distributed computing infrastructure platform for its business operations. New Lionsgate may architect its software and computer systems so as to utilize data processing, storage capabilities and other services provided by its current “cloud” computing service provider and run its computing via such “cloud” computing service provider. Given this, along with the fact that switching “cloud” computing services to another provider may be difficult, any problems faced by New Lionsgate’s “cloud” computing provider, including technological or business related disruptions, as well as cybersecurity threats and regulatory interference, or any unanticipated interference with its current “cloud” service provider could impact New Lionsgate’s operations and its business could be adversely impacted.

New Lionsgate’s activities are subject to stringent and evolving obligations which may adversely impact its operations. New Lionsgate’s actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation, fines and penalties, disruptions of its business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences.

Data Privacy and Security. In the ordinary course of its business, New Lionsgate collects, generates, uses, stores, processes, discloses, transmits, shares, and transfers (collectively “processing”) personal information and other sensitive information, including proprietary and confidential business data, trade secrets, intellectual property, and sensitive third-party data, through its websites and applications and those of third parties. Among other purposes, New Lionsgate uses this information to engage with users, promote its content, and monitor the use of its digital platforms. New Lionsgate’s collection and use of personal information may subject it to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data privacy and security.

In the U.S., federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws. For example, the California Consumer Privacy Act of 2018 (“CCPA”) applies to personal information of consumers, business representatives, and employees, and requires businesses to provide specific disclosures in privacy notices and honor requests of California residents to exercise certain privacy rights. The CCPA allows for civil penalties (up to $7,500 per violation) and allows private litigants affected by certain data breaches to recover significant statutory damages. In addition, the California Privacy Rights Act of 2020, expands the CCPA’s requirements, including by adding a new right for individuals to correct their personal information and establishing a new regulatory agency to implement and enforce the law. Other states, including Colorado and Virginia, have passed comprehensive privacy laws, and similar laws are being considered in several other states, as well as at the federal and local levels. These developments further complicate compliance efforts and increase legal risk and compliance costs for New Lionsgate and the third parties upon whom New Lionsgate relies.

Outside the U.S., an increasing number of laws, regulations, and industry standards apply to data privacy and security. For example, the European Union’s General Data Protection Regulation (“EU GDPR”), the United Kingdom’s GDPR, Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais (Law No. 13,709/2018) and Canada’s Personal Information Protection and Electronic Documents Act impose strict requirements for processing personal data. For example, under the EU GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 20 million Euros or 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests. Additionally, under various privacy laws and other obligations, New Lionsgate may be required to obtain certain

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consents to process personal data. New Lionsgate’s inability or failure to do so could result in adverse consequences.

In the ordinary course of business, New Lionsgate may transfer personal data from Europe and other jurisdictions to the U.S. or other countries. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (“EEA”) and the United Kingdom have significantly restricted the transfer of personal data to the U.S. and other countries whose privacy laws it believes are inadequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and the United Kingdom to the U.S. in compliance with law, such as the EEA and the United Kingdom’s standard contractual clauses, these mechanisms are subject to legal challenges, and there is no assurance that New Lionsgate can satisfy or rely on these measures to lawfully transfer personal data to the U.S.

If there is no lawful manner for New Lionsgate to transfer personal data from the EEA, the United Kingdom or other jurisdictions to the U.S., or if the requirements for a legally-compliant transfer are too onerous, New Lionsgate could face significant adverse consequences, including the interruption or degradation of its operations, the need to relocate part of or all its business or data processing activities to other jurisdictions at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against processing or transferring of personal data necessary to operate the business. Additionally, some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of the EEA for allegedly violating the GDPR’s cross-border data transfer limitations.

New Lionsgate is also bound by contractual obligations related to data privacy and security, and its efforts to comply with such obligations may not be successful. For example, certain privacy laws, such as the GDPR and the CCPA, require specific contractual restrictions on service providers. New Lionsgate publishes privacy policies, marketing materials and other statements regarding data privacy and security. If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of New Lionsgate’s practices, New Lionsgate may be subject to investigation, enforcement actions by regulators or other adverse consequences.

Obligations related to data privacy and security are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires significant resources and may necessitate changes to its information technologies, systems, and practices and to those of any third parties that process personal data on New Lionsgate’s behalf. New Lionsgate may at times fail (or be perceived to have failed) in efforts to comply with data privacy and security obligations. Moreover, despite its efforts, New Lionsgate’s personnel or third parties upon whom New Lionsgate relies may fail to comply with such obligations, which could negatively impact its business operations and compliance posture. If New Lionsgate or the third parties on which it relies fail, or are perceived to have failed, to address or comply with applicable data privacy and security obligations, New Lionsgate could face significant consequences, including, but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-action claims); additional reporting requirements and/or oversight; bans on processing personal data; or orders to destroy or not use personal data. Any of these events could have a material adverse effect on New Lionsgate’s reputation, business, or financial condition, including, but not limited to: loss of customers; interruptions or stoppages in business operations; inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize its products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to New Lionsgate’s business model or operations.

Consumer Protection Laws. The continued growth and development of the market for online commerce may lead to more stringent consumer protection laws both domestically and internationally, which may impose

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additional burdens on New Lionsgate. In the U.S., some examples include the Children’s Online Privacy Protection Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, and the Video Privacy Protection Act. In addition, many states have enacted laws regulating automatically renewing online subscription services. If authorities start taking increased enforcement action related to statutes governing perceived unfair deceptive acts and practices, New Lionsgate could suffer additional costs, complaints and/or regulatory investigations or fines. Other changes in consumer protection laws and the interpretations thereof, could have a materially adverse effect on New Lionsgate’s business, financial condition and results of operations.

New Lionsgate may incur debt obligations that could adversely affect its business and profitability and its ability to meet other obligations.

New Lionsgate may complete one or more financing transactions on or prior to the completion of the separation. As a result of such transactions, New Lionsgate anticipates having approximately $[                ] million of indebtedness upon completion of the separation. New Lionsgate may also incur additional indebtedness in the future. As of March 31, 2023 and 2022, the Studio Business has corporate debt of approximately $1,259.9 million and $1,482.7 million, respectively, and film related obligations of approximately $1,951.5 million and $1,313.8 million, respectively, and the Studio Business’ revolving credit facility provides for unused commitments of $1.25 billion in each respective period. The Studio Business’s debt service obligations on its corporate debt and film related obligations outstanding as of March 31, 2023 over the next twelve months is estimated to be approximately $1,105.0 million. This amount is based on the applicable LIBOR and SOFR rates as of March 31, 2023, and is net of payments and receipts from the Studio Business’s interest rate swaps and excludes amounts that may be required for future borrowings under the Studio Business revolving line of credit which had no balance outstanding as of March 31, 2023. Interest paid on the weighted average borrowings under the line of credit of approximately $239.8 million amounted to $12.9 million during the fiscal year ended March 31, 2023. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Studio Business of Lions Gate Entertainment Corp. (Supplemental)—Accounts Receivable Monetization and Governmental Incentives—Uses of Cash—Material Cash Requirements from Known Contractual and Other Obligations” for more information.

This significant amount of debt could potentially have important consequences to New Lionsgate and its debt and equity investors, including:

• requiring a substantial portion of its cash flow from operations to make interest payments;

• making it more difficult to satisfy debt service and other obligations;

• increasing the risk of a future credit ratings downgrade of its debt, which could increase future debt costs and limit the future availability of debt financing;

• increasing its vulnerability to general adverse economic and industry conditions;

• reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow its business;

• limiting New Lionsgate’s flexibility in planning for, or reacting to, changes in its business and the industry;

• placing New Lionsgate at a competitive disadvantage relative to its competitors that may not be as highly leveraged with debt; and

• limiting New Lionsgate’s ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase New Lionsgate common stock.

To the extent that New Lionsgate incurs additional indebtedness, the foregoing risks could increase. In addition, New Lionsgate’s actual cash requirements in the future may be greater than expected. Its cash flow from operations may not be sufficient to repay all of the outstanding debt as it becomes due, and New Lionsgate may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance its debt. For more information, see “Description of New Lionsgate Material Indebtedness.”

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The Internal Revenue Service may not agree that New Lionsgate should be treated as a non-U.S. corporation for U.S. federal tax purposes and may not agree that its U.S. affiliates should not be subject to certain adverse U.S. federal income tax rules.

Under current U.S. federal tax law, a corporation is generally considered for U.S. federal tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Because New Lionsgate will be incorporated outside of the U.S., it would generally be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules. However, Section 7874 of the Internal Revenue Code (the “Code”) (“Section 7874”) provides an exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation (or surrogate foreign corporation) for U.S. federal tax purposes if it acquires a domestic entity (referred to as a “domestic entity acquisition”), and after the domestic entity acquisition, 80% or more (by vote or value) of the non-U.S. incorporated entity’s stock (60% or more for purposes of a surrogate foreign corporation determination) is held by former shareholders of the domestic entity by reason of holding stock in the domestic entity. This exception generally does not apply to situations in which, prior to the domestic entity acquisition, 80% or more (by vote and value) of the stock of the domestic entity was held directly or indirectly by a parent corporation (referred to as the “common parent”), and, after the domestic entity acquisition, the same common parent holds 80% or more (by vote and value) of the stock of the non-U.S. incorporated entity (referred to as the “internal group restructuring exception”). The internal group restructuring exception is preserved notwithstanding the common parent’s related transfer of the non-U.S. incorporated entity stock to its shareholders.

There is limited guidance regarding the application of Section 7874, including the application of the rules to the facts as they may exist at the time of the closing of the separation. If New Lionsgate were to be treated as a U.S. corporation for federal tax purposes, it could be subject to substantially greater U.S. tax liability than currently contemplated as a non-U.S. corporation. In addition, non-U.S. shareholders of New Lionsgate would be subject to U.S. withholding tax on the gross amount of any dividends paid by us to such shareholders (subject to an exemption or reduced rate available under an applicable tax treaty). Alternatively, if New Lionsgate were to be treated as a surrogate foreign corporation for federal tax purposes, it and its U.S. affiliates (including the U.S. affiliates historically owned by it) may, in some circumstances, be subject to certain adverse U.S. federal income tax rules (which, among other things, could retroactively increase its transition tax under Section 965 from 8%-15.5% to 35% (as well as that of its prospective U.S. acquiror as the case may be) and limit its ability to utilize certain U.S. tax attributes to offset U.S. taxable income, such as the use of net operating losses and certain tax credits, or to offset the gain resulting from certain transactions, such as from the transfer or license of property to a foreign related person during the 10-year period following the merger).

Future changes to U.S. and non-U.S. tax laws could adversely affect New Lionsgate.

The U.S. Congress, the Organisation for Economic Co-operation and Development (“OECD”) and other government agencies in jurisdictions where New Lionsgate and its affiliates will conduct business have had an extended focus on issues related to the taxation of multinational corporations. For the past several years, the primary focus has been in the area of “base erosion and profit shifting,” including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As part of its so-called Base Erosion and Profit Shifting (“BEPS”) project, OECD and the G-20 developed changes to numerous long-standing international tax principles. More recently, countries are increasingly seeking ways to tax what is sometimes referred to as the digitalized economy. For example, in response to the increasing globalization and digitalization of trade and business operations, OECD is working on a proposal as an extension of its BEPS project to establish a global minimum corporate taxation rate. The rules are designed to ensure that large multinational groups pay corporate income taxes at the minimum rate of 15% in the countries where they operate. The goal is for OECD members to enact domestic legislation implementing these rules by 2024.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. As discussed in more detail below, the U.S. recently enacted significant tax reform, and certain

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provisions of the new law may adversely affect it. Further, certain provisions of the Build Back Better Act passed by the House of Representatives but which failed to be enacted would have added new limitations on business interest deductions and tightened current rules on the base erosion and anti-abuse tax. Many countries in the European Union, as well as a number of other countries and organizations such as OECD, are increasingly scrutinizing the tax positions of companies and actively considering changes to existing tax laws that, if enacted, could increase its tax obligations in countries where it does business. For example, the United Kingdom has announced plans to increase its corporate tax rate from 19% to 25%, starting in April 2023. There can be no assurance that Canadian federal income tax laws, the judicial interpretation thereof, or the administrative policies and assessing practices of the Canada Revenue Agency will not be changed in a manner that adversely affects New Lionsgate or the holders of New Lionsgate common stock. If U.S. or other foreign tax authorities change applicable tax laws, its overall taxes could increase, and its business, financial condition or results of operations may be adversely impacted.

Changes in foreign, state and local tax incentives may increase the cost of original programming content to such an extent that they are no longer feasible.

Original programming requires substantial financial commitment, which can occasionally be offset by foreign, state or local tax incentives. However, there is a risk that the tax incentives will not remain available for the duration of a series. If tax incentives are no longer available or reduced substantially, it may result in increased costs for it to complete the production, or make the production of additional seasons more expensive. If New Lionsgate is unable to produce original programming content on a cost effective basis its business, financial condition and results of operations would be materially adversely affected.

New Lionsgate’s tax rate is uncertain and may vary from expectations.

There is no assurance that New Lionsgate will be able to maintain any particular worldwide effective corporate tax rate because of uncertainty regarding the tax policies in the jurisdictions in which it and its affiliates operate. New Lionsgate’s actual effective tax rate may vary from its expectations, and such variance may be material. Additionally, tax laws or their implementation and applicable tax authority practices in any particular jurisdiction could change in the future, possibly on a retroactive basis, and any such change could have an adverse impact on New Lionsgate and its affiliates.

Legislative or other governmental action in the U.S. could adversely affect New Lionsgate’s business.

Legislative action may be taken by the U.S. Congress that, if ultimately enacted, could limit the availability of tax benefits or deductions that New Lionsgate expects to claim, override tax treaties upon which it expects to rely, or otherwise increase the taxes that the U.S. imposes on New Lionsgate’s worldwide operations. Such changes could materially adversely affect New Lionsgate’s effective tax rate and/or require it to take further action, at potentially significant expense, to seek to preserve its effective tax rate. In addition, if proposals were enacted that had the effect of limiting New Lionsgate’s ability as a Canadian company to take advantage of tax treaties with the U.S., it could incur additional tax expense and/or otherwise incur business detriment.

Changes in, or interpretations of, tax rules and regulations, and changes in geographic operating results, may adversely affect New Lionsgate’s effective tax rates.

New Lionsgate is subject to income taxes in Canada, the U.S. and foreign tax jurisdictions. It also conducts business and financing activities between its entities in various jurisdictions and it is subject to complex transfer pricing regulations in the countries in which it operates. Although uniform transfer pricing standards are emerging in many of the countries in which it operates, there is still a relatively high degree of uncertainty and inherent subjectivity in complying with these rules. In addition, due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. New Lionsgate’s future effective tax rates could be affected by changes in tax laws or regulations or the interpretation thereof (including those affecting the

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allocation of profits and expenses to differing jurisdictions), by changes in the amount of revenue or earnings that it derives from international sources in countries with high or low statutory tax rates, by changes in the valuation of its deferred tax assets and liabilities, by changes in the expected timing and amount of the release of any tax valuation allowance, or by the tax effects of stock-based compensation. Unanticipated changes in its effective tax rates could affect its future results of operations. Further, New Lionsgate may be subject to examination of its income tax returns by federal, state, and foreign tax jurisdictions. New Lionsgate regularly assesses the likelihood of outcomes resulting from possible examinations to determine the adequacy of its provision for income taxes. In making such assessments, it exercises judgment in estimating its provision for income taxes. While New Lionsgate believes its estimates are reasonable, it cannot assure you that final determinations from any examinations will not be materially different from those reflected in its historical income tax provisions and accruals. Any adverse outcome from any examinations may have an adverse effect on its business and operating results, which could cause the market price of its securities to decline.

Risks Related to the Separation

The parties may be unable to achieve some or all of the benefits that they expect to achieve through the separation.

The parties to the separation may be unable to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed or may never occur at all. The separation is expected to provide the following benefits, among others:

• allow New Starz and New Lionsgate to more effectively pursue their own distinct operating priorities and strategies, and enable the management teams of each of the two companies to focus on strengthening their core businesses, and pursue distinct and targeted opportunities to accelerate revenue and profitability;

• allow each of New Starz and New Lionsgate to allocate its financial resources to meet the unique needs of its own business, enabling each company to sharpen its focus on distinct strategic priorities;

• allow each business to more effectively pursue its own distinct capital structures and capital allocation strategies;

• allow each of New Lionsgate and New Starz to more effectively articulate its own clear investment thesis for its business as a pure-play content studio and platform, respectively, operating in a world of vertically integrated conglomerates, in order to attract a long-term investor base suited to its business, and facilitate each company’s access to capital by providing investors with two distinct and targeted investment opportunities;

• continued participation by Lionsgate’s shareholders in New Starz’s and New Lionsgate’s future earnings or growth following the completion of the separation; and

• provide employees with stock-based compensation that more closely aligns with the performance of the underlying businesses.

The parties may not achieve these or other anticipated benefits for a variety of reasons, including, among others: (i) the separation will require significant amounts of management time and effort, which may divert management attention from operating and growing New Starz’s and New Lionsgate’s respective businesses and (ii) the other actions required to separate New Starz’s and New Lionsgate’s respective businesses prior to effective time could disrupt New Starz’s and New Lionsgate’s respective operations. If the parties fail to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, New Starz’s or New Lionsgate’s business, results of operations and financial condition could be materially and adversely affected.

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Challenges in the commercial and credit environment may adversely affect the expected benefits of the separation, the expected plans or anticipated timeline to complete the separation and future access to capital on favorable terms.

Volatility in the world financial markets could increase borrowing costs or affect New Lionsgate’s and New Starz’s ability to access the capital markets. New Lionsgate’s and New Starz’s ability to issue debt or enter into other financing arrangements on acceptable terms could be adversely affected if there is a material decline in the demand for each business’s content, products or in the solvency of its respective customers or suppliers or if there are other significantly unfavorable changes in economic conditions, such as a recession. These conditions may adversely affect the anticipated timeline to complete the separation and the expected benefits of the separation, including by increasing the time and expense involved in the separation.

The historical financial information of the Studio Business and pro forma financial information of Lionsgate included in this joint information/proxy statement is not necessarily representative of the results that New Lionsgate would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

As described elsewhere in this joint information/proxy statement, notwithstanding the legal form of the separation, for accounting and financial reporting purposes, the Starz Business will be presented as being spun-off from Lionsgate in a “reverse spin” in accordance with GAAP, specifically FASB Accounting Standards Codification 505-60, “Spinoff and Reverse Spinoffs,” primarily as a result of the relative significance of the Studio Business as compared to the Starz Business and the continued involvement of existing Lionsgate senior management with the Studio Business. Following the completion of the separation, New Lionsgate will report the historical consolidated results of operations of the Starz Business in discontinued operations. The historical information about the Studio Business in this joint information/proxy statement refers to the Studio Business as operated by and integrated with Lionsgate, excluding the Starz Business. The historical and pro forma financial information included in this joint information/proxy statement is derived from the consolidated financial statements and accounting records of Lionsgate. Accordingly, the historical and pro forma financial information included in this joint information/proxy statement does not necessarily reflect the financial condition, results of operations or cash flows that New Lionsgate would have achieved as a separate, publicly traded company during the periods presented or those that New Lionsgate will achieve in the future primarily as a result of the factors described below:

• Following the completion of the separation, New Lionsgate’s results of operations and cash flows are likely to be more volatile, and it may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which may or may not be available on terms acceptable to New Lionsgate and may be more costly.

• Currently, the Studio Business is integrated with the Starz Business. Historically, Lionsgate’s businesses shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. While Lionsgate has sought to minimize the impact on New Lionsgate when separating these arrangements, there is no guarantee these arrangements will continue to capture these benefits in the future.

• After the completion of the separation, the cost of capital for New Lionsgate’s business may be higher than Lionsgate’s cost of capital prior to the separation.

• New Lionsgate’s historical financial information does not reflect the debt that it will incur as part of the separation, including the financing discussed in the section entitled “Description of New Lionsgate Material Indebtedness.”

• The unaudited pro forma condensed consolidated financial information included in this joint information/proxy statement includes adjustments to reflect the divestiture of the Starz Business from Lionsgate. The pro forma adjustments are based upon available information and assumptions that

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management of Lionsgate believes are reasonable; however, actual outcomes may vary from such assumptions. In addition, the unaudited pro forma condensed consolidated financial information included in this joint information/proxy statement does not give effect to on-going costs that New Lionsgate may incur or may be eliminated in connection with being a stand-alone company.

Other significant changes may occur in New Lionsgate’s cost structure, management, financing and business operations as a result of operating as a company separate from New Starz. For additional information about the past financial performance of its business and the basis of presentation of the historical combined financial statements and the unaudited pro forma condensed consolidated financial statements of its business, see “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Selected Historical Combined Financial Data of the Studio Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Studio Business of Lions Gate Entertainment Corp. (Supplemental)” and the historical financial statements and accompanying notes included elsewhere in this joint information/proxy statement.

Following the completion of the separation, New Lionsgate will be a smaller, less diversified company than Lionsgate prior to the separation with a different financial profile.

The separation will result in New Lionsgate being a smaller, less diversified company than Lionsgate prior to the separation, with more limited business concentrated primarily in film and television production and distribution. As a result, the Studio Business following the completion of the separation may be more vulnerable to changing market conditions, which could have a material adverse effect on New Lionsgate’s business, financial condition and results of operations. In addition, the diversification of revenues, costs, and cash flows will diminish for New Lionsgate following the completion of the separation, such that its results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments, pay dividends and service debt may be diminished. Following the completion of the separation, New Lionsgate may also lose capital allocation efficiency and flexibility, as the Studio Business will no longer be able to use cash flow from Lionsgate.

Substantial sales of New Lionsgate common stock or New Starz common stock following the completion of the separation, or the perception that such sales might occur, could depress the market prices of New Lionsgate common stock or New Starz common stock, respectively, which are already expected to be significantly lower than the pre-separation market price of existing LGEC common stock due to New Starz no longer having any ownership interest in the Studio Business.

The post-separation market prices of New Lionsgate voting common stock and New Starz Class A common stock are each expected to be significantly lower than the pre-separation market price of existing Class A common stock and the post-separation market prices of New Lionsgate non-voting common stock and New Starz Class B common stock are each expected to be significantly lower than the pre-separation market price of existing Class B common stock. Following the completion of the separation, New Starz will no longer have an ownership interest in the Studio Business. In addition, any sales of substantial amounts of New Lionsgate common stock or New Starz common stock in the public market following the completion of the separation, or the perception that such sales might occur, could depress the market price of New Lionsgate common stock or New Starz common stock, respectively. In addition, the smaller size and different investment characteristics of each of New Lionsgate and New Starz following the completion of the separation as compared to Lionsgate prior to the separation may not appeal to the current investor base of Lionsgate, which could result in the disposition of shares of New Lionsgate common stock or New Starz common stock following the completion of the separation. There is no assurance that there will be sufficient buying interest to offset any such sales, and, accordingly, the prices of New Lionsgate common stock or New Starz common stock may be depressed by such sales and have periods of volatility. Lionsgate currently has, and immediately following the separation each of New Lionsgate and New Starz are expected to have, several shareholders who each hold a significant percentage of their respective outstanding common stock. If such shareholders sell a significant portion or all of their shares

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following the completion of the separation, the prices of New Lionsgate common stock or New Starz common stock may be depressed by such sales.

New Starz or New Lionsgate may fail to perform under the agreements that will be executed as part of the separation, and such failure to perform could have a material adverse effect on New Lionsgate’s or New Starz’s operations, respectively.

In connection with, and prior to, the separation, New Lionsgate and Lionsgate/New Starz will enter into the separation agreement and will also enter into certain other agreements, including a transition services agreement, a tax matters agreement, an employee matters agreement, a brand license agreement and agreements governing other commercial licensing arrangements between the parties. The separation agreement and other agreements, together with the documents and agreements by which the internal reorganization will be effected, will determine the allocation of assets and liabilities between the companies following the completion of the separation for those respective areas and will include any necessary indemnifications related to liabilities and obligations. The transition services agreement will provide for the performance of certain services by each company for the benefit of the other for a period of time after the separation. New Lionsgate will rely on New Starz, and New Starz will rely on New Lionsgate, to satisfy its performance and payment obligations under these agreements. If either New Lionsgate or New Starz is unable or unwilling to satisfy its respective obligations under these agreements, including its respective indemnification obligations, New Starz or New Lionsgate, as applicable, could incur operational difficulties and/or losses. If either New Lionsgate or New Starz does not have in place its own systems and services, or if it does not have agreements with other providers of these services once certain separation-related agreements expire, it may not be able to operate its business effectively, and its profitability may decline. New Starz is in the process of creating its own, or engaging third parties to provide, systems and services to replace many of the systems and services that are currently provided to it by Lionsgate. However, New Starz may not be successful in implementing these systems and services in a timely manner or at all, it may incur additional costs in connection with, or following, the implementation of these systems and services, and it may not be successful in transitioning data from current systems.

New Lionsgate or New Starz may be held liable to the other if it fails to perform under its agreements, and the performance of such services may negatively affect New Lionsgate’s or New Starz’s business and operations.

In connection with the separation, New Lionsgate and New Starz will enter into a transition services agreement that will provide for the performance of certain services by each company for the benefit of the other for a period of time after the separation. If New Lionsgate or New Starz do not satisfactorily perform their obligations under the agreement, they may be held liable for any resulting losses suffered by the other, subject to certain limits. In addition, during the transition services periods, New Lionsgate’s management and employees may be required to divert their attention away from its business in order to provide services to New Starz, which could adversely affect New Lionsgate’s business.

Certain of the agreements between New Lionsgate and New Starz may be on terms that differ from the terms each may have otherwise received from unaffiliated third parties.

The agreements New Lionsgate and Lionsgate/New Starz will enter into in connection with the separation, including the separation agreement, transition services agreement, tax matters agreement, employee matters agreement, a brand license agreement and agreements governing other commercial licensing arrangements described under “Certain Relationships and Related Party Transactions of New Lionsgate,” were prepared in the context of the separation while New Lionsgate and New Starz were still part of the same combined company. Accordingly, during the period in which the terms of those agreements were prepared, each of New Lionsgate and Lionsgate/New Starz did not have an independent board of directors or a management team that was fully independent of the other’s business. While the parties believe such agreements reflect arm’s-length terms, the terms may not reflect terms that would have resulted from negotiations between unaffiliated third parties.

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The transfer to New Lionsgate or New Starz of certain contracts, permits and other assets and rights may require the consents or approvals of, or provide other rights to, third parties and governmental authorities. If such consents or approvals are not obtained, New Lionsgate or New Starz may not be entitled to the full benefit of such contracts, permits and other assets and rights, which could increase its expenses or otherwise harm its business and financial performance.

The separation agreement will provide that certain contracts, permits and other assets and rights are to be transferred from Lionsgate or its subsidiaries to New Lionsgate or its subsidiaries, or vice versa, in connection with the separation. The transfer of, or transfer of control related to, certain contracts, permits and other assets and rights may require consents or approvals of third parties or governmental authorities or provide other rights to third parties. In addition, in some circumstances, New Lionsgate and New Starz are beneficiaries of contracts, and New Lionsgate and New Starz may need the consents of third parties in order to split or separate the existing contracts or the relevant portion of the existing contracts to New Lionsgate or New Starz.

Some parties may use consent requirements or other rights to seek to terminate contracts or obtain more favorable contractual terms from New Lionsgate or New Starz, which, for example, could take the form of price increases, require it to expend additional resources in order to obtain the services or assets previously provided under the contract, or require it to seek arrangements with new third parties or obtain letters of credit or other forms of credit support. If New Starz or New Lionsgate are unable to obtain required consents or approvals, they may be unable to obtain the benefits, permits, assets and contractual commitments that are intended to be allocated to them as part of New Lionsgate’s separation from New Starz, and they may be required to seek alternative arrangements to obtain services and assets which may be more costly and/or of lower quality. The termination or modification of these contracts or permits or the failure to timely complete the transfer or separation of these contracts or permits could negatively impact its business, financial condition, results of operations and cash flows.

The separation may result in litigation and/or regulatory inquiries and investigations, which would harm New Lionsgate’s or New Starz’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or shareholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the separation. Any separation-related litigation or investigation against New Lionsgate or New Starz, whether or not resolved in each’s favor, could result in substantial costs and divert each company’s management’s attention from other business concerns, which could adversely affect each company’s business and cash resources and the ultimate value of New Lionsgate common stock or New Starz common stock, as applicable.

The separation is subject to various risks and uncertainties, including approval of the separation proposal at the annual general and special meeting, and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time and expense, which could disrupt or adversely affect the businesses of Lionsgate.

Lionsgate’s separation into two independent, publicly traded companies is complex in nature, and unanticipated developments or changes, including changes in the law, the macroeconomic environment, competitive conditions, regulatory approvals or clearances, the uncertainty of the financial markets and challenges in executing the separation, could delay or prevent the completion of the proposed separation, or cause the separation to occur on terms or conditions that are different or less favorable than expected. The separation proposal may not be approved at the annual general and special meeting, in which case the separation would not be permitted to occur under applicable law. Additionally, the LGEC Board, in its sole and absolute discretion, may decide not to proceed with the separation at any time prior to the effective time, even if the separation proposal is approved.

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The process of completing the proposed separation has been and is expected to continue to be time-consuming and involves significant costs and expenses. The separation costs may be significantly higher than what Lionsgate and New Lionsgate currently anticipate and may not yield a discernible benefit if the separation is not completed or is not well executed, or the expected benefits of the separation are not realized. Executing the proposed separation will also require significant amounts of Lionsgate’s management’s time and effort, which may divert management’s attention from operating and growing Lionsgate’s businesses. In addition, if the separation is abandoned, not completed, or delayed or if the expected benefits of the separation are not realized, there may be a negative impact on the market price of shares of existing LGEC common stock, New Lionsgate common stock and/or New Starz common stock, as applicable.

New Starz, New Lionsgate and their respective shareholders could suffer material adverse tax consequences as a result of the separation.

There can be no assurance that the shares of New Lionsgate voting common stock or New Lionsgate non-voting common stock will be qualified investments for Registered Plans for purposes of the Canadian Tax Act. New Lionsgate will endeavor to ensure that the shares of New Lionsgate common stock are qualified investments for Registered Plans. However, no assurance can be given in this regard. The Canadian Tax Act imposes penalties for the acquisition or holding of non-qualified investments by Registered Plans.

The transactions contemplated by the arrangement may give rise to tax for holders of existing LGEC common stock who are resident in Canada for the purposes of the Canadian Tax Act or for holders of existing LGEC common stock non-residents of Canada and to whom such shares constitute “taxable Canadian property.”

Certain of the anticipated tax consequences to New Starz and its affiliates and to New Lionsgate are based on valuations of the Studio Business and the Starz Business. In the event that such valuations are successfully challenged by one or more relevant taxing authorities, it is possible that New Starz, certain of its affiliates and/or New Lionsgate could suffer material adverse tax consequences.

After the separation, actual or potential conflicts of interest may develop between the management and directors of New Starz, on the one hand, and the management and directors of New Lionsgate, on the other hand.

After the separation, the management and directors of New Starz and New Lionsgate may own both New Starz common stock and New Lionsgate common stock. This ownership overlap could create, or appear to create, potential conflicts of interest when New Starz’s and New Lionsgate’s directors and executive officers face decisions that could have different implications for New Starz and New Lionsgate. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between New Starz and New Lionsgate regarding terms of the agreements governing the separation and the relationship between New Starz and New Lionsgate thereafter, including the separation agreement, the employee matters agreement, the tax matters agreement, the transition services agreement or any commercial agreements between the parties or their affiliates. Potential conflicts of interest could also arise if New Starz and New Lionsgate enter into any commercial arrangements in the future.

The executive officers and directors of Lionsgate have interests in the separation that may be different from, or in addition to, the interests of Lionsgate’s shareholders.

When considering the recommendation of the LGEC Board that Lionsgate’s shareholders approve the separation proposal, shareholders should be aware that certain directors and executive officers of Lionsgate have certain interests in the separation that may be different from, or in addition to, the interests of such shareholders. The LGEC Board was aware of these interests during its deliberations on the merits of the separation and considered them in deciding to recommend that Lionsgate’s shareholders approve the separation proposal. See “The Separation—Interests of Lionsgate’s Directors and Executive Officers in the Separation” for a more detailed description of these interests.

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The allocation of intellectual property rights between New Starz and New Lionsgate as part of the separation could adversely affect New Lionsgate and New Starz’s competitive positions and their ability to develop and commercialize certain content and services.

In connection with the separation, New Lionsgate and New Starz will enter into commercial agreements governing, among other things, the allocation of intellectual property rights related to their respective businesses, including brand licensing regarding the continued use of LIONSGATE by the remaining Starz Business as part of its international video service. It is possible that the allocation of intellectual property between New Lionsgate and New Starz may cause customer confusion between New Lionsgate and the Starz-operated international service. The allocation of intellectual property between the two parties may also impose limitations on New Lionsgate or New Starz’s ability to fully develop and commercialize certain content, brands and services.

Risks Related to New Starz Following the Separation

Following the completion of the separation, New Starz will be more susceptible to the risks of the Starz Business than Lionsgate has been prior to the separation. For additional information about risks and uncertainties of Lionsgate’s businesses, including the Starz Business, see Lionsgate’s Annual Report on Form 10-K incorporated by reference into this joint information/proxy statement.

Lionsgate’s historical financial information is not representative of the results that the Media Networks segment would have achieved as a separate, publicly traded company and is therefore not an indicator of its future results.

Prior to the separation, the Starz Business will have been conducted by Lionsgate and its subsidiaries as part of Lionsgate’s consolidated operations, which included the Studio Business, and not as a standalone company. The segment information related to the Media Networks segment in Lionsgate’s historical financial information incorporated by reference into this joint information/proxy statement does not necessarily reflect the results of operations that New Starz would have achieved as a separate, publicly traded company during the periods presented or those that New Starz will achieve in the future, primarily as a result of the factors described below:

• Prior to the separation, the Starz Business has been operated by Lionsgate as part of its broader corporate organization, rather than as an independent company. Lionsgate or one of its affiliates performed various corporate functions for the Starz Business, such as legal, corporate governance, treasury, reporting, auditing, human resources and investor relations.

• Generally, the Starz Business’ working capital requirements and capital for its general corporate purposes, including capital expenditures and acquisitions, have historically been satisfied as part of the corporate-wide cash management policies of Lionsgate, including the Studio Business. Following the completion of the separation, New Starz’s results of operations and cash flows may be more volatile, and it may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which may or may not be available on terms acceptable to New Starz and may be more costly than those available before the separation.

• Currently, the Starz Business is integrated with the Studio Business. Historically, Lionsgate’s businesses shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. While Lionsgate has sought to minimize the impact on New Starz when separating these arrangements, there is no guarantee these arrangements will continue to capture these benefits in the future.

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• In connection with the separation, New Starz is expected to retain certain existing indebtedness of Lionsgate, which may include Lionsgate’s existing 5.500% senior notes due 2029, and incur certain additional indebtedness. New Starz’s ability to service existing indebtedness and obtain new financing, and the terms of such new financing, will depend on, among other things, its business plans, its operating performance and the condition of the capital markets at the time it seeks financing.

• After the completion of the separation, the cost of capital for New Starz’s business may be higher than Lionsgate’s cost of capital prior to the separation.

• New Starz will continue to be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and will continue to be required to prepare its standalone financial statements according to the rules and regulations required by the SEC. These reporting and other obligations were previously handled by members of management and employees who will become management and employees of New Lionsgate following the completion of the separation. Accordingly, there will be significant demands on New Starz’s management and administrative and operational resources that did not exist prior to the separation. Moreover, to comply with these requirements, New Starz anticipates that it will need to migrate its systems, including information technology systems, implement additional financial, legal and management controls, reporting systems and procedures and hire additional accounting, legal and finance staff. New Starz expects to incur additional annual expenses related to these activities, and those expenses may be significant. If New Starz is unable to upgrade its financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, its ability to comply with financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired.

Other significant changes may occur in New Starz’s cost structure, management, financing and business operations as a result of operating as a company separate from New Lionsgate. For additional information about the past financial performance of the Media Networks segment, see Lionsgate’s Annual Report on Form 10-K for the year ended March 31, 2023, which is incorporated by reference into this joint information/proxy statement.

Following the completion of the separation, New Starz will be a smaller, less diversified company than Lionsgate prior to the separation with a different financial profile.

The separation will result in New Starz being a smaller, less diversified company than Lionsgate prior to the separation, with more limited business concentrated in the domestic and international distribution of premium subscription video services. As a result, the Starz Business following the completion of the separation may be more vulnerable to changing market conditions, which could have a material adverse effect on New Starz’s businesses, financial condition and results of operations. In addition, the diversification of revenues, costs, and cash flows will diminish for New Starz following the completion of the separation, such that its results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments, pay dividends and service debt may be diminished. Following the completion of the separation, New Starz may also lose capital allocation efficiency and flexibility, as the Starz Business will no longer be able to use cash flow from Lionsgate.

It is currently expected that New Starz will incur significant annual executive compensation expenses and other general and administrative expenses, including costs under the transition services agreement and other costs associated with being a public company. In addition, New Starz may incur additional expenses during the twelve-month period following the completion of the separation, including costs associated with certain tax and compliance filings.

Following the completion of the separation, New Starz revenue will reflect Lionsgate’s Media Networks segment. For the years ended March 31, 2022 and March 31, 2023, Lionsgate’s Media Networks segment

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recognized revenue of $1,536.2 million and $1,546.5 million, respectively. While Lionsgate believes that New Starz will have sufficient cash and cash equivalents (including cash from operations and cash expected to be available from its new capital structure) to fund its operations for the foreseeable future following the separation, it will be dependent on the revenues generated (which were reflected historically) by the Media Networks segment to fund its operations in future periods. New Starz may also in the future seek additional funds from third-party sources, including traditional bank financing, secured or unsecured indebtedness, or the issuance of equity and/or debt securities, but these alternatives may not be available to New Starz on attractive terms, in the amounts needed, or at all. For additional information about the past financial performance of the Media Networks segment, see Lionsgate’s Annual Report on Form 10-K for the year ended March 31, 2023, which is incorporated by reference into this joint information/proxy statement.

New Starz could experience temporary interruptions in business operations and incur additional costs as it builds its information technology infrastructure and transitions its data to its own systems.

Following the completion of the separation, New Lionsgate will hold Lionsgate’s technology infrastructure and systems to support its critical business functions, including accounting and reporting. The Starz Business is in the process of creating its own, or engaging third parties to provide, information technology infrastructure and systems to support its critical business functions, including accounting and reporting, in order to enhance or replace many of the systems currently provided to it by Lionsgate. Following the completion of the separation, New Starz may incur temporary interruptions in business operations if it cannot transition effectively from existing operating systems, databases and programming languages that support these functions to its own systems. The failure to implement the new systems and transition data successfully and cost-effectively could disrupt New Starz’s business operations and have a material adverse effect on its profitability. In addition, New Starz’s costs for the operation of these systems may be higher than the amounts reflected in Lionsgate’s historical combined financial statements.

The accounting and other management systems and resources of New Starz may not be adequately prepared to meet the financial reporting and other requirements to which New Starz will continue to be subject following the completion of the separation.

The financial results of the Starz Business previously were included within the consolidated results of Lionsgate. The Starz Business was not directly subject to the reporting and other requirements of the Exchange Act. As a result of the separation, New Lionsgate and New Starz will both be directly subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act, which will require annual management assessments of the effectiveness of its internal control over financial reporting and a report by its independent registered public accounting firm addressing these assessments. Because most of Lionsgate’s current management and a substantial portion of Lionsgate’s corporate general and administrative functions will be transferred to New Lionsgate in connection with the separation, these reporting and other obligations will place significant demands on New Starz’s management and administrative and operational resources, including accounting resources.

Moreover, to comply with these requirements, it is anticipated that New Starz will need to migrate its systems, including information technology systems, implement additional financial and management controls, reporting systems and procedures and hire additional legal, accounting and finance staff. It is expected that New Starz will incur additional annual expenses related to these activities, and those expenses may be significant. The Starz Business is in the process of creating its own, or engaging third parties to provide, accounting, reporting, and other management systems to support its critical business functions, in order to enhance or replace many of the systems currently provided to it by Lionsgate. If New Starz is unable to upgrade its financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, its ability to comply with its financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired. Any failure to achieve and maintain effective internal controls could have a material adverse effect on New Starz’s business, financial condition, results of operations and cash flows.

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Additional impairment charges may need to be recorded for Lionsgate’s Media Networks reporting unit or New Starz in the future.

For its annual goodwill impairment test for fiscal 2022, due to overall macroeconomic conditions, including the uncertainty of the longer-term economic impacts of the COVID-19 global pandemic, and the competitive environment for subscribers, and COVID-19’s impact on subscriber growth rates and its businesses, Lionsgate performed a quantitative impairment assessment for all of its reporting units as of January 1, 2022. Based on this assessment, Lionsgate determined that it’s Media Networks reporting unit (or the Starz Business) was at risk for impairment due to relatively small changes in certain key assumptions that could cause an impairment of goodwill. In fiscal 2023, during the quarter ended September 30, 2022, due to continued adverse macro and microeconomic conditions, including the competitive environment, continued inflationary trends and recessionary economies worldwide and its impact on the growth in subscribers to the Starz Business platforms worldwide Lionsgate updated the quantitative impairment analysis. The analysis resulted in a goodwill impairment charge of $1.475 billion in the second quarter ended September 30, 2022, related to Lionsgate’s Media Networks reporting unit (or the Starz Business). Since the impairment charge reduced the carrying value of Lionsgate’s Media Networks reporting unit to its fair value, at September 30, 2022 the fair value and carrying value of Lionsgate’s Media Networks reporting unit (or the Starz Business) were equal and thus, the goodwill at Lionsgate’s Media Networks reporting unit (or the Starz Business) continues to be considered “at risk” of impairment.

The recoverability of goodwill is dependent upon the continued growth of revenue and cash flows from business activities. Examples of events or circumstances that could result in changes to the underlying key assumptions and judgments used in goodwill impairment tests, and ultimately impact the estimated fair value of the Starz Business may include the duration of the COVID-19 global pandemic, its impact on the global economy and the creation and consumption of content; continued and increasingly adverse macroeconomic conditions related to higher inflation and interest rates and currency rate fluctuations, and the impact on the global economy from Russia’s invasion of Ukraine; volatility in the equity and debt markets which could result in higher weighted-average cost of capital; capital market transactions; the commercial success of television programming; continual contractual relationships with customers, including affiliate agreements of the Starz Business; subscriber growth rates domestically and internationally across traditional and over-the-top platforms and changes in consumer behavior. If these assumptions are not realized, it is possible that additional impairment charges may need to be recorded in the future.

In addition, as disclosed in Lionsgate’s Annual Report on Form 10-K for the year ended March 31, 2023, which is incorporated by reference into this joint information/proxy statement, Lionsgate implemented a restructuring plan relating to its LIONSGATE+ business. Lionsgate continues to evaluate its strategy on a territory by territory basis and may decide to expand such restructuring plan and exit additional territories, including before or following the Separation.

Risks Related to New Lionsgate Common Stock

New Lionsgate cannot be certain that an active trading market for its common stock will develop or be sustained after the separation, and following the completion of the separation, its stock price may fluctuate significantly.

A public market for New Lionsgate common stock does not currently exist. New Lionsgate anticipates that trading of its common stock will begin on the first trading day after the effective time. However, New Lionsgate cannot guarantee that an active trading market for its common stock will develop or be sustained after the separation, nor can New Lionsgate predict the prices at which its common stock may trade after the separation. Similarly, New Lionsgate cannot predict whether the combined market value of the New Lionsgate voting common stock and New Starz Class A common stock, or the combined market value of the New Lionsgate non-voting common stock and New Starz Class B common stock, will be less than, equal to or greater than the market value of existing Class A common stock or existing Class B common stock, respectively, prior to the separation.

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The market price of New Lionsgate common stock may decline or fluctuate significantly due to a number of factors, many of which may be beyond New Lionsgate’s control, including:

• actual or anticipated fluctuations in New Lionsgate’s operating results;

• declining operating revenues derived from New Lionsgate’s core business;

• the gain or loss of significant customers;

• potential loss of revenue from the Starz streaming service;

• the operating and stock price performance of comparable companies; and

• changes in the regulatory and legal environment under which New Lionsgate operates.

New Lionsgate does not expect to pay any cash dividends for the foreseeable future.

New Lionsgate currently intends to retain future earnings to finance and grow its business. As a result, New Lionsgate does not expect to pay any cash dividends for the foreseeable future. All decisions regarding the payment of dividends by New Lionsgate will be made in the sole discretion of the New Lionsgate Board from time to time in accordance with applicable law. There can be no assurance that New Lionsgate will have sufficient surplus under applicable law to be able to pay any dividends at any time in the future. This may result from extraordinary cash expenses, actual costs exceeding contemplated costs, funding of capital expenditures or increases in reserves. If New Lionsgate does not pay dividends, the price of New Lionsgate common stock that you receive in the separation must appreciate for you to receive a gain on your investment. This appreciation may not occur. Further, you may have to sell some or all of your shares of New Lionsgate common stock in order to generate cash flow from your investment.

Your percentage of ownership in New Lionsgate may be diluted in the future.

In the future, your percentage ownership in New Lionsgate may be diluted because of equity awards that New Lionsgate grants to New Lionsgate’s directors, officers and employees or otherwise as a result of equity issuances for acquisitions, strategic transactions or capital market transactions. New Lionsgate’s employees will receive New Lionsgate common stock after the separation as a result of conversion of their Lionsgate equity awards (in whole or in part) to New Lionsgate equity awards. New Lionsgate anticipates that, in normal course, its compensation committee will grant additional stock-based awards to its employees after the separation. Such awards will have a dilutive effect on New Lionsgate’s earnings per share, which could adversely affect the market price of New Lionsgate common stock.

In addition, New Lionsgate’s articles of association following the completion of the separation, which we refer to as the “New Lionsgate Articles,” allow for the issuance of one or more classes or series of preferred stock that have powers, preferences and/or other special rights, including preferences over New Lionsgate common stock respecting dividends and distributions. The terms of such preferred stock could dilute the voting power or reduce the value of New Lionsgate common stock. Similarly, the repurchase or redemption rights or liquidation preferences that New Lionsgate could assign to holders of preferred stock could affect the residual value of the common stock. For additional information, see “Description of New Lionsgate Capital Stock.”

If securities or industry analysts do not publish research or publish misleading or unfavorable research about New Lionsgate’s business, New Lionsgate’s share price and trading volume could decline.

The trading market for New Lionsgate common stock will depend in part on the research and reports that securities or industry analysts publish about it or its business. New Lionsgate does not currently have and may never obtain separate research coverage for its common stock. If there is no research coverage, New Lionsgate common stock may be negatively impacted. If New Lionsgate obtains research coverage for its common stock and if one or more of the analysts downgrades New Lionsgate common stock or publishes unfavorable research about New Lionsgate’s business, its stock price may decline. If one or more of the analysts cease coverage of

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New Lionsgate common stock or fail to publish reports on it regularly, demand for New Lionsgate common stock could decrease, which could cause the price or trading volume of New Lionsgate common stock to decline.

The rights and obligations of a New Lionsgate shareholder are governed by British Columbia law and may differ from the rights and obligations of shareholders of companies organized under the laws of other jurisdictions.

Like Lionsgate, New Lionsgate is incorporated and exists under the laws of British Columbia. Accordingly, its corporate structure as well as the rights and obligations of the holders of New Lionsgate common stock may be different from the rights and obligations of shareholders of companies incorporated or organized under the laws of other jurisdictions.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint information/proxy statement and other materials Lionsgate and New Lionsgate have filed or will file with the SEC (and oral communications that Lionsgate or New Lionsgate may make) contain or incorporate by reference statements that relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect Lionsgate’s or New Lionsgate’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to discussions of future operations and financial performance (including volume growth, pricing, sales and earnings per share growth, and cash flows) and statements regarding Lionsgate’s or New Lionsgate’s strategy for growth, future product development, regulatory approvals, competitive position and expenditures. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although each of Lionsgate and New Lionsgate believes that the expectations reflected in any forward-looking statements it makes are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to:

• Any impact of global pandemics, such as COVID-19, on New Lionsgate’s business, including delays in the production of film and television content (resulting in changes in future release dates for some titles and series).

• Weakness in the global economy and financial markets, including a recession.

• Competitive factors that could adversely affect its operations, including new product or service introductions and technologies by its current or future competitors, consolidation or strategic alliances among media companies, and/or distributors to improve their competitive position or develop new models for the delivery of entertainment, increased pricing pressure due to the impact of low-cost content providers or new entrants into its markets.

• The adverse financial impact resulting from unfavorable changes in foreign currency exchange rates.

• Regional, national and foreign economic factors, including inflation, deflation, and fluctuations in interest rates, and their potential effect on its operating performance.

• Security breaches of New Lionsgate’s information systems, which could impair its ability to conduct business, compromise sensitive information of Lionsgate, New Lionsgate or their respective customers and other business partners, and result in actions by regulatory bodies or civil litigation.

• The impact of business combinations or divestitures, including any volatility in earnings relating to acquisition-related costs, and New Lionsgate’s ability to successfully integrate any business it may acquire.

• Conditions in international markets, including social and political conditions, civil unrest, terrorist activity, governmental changes, restrictions on the ability to transfer capital across borders, tariffs and other protectionist measures, difficulties in protecting and enforcing its intellectual property rights and governmental expropriation of assets. New Lionsgate’s international operations also increase its compliance risks, including risks under the Foreign Corrupt Practices Act and other anti-corruption laws, as well as regulatory and privacy laws.

• Natural disasters (including pandemics), wars, such as Russia’s invasion of Ukraine, terrorism, labor disruptions or strikes, such as the impact of the ongoing Writers Guild strike and/or potential strikes from the Screen Actors Guild, and international conflicts that could cause significant economic disruption and political and social instability, resulting in decreased demand for New Lionsgate’s services or adversely affect New Lionsgate’s content procurement and distribution capabilities.

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• Pending and potential future litigation or other proceedings asserting, and/or subpoenas seeking information with respect to, alleged violations of law and/or regulation, and the availability or collectability of insurance relating to any such claims.

• New or changing laws and regulations affecting its domestic and foreign operations, or changes in enforcement practices, including laws relating to trade, monetary and fiscal policies or taxation (including tax reforms that could adversely impact multinational corporations).

• Issuance of new or revised accounting standards by the Financial Accounting Standards Board or the SEC.

• The expected benefits and timing of the separation, and the risk that conditions to the separation will not be satisfied and/or that the separation will not be completed within the expected time frame, on the expected terms or at all.

• The possibility that any consents or approvals required in connection with the separation will not be received or obtained within the expected time frame, on the expected terms or at all.

• Expected financing transactions undertaken in connection with the separation and risks associated with additional indebtedness.

• The risk that dissynergy costs, costs of restructuring transactions and other costs incurred in connection with the separation will exceed its estimates.

• The impact of the separation on the Studio Business and the Starz Business and the risk that the separation may be more difficult, time-consuming or costly than expected, including the impact on its resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties.

• Other risks and uncertainties discussed in this joint information/proxy statement and other reports that New Lionsgate and Lionsgate have filed or may file with the SEC.

There can be no assurance that the separation or any other transaction described in this joint information/proxy statement will in fact be consummated in the manner described or at all. The above list of factors is not exhaustive or necessarily in order of importance. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussions under “Risk Factors” in this joint information/proxy statement. Any forward-looking statement speaks only as of the date on which it is made, and each of Lionsgate and New Lionsgate assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

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THE ANNUAL GENERAL AND SPECIAL MEETING

This joint information/proxy statement is being furnished to holders of existing LGEC common stock for use at an annual general and special meeting of Lionsgate shareholders and any adjournments or postponements thereof.

Date, Time and Place of the Annual General and Special Meeting

Lionsgate will hold its annual general and special meeting of shareholders at Dentons Canada LLP, 250 Howe Street, 20th Floor, Vancouver, British Columbia, V6C 3R8, on [                ], at [                ], Pacific Time.

Purpose of the Annual General and Special Meeting

At the annual general and special meeting, Lionsgate shareholders will be asked to vote upon the following matters outlined in the notice of the annual general and special meeting:

• the election of nominated directors of Lionsgate;

• re-appointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm for the fiscal year ending March 31, 2024 and authorization of the Audit & Risk Committee of the LGEC Board to fix their remuneration;

• an advisory vote on executive compensation;

• an advisory vote on the frequency of future advisory votes on executive compensation;

• approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan;

• the separation proposal (as set out in the notice of meeting); and

• any other matter as may properly come before the meeting and any continuations, adjournments or postponements thereof.

The LGEC Board does not know of any other matters that may be presented for action at the annual general and special meeting. Should any other business come before the annual general and special meeting, the persons named on the enclosed proxy will, as stated therein, have discretionary authority to vote the shares represented by such proxies in accordance with the recommendation of the LGEC Board or, if no recommendation is given, in accordance with their best judgment.

Record Date; Outstanding Shares; Shares Entitled to Vote

With respect to all matters other than the separation proposal, only shareholders of record of existing Class A common stock at [                ] (Eastern Time) on [                ] (which we refer to as the “record date”) are entitled to receive notice of the annual general and special meeting and to vote their shares of existing Class A common stock that they held on the record date at the annual general and special meeting, or any continuations, adjournments or postponements of the annual general and special meeting. Each outstanding share of existing Class A common stock entitles its holder to cast one vote on each matter to be voted upon. As of the record date, [                ] shares of existing Class A common stock were outstanding and entitled to vote and held by approximately [                ] shareholders of record.

With respect to the separation proposal only, shareholders of record of existing Class A common stock or existing Class B common stock at [                ] (Eastern Time) on the record date are entitled to receive notice of the annual general and special meeting and to vote their shares of existing Class A common stock or existing Class B common stock, as applicable, that they held on the record date at the annual general and special meeting, or any continuations, adjournments or postponements of the annual general and special meeting. Each outstanding share of existing Class A common stock or existing Class B common stock entitles its holder to cast one vote on each matter to be voted upon. As of the record date, [                ] shares of existing Class B common stock were outstanding and entitled to vote and held by approximately [                ] shareholders of record.

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Holders of existing Class B common stock are not entitled to vote on the matters to be presented at the annual general and special meeting other than the separation proposal.

Each shareholder of record has the right to appoint a person or company to represent the shareholder to vote in person at the annual general and special meeting other than the persons designated in the form of proxy. See “Voting of Proxies” and “Voting in Person” below.

Quorum

A quorum is necessary to hold a valid meeting of Lionsgate shareholders. The quorum for the annual general and special meeting is:

• for the existing Class A common stock, two (2) persons who are, or who represent by proxy, registered shareholders of existing Class A common stock who, in the aggregate, hold at least 10% of the issued existing Class A common stock entitled to be voted at the meeting, and

• for the existing Class B common stock, two (2) persons who are, or who represent by proxy, registered shareholders of existing Class B common stock who, in the aggregate, hold at least 10% of the issued existing Class B common stock entitled to be voted at the meeting.

Broker non-votes (shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter) will each be counted as present for purposes of determining the presence of a quorum at the annual general and special meeting.

Share Ownership of Management

As of the record date, the directors and executive officers of Lionsgate and their affiliates collectively owned [                ] shares of existing Class A common stock, or approximately [                ]% of the outstanding shares existing Class A common stock and [                ] shares of existing Class B common stock, or approximately [                ]% of the outstanding shares existing Class B common stock.

Voting of Proxies

Whether you are a shareholder of record or a “non-registered” shareholder, you may direct how your shares of existing Class A common stock or existing Class B common stock, as applicable, are voted without attending the annual general and special meeting.

If you are a shareholder of record, you may submit a proxy to authorize how your shares are to be voted at the annual general and special meeting. You can submit a proxy over the Internet, by mail or by telephone pursuant to the instructions provided in the proxy card enclosed with this joint information/proxy statement. If you are a “non-registered” shareholder, you may also submit your voting instructions by Internet, telephone, tablet or smartphone, or mail by following the instructions provided in the voting instruction form sent by your intermediary. If you do not fill a name in the blank space in the form of proxy, the persons named in the form of proxy are appointed to act as your proxy holder. Those persons are directors and/or officers of Lionsgate. If you are a shareholder of record, your proxy must be received by telephone or the Internet by [                ] (Eastern Time) on [                ] in order for your shares to be voted at the annual general and special meeting. If you are a “non-registered” shareholder, please comply with the deadlines included in the voting instructions provided by the intermediary that holds your shares.

Submitting your proxy or voting instructions over the Internet, by telephone, tablet or smartphone or by mail will not affect your right to vote in person should you decide to attend the annual general and special meeting, although “non-registered” shareholder must obtain a “legal proxy” from the intermediary that holds their shares giving them the right to vote the shares in person at the annual general and special meeting.

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How to Revoke Your Proxy

If you are a shareholder of record, even after you have submitted your proxy, you may change your vote by submitting a duly executed proxy bearing a later date in the manner and within the time described above under “Voting of Proxies” (your latest-received voting instructions will be followed). If you are a “non-registered” shareholder, you should contact your intermediary to find out how to change or revoke your voting instructions within the time described above under “Voting of Proxies.” If you are a shareholder of record, you may also revoke a previously deposited proxy (i) by an instrument in writing that is received by or at the annual general and special meeting prior to the closing of the polls, (ii) by an instrument in writing provided to the Chair of the annual general and special meeting at the meeting or any continuation, postponement or adjournment thereof, or (iii) in any other manner permitted by law. The powers of the proxy holders will be suspended if you attend the annual general and special meeting in person and so request, although attendance at the annual general and special meeting will not by itself revoke a previously granted proxy.

Voting in Person

If you are a shareholder of record of shares of existing Class A common stock, you have the right to vote in person at the annual general and special meeting. If you are a shareholder of record of shares of existing Class B common stock, you have the right to vote in person with respect to the separation proposal only at the annual general and special meeting.

If you choose to do so, you can vote using the ballot that will be provided at the annual general and special meeting, or, if you requested and received printed copies of this joint information/proxy statement and related meeting materials by mail, you can complete, sign and date the proxy card enclosed with this joint information/proxy statement you received and submit it at the annual general and special meeting. If you are a “non-registered” shareholder, you may not vote your shares in person at the annual general and special meeting unless you obtain a “legal proxy” from the bank, broker, trustee or other nominee that holds your shares, giving you the right to vote the shares of existing Class A common stock or existing Class B common stock (solely with respect to separation proposal) at the annual general and special meeting.

Even if you plan to attend the annual general and special meeting, we recommend that you submit your proxy or voting instructions in advance of the annual general and special meeting as described in this joint information/proxy statement, so that your vote will be counted if you later decide not to attend the annual general and special meeting.

At the annual general and special meeting, a representative from Broadridge Financial Solutions, Inc. shall be appointed to act as scrutineer. The scrutineer will determine the number of shares of each class of existing LGEC common stock represented at the annual general and special meeting, the existence of a quorum and the validity of proxies, will count the votes and ballots, if required, and will determine and report the results to Lionsgate.

Abstentions and Broker Non-Votes

With respect to Proposal No. 1 and Proposal No. 2, votes may be cast “FOR” or “WITHHOLD.” For Proposal No. 3, Proposal No. 5 and Proposal No. 6, votes may be cast “FOR,” “AGAINST” or “ABSTAIN.” For Proposal No. 4, votes may be cast for “EVERY ONE YEAR,” “EVERY TWO YEARS,” “EVERY THREE YEARS,” and “ABSTAIN.” If you intend to abstain from voting for any proposal, you will need to check the abstention box for the proposal, if available. Additionally, only with respect to Proposal No. 2, for shares of existing Class A common stock held by a broker or nominee, such broker or nominee will have authority to exercise his or her discretion to vote your shares of existing Class A common stock if you do not provide instructions to him or her regarding how you would like your shares of existing Class A common stock to be voted. In determining whether a proposal receives the requisite number of affirmative votes:

• Proposal No. 1:  A plurality of the shares of existing Class A common stock voting in person or by proxy is required to elect each of the 13 nominees for director. A plurality means that the 13 nominees receiving the largest number of votes cast (votes “FOR”) will be elected. Shareholders are not

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permitted to cumulate their shares of existing Class A common stock for purposes of electing directors. Note that if your shares of existing Class A common stock are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares of existing Class A common stock on Proposal No. 1 unless you provide instructions to him or her regarding how you would like your shares of existing Class A common stock to be voted. If such broker or nominee does not receive such instructions, and as a result, is unable to vote your shares of existing Class A common stock on Proposal No. 1, this will result in a broker non-vote.

For purposes of determining the number of votes cast, only the shares of existing Class A common stock voting “FOR” or “WITHHOLD” are counted. As such, broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 1.

• Proposal No. 2:  The affirmative vote of a majority of the votes cast by holders of shares of existing Class A common stock present or represented by proxy at the annual general and special meeting is required for the re-appointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm and authorization of the Audit & Risk Committee of the LGEC Board to fix their remuneration.

Note that, because this proposal is considered a routine matter, if your shares of existing Class A common stock are held by a broker or nominee, such broker or nominee will have authority to exercise his or her discretion to vote your shares of existing Class A common stock on Proposal No. 2 if you do not provide instructions to him or her regarding how you would like your shares of existing Class A common stock to be voted.

For purposes of determining the number of votes cast, only the shares of existing Class A common stock voting “FOR” or “WITHHOLD” are counted. As such, abstentions are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 2. There are no broker non-votes for Proposal No. 2.

• Proposal No. 3:  The affirmative vote of a majority of the votes cast by holders of shares of existing Class A common stock present or represented by proxy at the annual general and special meeting is required for the advisory vote to approve executive compensation. Notwithstanding the vote required, please be advised that Proposal No. 3 is advisory only and is not binding on Lionsgate. The LGEC Board will consider the outcome of the vote of this proposal in considering what action, if any, should be taken in response to the advisory vote by shareholders.

Note that if your shares of existing Class A common stock are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares of existing Class A common stock on Proposal No. 3 unless you provide instructions to him or her regarding how you would like your shares of existing Class A common stock to be voted. If such broker or nominee does not receive such instructions, and as a result is unable to vote your shares of existing Class A common stock on Proposal No. 3, this will result in a broker non-vote.

For purposes of determining the number of votes cast, only shares of existing Class A common stock voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal No. 3.

• Proposal No. 4:  Shareholders’ choices for the frequency of advisory vote on executive compensation are limited to “EVERY ONE YEAR,” “EVERY TWO YEARS,” “EVERY THREE YEARS,” and “ABSTAIN.” If no option receives the affirmative vote of at least a majority of the votes cast by holders of shares of existing Class A common stock present in person or represented by proxy at the annual general and special meeting, then the LGEC Board will consider the option receiving the highest number of votes as the preferred option of the shareholders. Notwithstanding the vote required, please be advised that Proposal No. 4 is advisory only and is not binding on Lionsgate. The LGEC Board will consider the outcome of the vote of this proposal in considering what action, if any, should be taken in response to the advisory vote by shareholders.

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Note that if your shares of existing Class A common stock are held by a broker or nominees, such broker or nominee will not have authority to exercise his or her discretion to vote your shares of existing Class A common stock on Proposal No. 4 unless you provide instructions to him or her regarding how you would like your shares of existing Class A common stock to be voted. If such broker or nominee does not receive such instructions, and as a result is unable to vote your shares of existing Class A common stock on Proposal No. 4, this will result in a broker non-vote.

For purposes of determining the number of votes cast, only shares of existing Class A common stock voting “EVERY ONE YEAR,” “EVERY TWO YEARS,” or “EVERY THREE YEARS” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the frequency option receiving the highest number of votes.

• Proposal No. 5: The affirmative vote of at least a majority of the votes cast by holders of existing Class A common stock present or represented by proxy at the annual general and special meeting is required for approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan (which we refer to as the “2023 Plan”).

Note that if your shares of existing Class A common stock are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares of existing Class A common stock on Proposal No. 5 unless you provide instructions to him or her regarding how you would like your shares of existing Class A common stock to be voted. If such broker or nominee does not receive such instructions, and as a result is unable to vote your shares of existing Class A common stock on Proposal No. 5, this will result in a broker non-vote.

For purposes of determining the number of votes cast, only shares of existing Class A common stock voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of Proposal 5.

• Proposal No. 6:  Approval of the separation proposal requires (i) the affirmative vote of the holders of at least two-thirds of the votes cast with respect to the existing Class A common stock that were voted in respect of the separation proposal, voting as a separate class and (ii) the affirmative vote of the holders of at least two-thirds of the votes cast with respect to the existing Class B common stock that were voted in respect of the separation proposal, voting as a separate class.

Note that if your shares of existing Class A common stock or existing Class B common stock are held by a broker or nominee, such broker or nominee will not have authority to exercise his or her discretion to vote your shares on the separation proposal unless you provide instructions to him or her regarding how you would like your shares to be voted. If such broker or nominee does not receive such instructions, and as a result is unable to vote your shares on the separation proposal, this will result in a broker non-vote.

For purposes of determining the number of votes cast, only shares of existing Class A common stock or existing Class B common stock voting “FOR” or “AGAINST” are counted. As such, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of the separation proposal.

Proxy Solicitation

Lionsgate will pay the cost of proxy solicitation, including the cost of preparing, assembling and mailing the notice of annual general and special meeting, this joint information/proxy statement and related meeting materials. In addition to the use of mail, Lionsgate’s employees and advisors may solicit proxies personally and by telephone, facsimile, courier service, telegraph, the Internet, e-mail, newspapers and other publications of general distribution. Lionsgate’s employees will receive no compensation for soliciting proxies other than their regular salaries. Lionsgate may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of this joint information/proxy statement and related meeting materials to their principals and to request

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authority for the execution of proxies, and Lionsgate will reimburse those persons for their reasonable out-of-pocket expenses incurred in connection with these activities. Lionsgate will compensate only independent third-party agents that are not affiliated with Lionsgate but who solicit proxies. Lionsgate has retained MacKenzie Partners, Inc., a third-party solicitation firm, to assist in the distribution of this joint information/proxy statement and related materials and solicitation of proxies on its behalf for an estimated fee of $[                ] plus reimbursement of certain out-of-pocket expenses.

This joint information/proxy statement and the accompanying proxy card of Lionsgate are first being sent to Lionsgate shareholders on or about [                ].

Interest of Certain Persons or Companies in Matters to be Acted Upon

No person who has been a director or executive officer of Lionsgate at any time since the commencement of Lionsgate’s last completed financial year and no associate or affiliate of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the annual general and special meeting other than the election of directors or the appointment of auditors, except as disclosed in this joint information/proxy statement with respect to the separation proposal (see “Risk Factors—The executive officers and directors of Lionsgate have interests in the separation that may be different from, or in addition to, the interests of Lionsgate’s shareholders” on page 58 and “The Separation—Interests of Lionsgate’s Directors and Executive Officers in the Separation” on page 112 for a more detailed description of these interests); and except that directors and executive officers have an interest in the resolution regarding the approval of the 2023 Plan as such persons may be eligible to participate in the 2023 Plan as directors and executive officers of Lionsgate.

Information about beneficial ownership of existing Class A common stock and existing Class B common stock by the directors and executive officers of Lionsgate is described in more detail under the heading “Stock Ownership of Lionsgate Management.”

Interest of Informed Persons in Material Transactions

Other than as set out elsewhere in the joint information/proxy statement, no informed person of Lionsgate, no proposed nominee for election as a director of Lionsgate and no associate or affiliate of any such informed person or proposed nominee has had any material interest, direct or indirect, in any transaction since the commencement of Lionsgate’s most recently completed financial year or in any proposed transaction that, in either case, has materially affected or would materially affect Lionsgate or any of its subsidiaries. An “informed person” is defined as (a) a director or executive officer of Lionsgate; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of Lionsgate; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of Lionsgate or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of Lionsgate other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) Lionsgate that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities. The Lionsgate directors and executive officers have no substantial interests, directly or indirectly, in the separation, except to the extent of their ownership in shares of Lionsgate’s existing Class A common stock and existing Class B common stock, their eligibility to participate in the 2023 Plan, or as otherwise described in the section entitled “The Separation—Interests of Lionsgate’s Directors and Executive Officers in the Separation” on page 112.

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Proposal No. 1:  Election of Directors

Nominees for Directors

The LGEC Board currently consists of 13 directors. It is expected that, upon the recommendation of the Nominating and Corporate Governance Committee of the LGEC Board, the LGEC Board will nominate the 13 persons named below for election as a director. Each of the nominees listed below is currently a director of Lionsgate, and except for Mr. Harkey, was previously elected by shareholders.

If the separation does not occur, each nominee, if elected at the annual general and special meeting, will serve until the 2024 annual general and special meeting of shareholders of Lionsgate, or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with Lionsgate’s Articles or applicable law. If the separation does occur, each nominee, if elected at the annual general and special meeting, will serve until the effective time of the arrangement, following which each nominee will serve on the New Lionsgate Board except for Ms. Clyburn, who will not become a director of New Lionsgate.

Other than as discussed herein, there are no arrangements or understandings between any nominee and any other person for selection as a nominee. Pursuant to the Investor Rights Agreement discussed in “Additional Annual General and Special Meeting Matters—Certain Relationships and Related Party Transactions of Lionsgate—Certain Other Agreements,” Michael T. Fries currently serves as the designee of Liberty Global Incorporated Limited (“Liberty”), Harry E. Sloan currently serves as the designee of Discovery Lightning Investments Ltd. (“Discovery Lightning”) and Mark H. Rachesky, M.D., Emily Fine and John D. Harkey, Jr. currently serve as designees of MHR Fund Management, LLC (“MHR Fund Management”).

The nominees have consented to serve on the LGEC Board if elected and the LGEC Board has no reason to believe that they will not serve if elected. If any of the nominees should become unable or unwilling for good cause to serve as a director if elected, the persons the LGEC Board has designated as proxies may vote for a substitute nominee if the LGEC Board has designated a substitute nominee or for the balance of the nominees.

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There are no family relationships among the nominees for directors, current directors or executive officers of Lionsgate, except as noted below. Ages are as of July 7, 2023. Their skills and experience as reflected in the “—Board Profile” section below are noted for each of the directors.

				Committee Membership
Name	Age	Independent	Director Since	Audit & Risk Committee		Compensation Committee		Nominating and Corporate Governance Committee		Strategic Advisory Committee
Michael Burns	64	No	08/1999
Mignon Clyburn	61	Yes	09/2020						✓
Gordon Crawford	76	Yes	02/2013
Jon Feltheimer	71	No	01/2000
Emily Fine	49	Yes	11/2015						✓
Michael T. Fries	60	Yes	11/2015				✓				✓
John D. Harkey, Jr.	62	Yes	06/2023		✓
Susan McCaw	60	Yes	09/2018		✓		✓
Yvette Ostolaza	58	Yes	12/2019
Mark H. Rachesky, M.D.	63	Yes	09/2009				✓
Daryl Simm	61	Yes	09/2004
Hardwick Simmons	82	Yes	06/2005								✓
Harry E. Sloan	72	Yes	12/2001				✓				✓

        ✓ Member      Chair      Financial Expert

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Michael Burns

Age  64 Director Since August 1999 Position with Lionsgate Vice Chair since March 2000 Residence Los Angeles, California

Business Experience Mr. Burns served as Managing Director and Head of the Office at Prudential Securities Inc.’s Los Angeles Investment Banking Office from 1991 to March 2000. Other Directorships Mr. Burns has been a director and member of the Finance and Capital Allocation Committee, and the Nominating, Governance & Social Responsibility Committees of Hasbro, Inc. (NASDAQ:  HAS) since 2014. Qualifications Mr. Burns has worked with Chief Executive Officer Jon Feltheimer in building Lionsgate into a multibillion dollar media and entertainment leader with world-class film and television studio operations. With an accomplished investment banking career prior to Lionsgate, in which he specialized in raising equity within the media and entertainment industry, Mr. Burns brings to the LGEC Board important business and financial expertise in its deliberations on complex transactions and other financial matters. Additionally, Mr. Burns’ extensive knowledge of and history with Lionsgate, financial background, in-depth understanding of the media and entertainment industry, connections within the business community and relationships with Lionsgate shareholders, make him an invaluable member of the LGEC Board.

Mignon L. Clyburn*

Age  61 Independent Director Since September 2020 Committee Membership Nominating and Corporate Governance Committee Residence Washington, DC * Ethnic/gender diverse member of the LGEC Board

Business Experience Ms. Clyburn is President of MLC Strategies, LLC, a Washington, D.C.-based consulting firm, a position she has held since January 2019. Previously, Ms. Clyburn served as a Commissioner of the U.S. Federal Communications Commission (the “FCC”) from 2009 to 2018, including as acting chair. While at the FCC, she was committed to closing the digital divide and championed the modernization of the agency’s Lifeline Program, which assists low-income consumers with voice and broadband service. In addition, Ms. Clyburn promoted diversity in media ownership, initiated Inmate Calling Services reforms, supported inclusion in STEM opportunities and fought for an open internet. Prior to her federal appointment, Ms. Clyburn served 11 years on the Public Service Commission of South Carolina and worked for nearly 15 years as publisher of the Coastal Times, a Charleston weekly newspaper focused on the African American community. Other Directorships Ms. Clyburn has been the Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee of Charah Solutions, Inc. (NYSE:  CHRA) since March 2019 and a director of RingCentral, Inc. (NYSE:  RNG) since November 2020. Qualifications Ms. Clyburn has extensive experience as a state regulator of investor-owned utilities and as a federal commissioner in the technology and telecommunications fields. Such expertise and additional background as a successful business executive, makes Ms. Clyburn invaluable and well qualified to serve on the LGEC Board.

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Gordon Crawford

Age  76 Independent Director Since February 2013 Committee Membership Strategic Advisory Committee (Co-Chair) Residence Dana Point, California

Business Experience For over 40 years, Mr. Crawford served in various positions at Capital Research and Management, a privately held global investment management company. In December 2012, Mr. Crawford retired as its Senior Vice President. Other Directorships Currently, Mr. Crawford serves as Director Emeritus of the Board of Trustees of the U.S. Olympic and Paralympic Foundation (which he Chaired for nine years from its inception in 2013), and as a Life Trustee on the Board of Trustees of Southern California Public Radio (which he Chaired from 2005 to 2012). Mr. Crawford formerly served as Vice Chairman at The Nature Conservancy and is currently a member of the Emeritus Board of the Nature Conservancy. Mr. Crawford is a past Vice Chairman of the Paley Center for Media and a member of the Board of Trustees of Berkshire School. Mr. Crawford also served on the Board of the U.S. Olympic and Paralympic Committee, and as a member of the Board of the LA24 Olympic and Paralympic Bid Committee. Qualifications Mr. Crawford has been one of the most influential and successful investors in the media and entertainment industry for over 40 years. Mr. Crawford’s professional experience and deep understanding of the media and entertainment sector makes Mr. Crawford a valuable member of the LGEC Board.

Jon Feltheimer

Age  71 Director Since January 2000 Position with Lionsgate Chief Executive Officer since March 2000 Residence Los Angeles, California

Business Experience During his 30-year entertainment industry career, Mr. Feltheimer has held leadership positions at Lionsgate, Sony Pictures Entertainment and New World Entertainment, and has been responsible for tens of thousands of hours of television programming and hundreds of films. Prior to joining Lionsgate, he served as President of TriStar Television from 1991 to 1993, President of Columbia TriStar Television from 1993 to 1995, and President of Columbia TriStar Television Group and Executive Vice President of Sony Pictures Entertainment from 1995 to 1999, where he oversaw the launch of dozens of successful branded channels around the world. Other Directorships Mr. Feltheimer is a director of Grupo Televisa, S.A.B. (NYSE:  TV; BMV:  TLEVISA CPO). Qualifications During Mr. Feltheimer’s tenure, Lionsgate has grown from its independent studio roots into a global media and entertainment leader encompassing world-class film and television operations backed by an 18,000-title library. As Lionsgate’s Chief Executive Officer since 2000, Mr. Feltheimer provides a critical link to management’s perspective in Board discussions regarding the business and strategic direction of Lionsgate. With extensive experience at three different studios in the entertainment industry, Mr. Feltheimer brings an unparalleled level of strategic and operational experience to the LGEC Board, as well as an in-depth understanding of Lionsgate’s industry and invaluable relationships within the business and entertainment community.

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Emily Fine*

Age  49 Independent Director Since November 2015 Committee Membership Nominating and Corporate Governance Committee Residence: New York, New York * Ethnic/gender diverse member of the LGEC Board

Business Experience Ms. Fine is a principal of MHR Fund Management, a New York based private equity firm that manages approximately $5 billion of capital and has holdings in public and private companies in a variety of industries. Ms. Fine joined MHR Fund Management in 2002 and is a member of the firm’s investment committee. Prior to joining MHR Fund Management, Ms. Fine served as Senior Vice President at Cerberus Capital Management, L.P. and also worked at Merrill Lynch in the Telecom, Media & Technology Investment Banking Group, where she focused primarily on media merger and acquisition transactions. Other Directorships Ms. Fine serves on the Board of Directors of Rumie Initiative, a non-profit organization dedicated to providing access to free educational content through digital microlearning. Qualifications Ms. Fine brings to the LGEC Board a unique perspective of Lionsgate’s business operations and valuable insight regarding financial matters. Ms. Fine has over 20 years of investing experience and experience working with various companies in the media industry, including, as a principal of MHR Fund Management, working closely with Lionsgate over the past ten years. Investor Rights Agreement Ms. Fine serves as a designee of MHR Fund Management under the Investor Rights Agreement (discussed below).

Michael T. Fries

Age  60 Independent Director Since November 2015 Committee Membership Compensation Committee, Strategic Advisory Committee Residence Denver, Colorado

Business Experience Mr. Fries has served as the Chief Executive Officer, President and Vice Chairman of the Board of Directors of Liberty Global, plc (“Liberty Global”) (NASDAQ:  LBTYA, LBTYB, LBTYK) since June 2005. Mr. Fries was Chief Executive Officer of UnitedGlobalCom LLC (“UGC”) from January 2004 until the businesses of UGC and Liberty Media International, Inc. were combined to form Liberty Global. Other Directorships Mr. Fries is Executive Chairman of Liberty Latin America Ltd. (since December 2017) (NASDAQ:  LILA) and a director of Grupo Televisa S.A.B. (since April 2015) (NYSE:  TV; BMV:  TLEVISA CPO). Mr. Fries serves as board member of CableLabs® and as a Digital Communications Governor and Steering Committee member of the World Economic Forum. Mr. Fries serves as trustee and finance committee member for The Paley Center for Media. Qualifications Mr. Fries has over 30 years of experience in the cable and media industry. As an executive officer of Liberty Global and co-founder of its predecessor, Mr. Fries has overseen its growth into a world leader in converged broadband, video and mobile communications. Liberty Global delivers next-generation products through advanced fiber and 5G

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networks, and currently provides over 86 million connections across Europe and the U.K. Liberty Global’s joint ventures in the U.K. and the Netherlands generate combined annual revenue of over $17 billion, while remaining operations generate consolidated revenue of more than $7 billion. Through its substantial scale and commitment to innovation, Liberty Global is building Tomorrow’s Connections Today, investing in the infrastructure and platforms that empower customers and deploying the advanced technologies that nations and economies need to thrive. Additionally, Liberty Global’s investment arm includes a portfolio of more than 75 companies across content, technology and infrastructure.

Mr. Fries’ significant executive experience in building and managing international distribution and programming businesses, in-depth knowledge of all aspects of a global telecommunications business and responsibility for setting the strategic, financial and operational direction for Liberty Global contribute to the LGEC Board’s consideration of the strategic, operational and financial challenges and opportunities of Lionsgate’s business, and strengthen the LGEC Board’s collective qualifications, skills and attributes.

Investor Rights Agreement

Mr. Fries serves as the designee of Liberty under the Investor Rights Agreement (discussed below).

John D. Harkey, Jr.

Age 62 Independent Director Since June 2023 Committee Membership Audit & Risk Committee Residence Dallas, Texas

Business Experience Mr. Harkey has served as the principal and founder of JDH Investment Management, LLC, an investment advisory firm, since 2007, and as chairman and chief executive officer of Consolidated Restaurant Operations, Inc., a full-service and franchise restaurants company, since 1998. Mr. Harkey is also a co-founder, and has served on the board of directors, of Cessation Therapeutics, a developer of vaccines for addictions to fentanyl, heroin and nicotine, since June 2018. In addition, he was a co-founder of AveXis, Inc., a biotechnology company, from 2010 until it was acquired in 2018 by Novartis AG, and served as executive chairman from 2010 to 2015. Mr. Harkey holds a B.B.A. in Business Honors from the University of Texas at Austin, a J.D. from the University of Texas School of Law, and an M.B.A. from Stanford Graduate School of Business. Other Directorships Mr. Harkey serves on the board of directors of several privately-held companies and non-profit organizations, and previously served on the board of directors of Sumo Logic, Inc. until its acquisition by Francisco Partners in May 2023, Loral Space & Communications Inc., until its merger with Telesat Canada in November 2021, and Emisphere Technologies, Inc., until its acquisition by Novo Nordisk in December 2020. Qualifications Mr. Harkey has extensive operational experience as a private investor and chief executive, in both public and private companies, across a wide range of industries. Mr. Harkey qualifications and experiences, including executive leadership, global leadership, growth and operational scale,

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business development and strategy, finance and accounting, legal, regulatory, and compliance, and public company board membership, are invaluable to the LGEC Board.

Investor Rights Agreement

Mr. Harkey serves as a designee of MHR Fund Management under the Investor Rights Agreement (discussed below).

Susan McCaw*

Age  61 Independent Director Since September 2018 Committee Membership Audit & Risk Committee, Compensation Committee Residence North Palm Beach, Florida * Ethnic/gender diverse member of the LGEC Board

Business Experience Ms. McCaw is currently the President of SRM Capital Investments, a private investment firm. Before this, Ms. McCaw served as President of COM Investments, a position she held from April 2004 to June 2019 except while serving as U.S. Ambassador to the Republic of Austria from November 2005 to December 2007. Prior to April 2004, Ms. McCaw was the Managing Partner of Eagle Creek Capital, a private investment firm investing in private technology companies, a Principal with Robertson, Stephens & Company, a San Francisco-based technology investment bank, and an Associate in the Robertson Stephens Venture Capital Group. Earlier in her career, Ms. McCaw was a management consultant with McKinsey & Company. Other Directorships Ms. McCaw is a Director and member of the Leadership Development and Compensation Committee of Air Lease Corporation (NYSE:  AL). Ms. McCaw is the Vice Chair of the Hoover Institution and a board member of the Ronald Reagan Presidential Foundation & Institute, Teach for America, and the Stanford Institute for Economic Policy Research. She is also a founding board member of the Malala Fund and serves as the Chair of the Knight-Hennessy Scholars Global Advisory Board. Ms. McCaw is also Trustee Emerita of Stanford University. Qualifications Ms. McCaw brings deep experience and relationships in global business and capital markets to the LGEC Board through her private sector experience in investment banking and investment management, and through her public service as a former U.S. Ambassador. Ms. McCaw holds a Bachelor’s Degree in Economics from Stanford University and a Masters of Business Administration from Harvard Business School. Ms. McCaw’s experience both as an investor and diplomat brings broad and meaningful insight to the LGEC Board’s oversight of Lionsgate’s business.

Yvette Ostolaza*
Age  58 Independent Director Since December 2019	Business Experience Since October 2013, Ms. Ostolaza has been a partner at Sidley Austin LLP, an international law firm with 21 offices and nearly $3 billion in revenue. She currently serves as Sidley’s Management Committee Chair and as a member of the firm’s Executive Committee. Ms. Ostolaza has

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  Committee Membership Nominating and Corporate Governance Committee (Chair)   Residence Dallas, Texas   * Ethnic/gender diverse member of the LGEC Board also served on a number of nonprofit organizations as a board member or trustee.   Ms. Ostolaza has received various legal and leadership awards, including being recognized by the Hispanic National Bar as Law Firm Leader of 2022, as a “Thought Leader” at Corporate Counsel’s 2019 Women, Influence & Power in Law Awards. Ms. Ostolaza has been selected as one of 20 “Women of Excellence” nationally by Hispanic Business magazine. In 2018, she received the Anti-Defamation League’s prestigious Schoenbrun Jurisprudence Award for her outstanding leadership and exemplary contributions to the community. Ostolaza also received the Texas Lawyer’s Lifetime Achievement Award and named by that publication as one of ten “Winning Women” and as a “Woman to Watch.” She also has been recognized by the Texas Diversity Counsel as one of its “Most Powerful and Influential Women,” and by Latino Leaders Magazine as one of its “Most Powerful Latino Lawyers.” Ms. Ostolaza is also a past recipient of Girls, Inc.’s annual “Woman of Achievement” award.   Qualifications Ms. Ostolaza has spent her career developing a global practice representing public and private companies, board committees, and directors and officers in high-profile litigation, investigations, shareholder activism, regulatory, governance, and crisis management matters across a wide variety of industries. This breadth of experience provides important insight and counsel to the LGEC Board’s oversight of Lionsgate’s business.  

Mark H. Rachesky, M.D.

Age  64 Independent Director Since September 2009 Committee Membership Chair of the LGEC Board, Compensation Committee, Strategic Advisory Committee (Co-Chair) Residence New York, New York

Business Experience Dr. Rachesky is Founder and Chief Investment Officer of MHR Fund Management LLC, a New York-based private equity firm that manages approximately $5 billion of capital and has holdings in public and private companies across a variety of industries. Other Directorships Dr. Rachesky is the Non-Executive Chairman of the Board of Directors, member of the Nominating Committee and the Human Resources and Compensation Committee of Telesat Corporation (NASDAQ:  TSAT), and a director and member of the Nominating Committee, the Corporate Governance Committee and the Compensation Committee of Titan International, Inc. (NYSE:  TWI). Dr. Rachesky formerly served on the Board of Directors of Loral Space & Communications Inc. until its merger with Telesat Canada in November 2021, on the Board of Directors of Navistar International Corporation (NYSE:  NAV) until its merger with Traton SE in July 2021, and on the Board of Directors of Emisphere Technologies Inc. until it was acquired by Novo Nordisk in December 2020. Dr. Rachesky also serves on the Board of Directors of Mt. Sinai Hospital Children’s Center Foundation, the Board of Advisors of Columbia University Medical Center, as well as the Board of Overseers of the University of Pennsylvania. Qualifications Dr. Rachesky has demonstrated leadership skills as well as extensive financial expertise and broad-based business knowledge and relationships.

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In addition, as the Chief Investment Officer of MHR Fund Management LLC, with a demonstrated investment record in companies engaged in a wide range of businesses over the last 20 plus years, together with his experience as chair and director of other public and private companies, Dr. Rachesky brings broad and insightful perspectives to the LGEC Board relating to economic, financial and business conditions affecting Lionsgate and its strategic direction.

Investor Rights Agreement

Dr. Rachesky serves as a designee of MHR Fund Management under the Investor Rights Agreement (discussed below).

Daryl Simm

Age  62 Independent Director Since September 2004 Committee Memberships Compensation Committee (Chair) Residence Naples, Florida

Business Experience Since November 2021, Mr. Simm has been the President and Chief Executive Officer of Omnicom Group, Inc. (NYSE: OMC). From February 1998 to November 2021, Mr. Simm was Chairman and Chief Executive Officer of Omnicom Media Group, a division of Omnicom Group, Inc. Qualifications Mr. Simm leads one of the industry’s largest media planning and buying groups representing blue-chip global advertisers that connect their brands to consumers through entertainment content. The agencies he leads routinely receive accolades as the most effective and creative in their field and he has been recognized as one of the “100 most influential leaders in marketing, media and tech.” Earlier in his career, Mr. Simm ran P&G Productions, a prolific producer of television programming, where he was involved in large co-production ventures and international content distribution. Mr. Simm was also the top media executive at Procter & Gamble, the world’s largest advertiser and a pioneer in the use of branded entertainment content. Mr. Simm’s broad experience across the media and content space makes him well qualified to serve on the LGEC Board.

Hardwick Simmons

Age  83 Independent Director Since June 2005 Committee Membership Audit & Risk Committee (Chair), Strategic Advisory Committee Residence Marion, Massachusetts

Business Experience Mr. Simmons currently serves as a director of several privately held companies. From February 2001 to June 2003, Mr. Simmons served first as Chief Executive Officer and then as Chairman and Chief Executive Officer at The NASDAQ Stock Market Inc. From May 1991 to December 2000, Mr. Simmons served as President and Chief Executive Officer of Prudential Securities Incorporated. Other Directorships From 2003 to 2016, Mr. Simmons was the Lead Director and Chairman of the Audit and Risk Committee of Raymond James Financial (NYSE:  RJF). Qualifications Mr. Simmons, through an accomplished career overseeing one of the largest equity securities trading markets in the world and other large complex financial institutions, brings important business and financial expertise to the LGEC Board in its deliberations on complex transactions

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and other financial matters. In addition, his broad business knowledge, connections in the business community and valuable insight regarding investment banking and regulation are relevant to the LGEC Board’s oversight of Lionsgate’s business.

Harry E. Sloan

Age  73 Independent Director Since December 2021 Committee Membership Compensation Committee, Strategic Advisory Committee Residence Los Angeles, California

Business Experience Mr. Sloan is a founder, public company chief executive officer and a leading investor in the media, entertainment and technology industries. Mr. Sloan is the Chairman and CEO of Eagle Equity Partners II, LLC (“Eagle Equity”). Under Mr. Sloan’s leadership, Eagle Equity has acquired and taken public, through special purpose acquisition companies, several digital media companies including, during 2020, DraftKings, Inc. (Nasdaq:  DKNG) (“DraftKings”) and Skillz Inc. (NYSE:  SKLZ). Mr. Sloan has been at the forefront and evolution of the video gaming industry as one of the founding investors and a Board Member of Zenimax/Bethesda Game Studios, the awarding winning studio acquired by Microsoft in March 2021. Mr. Sloan co-founded Soaring Eagle Acquisition Corp., which raised $1.725 billion in its initial public offering in February 2021, and in September 2021, completed its initial business combination with Ginkgo Bioworks Holdings, Inc. (NYSE: DNA) (“Ginkgo”). In January 2022, Mr. Sloan and his partners launched Screaming Eagle Acquisition Corp. (NASDAQ: SCRM). Earlier in his career, Mr. Sloan was Chairman and Chief Executive Officer of MGM Studios and founded and led two public companies in the entertainment media arena, New World Entertainment and SBS Broadcasting, S.A. Mr. Sloan was also one of the founding investors of Lionsgate and served as Lionsgate’s Non-Executive Chairman from 2004 to 2005. Other Directorships Mr. Sloan is a member of the Board of Directors and a member of the Audit Committee of Ginkgo, and Vice Chairman of the Board of Directors and Chair of the Nominating and Corporate Governance Committee of DraftKings. Qualifications Mr. Sloan’s extensive experience as an international media investor, entrepreneur and studio executive makes him well qualified to serve on the LGEC Board. Investor Rights Agreement Mr. Sloan serves as a designee of Discovery Lightning under the Investor Rights Agreement (discussed below).

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Board Profile

The LGEC Board and its Corporate Governance and Nominating Committee are committed to ensuring that the LGEC Board is composed of directors who possess highly relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of shareholders. The following provides a snapshot of the skills and experience of the current LGEC Board.

Burns

Clyburn

Crawford

Feltheimer

Fine

Fries

Harkey

McCaw

Ostolaza

Rachesky

Simm

Simmons

Sloan

Corporate Governance and Risk Management Understanding LGEC Board and management accountability, transparency, and protection of shareholders’ interests, overseeing the various risks facing Lionsgate and ensuring that appropriate policies and procedures are in place to effectively manage risk.

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Finance and Capital Allocation Management or oversight of the finance function of a company, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes.

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Global Business Expertise in global business cultures and consumer preferences gained through experience in international markets.

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Media and Entertainment Experience and expertise with the entertainment and media industry.

✓

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Public Company Experience of modern board practice and principles and the ability and business acumen to debate and address critical board-level issues.

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Strategic Planning Expertise in identifying and developing opportunities for long-term value creation, including experience in driving innovation, improving operations, identifying risks and executing Lionsgate’s strategic goals.

✓

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Ethnic/Gender Diversity Contributes to the representation of varied backgrounds, perspectives and experience in the boardroom.

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VOTE REQUIRED AND BOARD RECOMMENDATION

A plurality of the shares of existing Class A common stock voting in person or by proxy is required to elect each of the 13 nominees for director. A plurality means that the 13 nominees receiving the largest number of votes cast (votes “FOR”) will be elected. Shareholders are not permitted to cumulate their shares of existing Class A common stock for purposes of electing directors.

For purposes of this proposal, broker non-votes are not treated as votes cast and are not counted in the determination of the number of votes necessary for the election of each of the nominated directors.

UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR THE ELECTION OF EACH DIRECTOR.

THE LGEC BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.   FOR

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Proposal No. 2:  Re-Appointment of Independent Registered Public Accounting Firm

At the request of the Audit & Risk Committee of the LGEC Board, Ernst & Young LLP will be nominated at the annual general and special meeting for re-appointment as Lionsgate’s independent registered public accounting firm for the fiscal year ending March 31, 2024 at remuneration to be fixed by the Audit & Risk Committee of the LGEC Board. Ernst & Young LLP has been Lionsgate’s independent registered public accounting firm since August 2001.

Representatives of Ernst & Young LLP are expected to be present at the annual general and special meeting, and will have the opportunity to make a statement if they desire to do so, and to respond to appropriate questions from shareholders.

VOTE REQUIRED AND BOARD RECOMMENDATION

The affirmative vote of a majority of votes cast by holders of the shares of existing Class A common stock present or represented by proxy at the annual general and special meeting is required for the re-appointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm. For purposes of this proposal, abstentions are not treated as votes cast and are not counted in the determination of the number of votes necessary for the re-appointment of Ernst & Young LLP as Lionsgate’s independent registered public accounting firm.

UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF LIONSGATE FOR THE FISCAL YEAR ENDING MARCH 31, 2024, AT A REMUNERATION TO BE DETERMINED BY THE AUDIT & RISK COMMITTEE OF THE LGEC BOARD.

THE LGEC BOARD RECOMMENDS A VOTE FOR THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF LIONSGATE FOR THE FISCAL YEAR ENDING MARCH 31, 2024.   FOR

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Proposal No. 3:  Advisory Vote to Approve Executive Compensation

Lionsgate is providing its shareholders with the opportunity to cast a non-binding, advisory vote on the compensation of Lionsgate’s Named Executive Officers (as defined in the section entitled “Additional Annual General and Special Meeting Matters—Executive Compensation—Compensation Discussion and Analysis of Lionsgate and Named Executive Officers”) as disclosed pursuant to the SEC’s executive compensation disclosure rules and set forth in this joint information/proxy statement (including in the compensation tables and narratives accompanying those tables as well as in the section entitled “Additional Annual General and Special Meeting Matters—Compensation Discussion and Analysis of Lionsgate”).

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act) and the related rules of the SEC, the LGEC Board will request your advisory vote on the following resolution at the annual general and special meeting:

RESOLVED, that the compensation paid to Lionsgate’s Named Executive Officers, as disclosed in this joint information/proxy statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the section entitled “Additional Annual General and Special Meeting Matters—Executive Compensation—Compensation Discussion and Analysis of Lionsgate,” the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved.

This vote is an advisory vote only and will not be binding on Lionsgate, the LGEC Board or the Compensation Committee of the LGEC Board, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the LGEC Board or its Compensation Committee. However, Lionsgate’s Compensation Committee, which is responsible for designing and administering Lionsgate’s executive compensation program, values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for the Named Executive Officers.

Lionsgate’s current policy is to provide shareholders with an opportunity to approve the compensation of the Named Executive Officers each year at the annual general and special meeting of the shareholders of Lionsgate. The next such vote will occur at the 2024 annual general and special meeting of the shareholders of Lionsgate.

VOTE REQUIRED AND BOARD RECOMMENDATION

Approval of this Proposal No. 3 requires the affirmative vote of the holders of a majority of the votes cast by holders of the shares of existing Class A common stock present in person or by proxy at the annual general and special meeting. For purposes of this proposal, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the number of votes necessary for the advisory vote to approve executive compensation.

UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

THE LGEC BOARD RECOMMENDS A VOTE FOR THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.   FOR  

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Proposal No. 4:  Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation

As described in Proposal No. 3 above, Lionsgate is providing its shareholders with the opportunity to cast a non-binding, advisory vote on the compensation of Lionsgate’s Named Executive Officers (referred to as a “say-on-pay” vote).

In 2017, Lionsgate’s shareholders had the opportunity to cast an advisory vote on how often Lionsgate should include a say-on-pay vote in Lionsgate’s proxy materials for its annual meetings of shareholders or special shareholder meetings for which it must include executive compensation information in the proxy statement for that meeting (referred to as a “say-on-frequency” vote). At Lionsgate’s 2017 annual meeting, Lionsgate’s shareholders voted to hold a say-on-pay vote every year, and the LGEC Board determined that the say-on-pay vote would be held annually.

Under SEC rules, Lionsgate is required to hold a new say-on-frequency vote at least every six years. Accordingly, this Proposal No. 4 affords Lionsgate’s shareholders the opportunity to cast an advisory vote on how often Lionsgate should include a say-on-pay vote in its proxy materials for future annual meetings of shareholders (or special shareholder meetings for which Lionsgate must include executive compensation information in the proxy statement for that meeting). Under this Proposal No. 4, shareholders may vote to have future advisory votes on executive compensation every year, every two years, every three years, or abstain from voting.

Lionsgate believes that advisory votes on executive compensation should be conducted every year so that Lionsgate shareholders may annually express their views on Lionsgate’s executive compensation program.

Like the say-on-pay vote, this say-on-frequency vote is advisory and will not be binding on Lionsgate, the LGEC Board or its Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the LGEC Board or its Compensation Committee. However, Lionsgate’s Compensation Committee, which is responsible for designing and administering Lionsgate’s executive compensation program, values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of this vote when determining the frequency of future say-on-pay votes.

VOTE REQUIRED AND BOARD RECOMMENDATION

Approval of one of the alternatives on frequency of future advisory votes to approve executive compensation set forth in this Proposal No. 4 requires the affirmative vote of the holders of a majority of the votes cast by holders of the shares of existing Class A common stock present in person or by proxy at the annual general and special meeting. For purposes of this proposal, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the frequency option receiving the highest number of votes. However, if no option receives the affirmative vote of at least a majority of the votes cast by holders of the shares of existing Class A common stock present or represented by proxy at the annual general and special meeting, then the LGEC Board will consider the option receiving the highest number of votes as the preferred option of the shareholders.

UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR EVERY ONE YEAR FOR THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION.

THE LGEC BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “EVERY ONE YEAR” FOR PROPOSAL NO. 4.   FOR

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Proposal No. 5: Approval of the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan

General

At the annual general and special meeting of shareholders, shareholders will be asked to approve the Lions Gate Entertainment Corp. 2023 Performance Incentive Plan (the “2023 Plan”), which was adopted, subject to shareholder approval, by the LGEC Board on July 7, 2023. Lionsgate believes that incentives and share-based awards focus employees on the objective of creating shareholder value and promoting the success of Lionsgate and that incentive compensation plans like the proposed 2023 Plan are an important attraction, retention and motivation tool for participants in the plan.

Lionsgate currently maintains the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan, as amended (the “2019 Plan”). As of July 7, 2023 a total of 44,458,752 shares of existing LGEC common stock were then subject to outstanding awards granted under the 2019 Plan and the other Prior Plans (as defined below), and an additional 5,027,631 shares of existing LGEC common stock were then available for new award grants under the 2019 Plan. For purposes of this 2023 Plan proposal, performance-based awards that have been approved by the Lionsgate Compensation Committee but for which the performance goals have not yet been established (and accordingly are not treated as “granted” for accounting purposes until the relevant performance goals have been set) have nevertheless been included in the awards that are outstanding as of a particular date. For additional information on Lionsgate’s past grants under the Prior Plans and the potential dilutive impact of the 2023 Plan, please see “Specific Benefits Under the 2023 Performance Incentive Plan” below.

The LGEC Board believes that the number of shares currently available under the 2019 Plan does not give Lionsgate sufficient authority and flexibility to adequately provide for future incentives. If shareholders approve the 2023 Plan, no new awards will be granted under the 2019 Plan after the annual general and special meeting of shareholders, and the number of shares of existing LGEC common stock that remain available for award grants under the 2019 Plan immediately prior to the annual general and special meeting of shareholders will be made available for award grants under the 2023 Plan. An additional 7,000,000 shares of existing LGEC common stock will also be made available for award grants under the 2023 Plan. In addition, if shareholders approve the 2023 Plan, any shares of existing LGEC common stock subject to outstanding awards under the Prior Plans that expire, are cancelled, or otherwise terminate or are forfeited after the annual general and special meeting of shareholders will also be available for award grant purposes under the 2023 Plan.

If shareholders approve the 2023 Plan, Lionsgate’s ability to grant new awards under the 2019 Plan will terminate, but it will not affect awards then outstanding under the plan. If shareholders do not approve the 2023 Plan, Lionsgate will continue to have the authority to grant awards under the 2019 Plan.

Awards granted under the 2019 Plan may be denominated or settled in either shares of existing Class A common stock or shares of existing Class B common stock, as determined by the plan administrator, provided that in no event may the total number of shares issued pursuant to awards granted under the 2019 Plan exceed the aggregate share limit of the 2019 Plan. Similarly, awards granted under the 2023 Plan may be denominated or settled in either shares of existing Class A common stock or shares of existing Class B common stock, as determined by the plan administrator, provided that in no event may the total number of shares issued pursuant to awards granted under the 2023 Plan exceed the “Share Limit” described below in this 2023 Plan proposal. As used in this proposal, shares of existing LGEC common stock refers to either shares of existing Class A common stock or shares of existing Class B common stock, unless otherwise specified.

Reasons for the Adoption of the 2023 Performance Incentive Plan

A key goal of Lionsgate’s compensation program is to facilitate the creation of long-term value for shareholders by attracting, motivating, and retaining top senior talent. To this end, the Lionsgate Compensation Committee has designed and administers the compensation program to reward Lionsgate’s senior employees for

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sustained financial and operating performance, to align their interests with shareholders, and to encourage them to remain with Lionsgate for long and productive careers. Lionsgate’s goal is to deliver a majority of senior employees’ total target compensation in the form of “at risk” long-term equity incentive awards. Lionsgate believes that providing this equity stake is essential to creating compensation opportunities that are competitive relative to market levels, and aligns the employee’s incentives with Lionsgate’s shareholders’ interests in a manner that drives superior performance over time.

In the current environment, hiring in the media and entertainment industry continues to be extremely competitive, and retaining employees, many of whom are highly experienced and extraordinarily talented individuals who would be difficult to replace, is a necessity. Many of these employees have had, and Lionsgate expects will continue to have, multiple employment options available to them. Equity participation can differentiate a company’s compensation package and make it more attractive to potential candidates. Additionally, Lionsgate believes that granting equity incentives helps align the interests of key employees with those of the company’s shareholders. When employees have a personal stake in the company’s performance, they are more likely to make decisions that benefit the company and its shareholders in the long run. This alignment promotes a sense of shared purpose and fosters a stronger sense of loyalty and dedication. Moreover, equity incentives encourage employees to take a long-term perspective on Lionsgate’s success, encouraging employees to focus on sustainable growth and value creation. Accordingly, Lionsgate believes it is in the best interests of shareholders and Lionsgate to increase the number of shares available for new grants under Lionsgate’s equity incentive program as described above in order to give Lionsgate sufficient authority and flexibility to adequately provide for future incentives.

Summary Description of the 2023 Performance Incentive Plan

The principal terms of the 2023 Plan are summarized below. The following summary is qualified in its entirety by the full text of the 2023 Plan, which appears as Annex C to this joint information/proxy statement.

Purpose. The purpose of the 2023 Plan is to promote the success of Lionsgate by providing an additional means for it to attract, motivate, retain and reward selected employees and other eligible persons through the grant of awards. Equity-based awards are also intended to further align the interests of award recipients and its shareholders.

Administration. The LGEC Board or one or more committees appointed by the LGEC Board will administer the 2023 Plan. The LGEC Board has delegated general administrative authority for the 2023 Plan to the Lionsgate Compensation Committee. The LGEC Board or a committee thereof (within its delegated authority) may delegate different levels of authority to different committees or persons with administrative and grant authority under the 2023 Plan. (The appropriate acting body, be it the LGEC Board, a committee within its delegated authority, or another person within his or her delegated authority, is referred to in this proposal as the “Administrator”).

The Administrator has broad authority under the 2023 Plan including, without limitation, the authority:

• to select eligible participants and determine the type(s) of award(s) that they are to receive;

• to grant awards and determine the terms and conditions of awards, including the price (if any) to be paid for the shares or the award and, in the case of share-based awards, the number of shares to be offered or awarded;

• to determine any applicable vesting and exercise conditions for awards (including any applicable time-based and/or performance-based vesting or exercisability conditions) and the extent to which such conditions have been satisfied, or determine that no delayed vesting or exercise is required, to determine the circumstances in which any performance-based goals (or the applicable measure of

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performance) will be adjusted and the nature and impact of any such adjustment, to establish the events (if any) on which exercisability or vesting may accelerate (including specified terminations of employment or service or other circumstances), and to accelerate or extend the vesting or exercisability or extend the term of any or all outstanding awards (subject in the case of stock options and share appreciation rights to the maximum term of the award);

• to cancel, modify, or waive Lionsgate’s rights with respect to, or modify, discontinue, suspend, or terminate, any or all outstanding awards, subject to any required consents;

• subject to the other provisions of the 2023 Plan, to make certain adjustments to an outstanding award and to authorize the conversion, succession or substitution of an award;

• to determine the method of payment of any purchase price for an award or shares of existing LGEC common stock delivered under the 2023 Plan, as well as any tax-related items with respect to an award, which may be in the form of cash, check, or electronic funds transfer, by the delivery of already-owned shares of existing LGEC common stock or by a reduction of the number of shares deliverable pursuant to the award, by services rendered by the recipient of the award, by notice and third party payment or cashless exercise on such terms as the Administrator may authorize, or any other form permitted by law;

• to modify the terms and conditions of any award, establish sub-plans and agreements and determine different terms and conditions that the Administrator deems necessary or advisable to comply with laws in the countries where Lionsgate or one of its subsidiaries operates or where one or more eligible participants reside or provide services;

• to approve the form of any award agreements used under the 2023 Plan; and

• to construe and interpret the 2023 Plan, make rules for the administration of the 2023 Plan, and make all other determinations for the administration of the 2023 Plan.

No Repricing. In no case (except due to an adjustment to reflect a stock split or other event referred to under “Adjustments” below, or any repricing that may be approved by shareholders) will the Administrator (1) amend an outstanding stock option or share appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or share appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or share appreciation right in exchange for a stock option or share appreciation right with an exercise or base price that is less than the exercise or base price of the original award.

Eligibility. Persons eligible to receive awards under the 2023 Plan include officers or employees of Lionsgate or any of its subsidiaries, directors of Lionsgate, and certain consultants and advisors to Lionsgate or any of its subsidiaries. As of July 7, 2023, approximately 1,500 officers and employees of Lionsgate and its subsidiaries (including all of the Named Executive Officers), and each of the current 10 members of the LGEC Board who are not employed by Lionsgate or any of its subsidiaries (the “Non-Employee Directors”), were considered eligible under the 2023 Plan. Additionally, approximately 45 consultants and advisors of Lionsgate and its subsidiaries were then considered eligible under the 2023 Plan.

Aggregate Share Limit. The maximum number of shares of existing LGEC common stock that may be issued or transferred pursuant to awards under the 2023 Plan equals the sum of the following (such total number of shares referred to in this proposal, the “Share Limit”):

• 7,000,000 shares of existing LGEC common stock, plus

• the number of shares available for additional award grant purposes under the 2019 Plan as of the date of the annual general and special meeting of shareholders and determined immediately prior to the termination of the authority to grant new awards under the 2019 Plan as of the date of the annual general and special meeting of shareholders, plus

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• the number of any shares subject to stock options and share appreciation rights granted under the 2019 Plan, the Lions Gate Entertainment Corp. 2017 Performance Incentive Plan, as amended, the Lions Gate Entertainment Corp. 2012 Performance Incentive Plan, as amended, and the Starz 2016 Omnibus Incentive Plan (collectively, the “Prior Plans”) and outstanding as of the date of the annual general and special meeting of shareholders which expire, or for any reason are cancelled or terminated, after the date of the annual general and special meeting of shareholders without being exercised, plus

• the number of any shares subject to restricted share unit awards granted under the Prior Plans that are outstanding and unvested as of the date of the annual general and special meeting of shareholders which are forfeited, terminated, cancelled, or otherwise reacquired after the date of the annual general and special meeting of shareholders without having become vested.

Shares of existing LGEC common stock available for issuance under the 2023 Plan (including, for purposes of clarity, any shares originally authorized for issuance under any Prior Plan that become available for issuance under the 2023 Plan as described above) may be issued as either shares of existing Class A common stock or shares of existing Class B common stock, as determined by the Administrator in its sole discretion and set forth in the applicable award agreement; provided that in no event may the combined number of shares of existing Class A common stock and shares of existing Class B common stock issued under the 2023 Plan exceed the Share Limit.

Additional Share Limits. The following other limits are also contained in the 2023 Plan. These limits are in addition to, and not in lieu of, the Share Limit for the plan described above.

• The maximum number of shares of existing LGEC common stock that may be delivered pursuant to stock options qualified as incentive stock options granted under the 2023 Plan is 10,000,000 shares. (For clarity, any shares issued in respect of incentive stock options granted under the plan will also count against the overall Share Limit above.)

• The maximum grant date fair value for awards granted to a Non-Employee Director under the 2023 Plan during any one calendar year is $400,000, except that this limit will be $600,000 as to (1) a Non-Employee Director who is serving as the independent chair of the LGEC Board or as a lead independent director at the time the applicable grant is made or (2) any new Non-Employee Director for the calendar year in which the Non-Employee Director is first elected or appointed to the LGEC Board; provided that these limits will not apply to retainer and meeting fees that the Non-Employee Director may elect to receive in the form of either cash or shares. For purposes of this limit, the “grant date fair value” of an award means the value of the award on the date of grant of the award determined using the equity award valuation principles applied in Lionsgate’s financial reporting. This limit will not apply to, and will be determined without taking into account, any award granted to an individual who, on the grant date of the award, is an officer or employee of Lionsgate or one of its subsidiaries. This limit will apply on an individual basis and not on an aggregate basis to all Non-Employee Directors as a group.

Share-Limit Counting Rules. The Share Limit of the 2023 Plan is subject to the following rules:

• Shares that are subject to or underlie awards which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2023 Plan will not be counted against the Share Limit and will again be available for subsequent awards under the 2023 Plan.

• To the extent that shares are delivered pursuant to the exercise of a share appreciation right granted under the 2023 Plan, the number of underlying shares which are actually issued in payment of the award will be counted against the Share Limit. (For purposes of clarity, if a share appreciation right

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relates to 100,000 shares and is exercised at a time when the payment due to the participant is 15,000 shares, 15,000 shares will be counted against the Share Limit with respect to such exercise.)

• Shares that are exchanged by a participant or withheld by Lionsgate as full or partial payment in connection with any award granted under the 2023 Plan (including as to payment of the exercise price of a stock option), as well as any shares exchanged by a participant or withheld by Lionsgate to satisfy the tax withholding obligations related to any award granted under the 2023 Plan, will not be counted against the Share Limit and will again be available for subsequent awards under the 2023 Plan.

• In addition, shares that are exchanged by a participant or withheld by Lionsgate after the date of the annual general and special meeting of shareholders as full or partial payment in connection with any award granted under the Prior Plans, as well as any shares exchanged by a participant or withheld by Lionsgate after the date of the annual general and special meeting of shareholders to satisfy the tax withholding obligations related to any award granted under the Prior Plans, will be available for new awards under the 2023 Plan.

• To the extent that an award is settled in cash or a form other than shares, the shares that would have been delivered had there been no such cash or other settlement will not be counted against the Share Limit and will again be available for subsequent awards under the 2023 Plan.

• In the event that shares are delivered in respect of a dividend equivalent right, the actual number of shares delivered with respect to the award shall be counted against the Share Limit. (For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when Lionsgate pays a dividend, and 50 shares are delivered in payment of those rights with respect to that dividend, 50 shares shall be counted against the Share Limit). Except as otherwise provided by the Administrator, shares delivered in respect of dividend equivalent rights shall not count against any individual award limit under the 2023 Plan other than the aggregate Share Limit.

In addition, the 2023 Plan generally provides that shares issued in connection with awards that are granted by or become obligations of Lionsgate through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the 2023 Plan. Lionsgate may not increase the applicable share limits of the 2023 Plan by repurchasing shares of existing LGEC common stock on the market (by using cash received through the exercise of stock options or otherwise).

Types of Awards. The 2023 Plan authorizes stock options, share appreciation rights, stock bonuses and other forms of awards granted or denominated in shares of existing LGEC common stock or units of shares of existing LGEC common stock, as well as cash bonus awards. The 2023 Plan retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be structured to be paid or settled in cash.

A stock option is the right to purchase shares of existing LGEC common stock at a future date at a specified price per share (the “exercise price”). The per share exercise price of a stock option generally may not be less than the fair market value of a share of existing LGEC common stock on the date of grant. The maximum term of a stock option is ten years from the date of grant. A stock option may either be an incentive stock option or a nonqualified stock option. Incentive stock option benefits are taxed differently from nonqualified stock options, as described under “Federal Income Tax Consequences of Awards Under the 2023 Plan” below. Incentive stock options are also subject to more restrictive terms and are limited in amount by the U.S. Internal Revenue Code and the 2023 Plan. Incentive stock options may only be granted to employees of Lionsgate or a subsidiary.

A share appreciation right (also referred to as a “SAR”) is the right to receive payment of an amount equal to the excess of the fair market value of a shares of existing LGEC common stock on the date of exercise of the SAR over the base price of the SAR. The base price will be established by the Administrator at the time of grant of the SAR and generally may not be less than the fair market value of a share of existing LGEC common stock on the date of grant. SARs may be granted in connection with other awards or independently. The maximum term of a SAR is ten years from the date of grant.

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The other types of awards that may be granted under the 2023 Plan include, without limitation, stock bonuses, performance stock, stock units or phantom stock (which are contractual rights to receive shares of stock, or cash based on the fair market value of a share of stock), dividend equivalents which represent the right to receive a payment based on the dividends paid on a share of stock over a stated period of time, or similar rights to purchase or acquire shares, and cash awards.

Any awards under the 2023 Plan (including awards of stock options and share appreciation rights) may be fully-vested at grant or may be subject to time- and/or performance-based vesting requirements.

Dividend Equivalents; Deferrals. The Administrator may provide for the deferred payment of awards, and may determine the other terms applicable to deferrals. The Administrator may provide that awards under the 2023 Plan (other than options or SARs), and/or deferrals, earn dividends or dividend equivalents based on the amount of dividends paid on outstanding shares of existing LGEC common stock, provided that any dividend equivalent rights granted in connection with a portion of an award granted under the 2023 Plan that is subject to unsatisfied vesting requirements will be subject to termination and forfeiture to the same extent as the corresponding portion of the award to which they relate in the event the applicable vesting requirements are not satisfied (or, in the case where the dividend must be paid as a matter of law, the dividend payment will be subject to forfeiture or repayment, as the case may be, if the related vesting conditions are not satisfied).

Assumption and Termination of Awards. If an event occurs in which Lionsgate does not survive (or does not survive as a public company in respect of its shares of existing LGEC common stock), including, without limitation, a dissolution, merger, combination, consolidation, conversion, exchange of securities, or other reorganization, or a sale of all or substantially all of the business, stock or assets of Lionsgate, awards then-outstanding under the 2023 Plan will not automatically become fully vested pursuant to the provisions of the 2023 Plan so long as such awards are assumed, substituted for or otherwise continued. However, if awards then-outstanding under the 2023 Plan are to be terminated in such circumstances (without being assumed or substituted for), such awards would generally become fully vested (with any performance goals applicable to the award being deemed met at the “target” performance level), subject to any exceptions that the Administrator may provide for in an applicable award agreement. The Administrator also has the discretion to establish other change in control provisions with respect to awards granted under the 2023 Plan. For example, the Administrator could provide for the acceleration of vesting or payment of an award in connection with a corporate event.

Transfer Restrictions. Subject to certain exceptions contained in Section 5.6 of the 2023 Plan, awards under the 2023 Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution and are generally exercisable, during the recipient’s lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The Administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities laws and are not made for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting securities are held by the award recipient or by the recipient’s family members).

Adjustments. As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2023 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, are subject to adjustment in the event of unusual or extraordinary corporate transactions including mergers, combinations, recapitalizations, stock splits, spin-offs, split-ups or similar extraordinary dividend event distributions in respect of Lionsgate’s common stock or any exchange of Lionsgate common stock or any other securities of Lionsgate, or any of the similar transactions (including the separation), and extraordinary dividends to the shareholders.

No Limit on Other Authority. Except as expressly provided with respect to the termination of the authority to grant new awards under the 2019 Plan if shareholders approve the 2023 Plan, the 2023 Plan does not limit the

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authority of the LGEC Board or any committee to grant awards or authorize any other compensation, with or without reference to the shares of existing LGEC common stock, under any other plan or authority.

Termination of or Changes to the 2023 Plan. The LGEC Board may amend or terminate the 2023 Plan at any time and in any manner. Shareholder approval for an amendment will be required only to the extent then required by applicable law or deemed necessary or advisable by the LGEC Board. Unless terminated earlier by the LGEC Board and subject to any extension that may be approved by shareholders, the authority to grant new awards under the 2023 Plan will terminate on July 7, 2033. Outstanding awards, as well as the Administrator’s authority with respect thereto, generally will continue following the expiration or termination of the plan. Generally speaking, outstanding awards may be amended by the Administrator (except for a repricing), but the consent of the award holder is required if the amendment (or any plan amendment) materially and adversely affects the holder.

Federal Income Tax Consequences of Awards under the 2023 Plan

The U.S. federal income tax consequences of the 2023 Plan under current federal law, which is subject to change, are summarized in the following discussion of the general tax principles applicable to the 2023 Plan. This summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the U.S. Internal Revenue Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local, or international tax consequences.

With respect to nonqualified stock options, Lionsgate is generally entitled to deduct and the participant recognizes taxable income in an amount equal to the difference between the stock option exercise price and the fair market value of the shares at the time of exercise. With respect to incentive stock options, Lionsgate is generally not entitled to a deduction nor does the participant recognize income at the time of exercise, although the participant may be subject to the U.S. federal alternative minimum tax.

The current federal income tax consequences of other awards authorized under the 2023 Plan generally follow certain basic patterns: bonuses, SARs, cash and share-based performance awards, dividend equivalents, share units, and other types of awards are generally subject to tax at the time of payment; and compensation otherwise effectively deferred is taxed when paid. In each of the foregoing cases, Lionsgate will generally have a corresponding deduction at the time the participant recognizes income.

If an award is accelerated under the 2023 Plan in connection with a “change in control” (as this term is used under the U.S. Internal Revenue Code), Lionsgate may not be permitted to deduct the portion of the compensation attributable to the acceleration (“parachute payments”) if it exceeds certain threshold limits under the U.S. Internal Revenue Code (and certain related excise taxes may be triggered). Furthermore, under Section 162(m) of the Code, the aggregate compensation in excess of $1,000,000 payable to current or former Named Executive Officers (including amounts attributable to equity-based and other incentive awards) may not be deductible by Lionsgate in certain circumstances.

Specific Benefits under the 2023 Performance Incentive Plan

Lionsgate has not approved any awards that are conditioned upon shareholder approval of the proposed 2023 Plan. If the 2023 Plan had been in effect in fiscal 2023, Lionsgate expects that its award grants for fiscal 2023 would not have been substantially different from those actually made in that year under the current version of the 2019 Plan. For information regarding stock-based awards granted to the Named Executive Officers during fiscal 2023, see the material under the heading “Compensation Discussion and Analysis” below.

Potential Dilution. The following paragraphs include additional information to help you assess the potential dilutive impact of Lionsgate’s equity awards and the 2023 Plan. The Prior Plans are Lionsgate’s only equity compensation plans. As noted above, the Prior Plans have terminated and no new awards may be granted under those plans (subject, in the case of the 2019 Plan, to shareholder approval of this 2023 Plan proposal).

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Overhang. “Overhang” refers to the number of shares of existing LGEC common stock that are subject to outstanding awards or remain available for new award grants. The following table shows the total number of shares of existing Class A common stock and shares of existing Class B common stock that were subject to outstanding restricted share unit awards granted under the Prior Plans, that were subject to outstanding stock options and SARs granted under the Prior Plans, and that were then available for new award grants under the 2019 Plan, in each case as of March 31, 2023 and as of July 7, 2023. In this 2023 Plan proposal, the number of shares of existing LGEC common stock subject to restricted share unit awards granted during any particular period or outstanding on any particular date is presented based on the actual number of shares of existing LGEC common stock covered by those awards. For awards subject to performance-based vesting requirements, unless otherwise stated, the number of shares presented is based on the target level of performance (which is also the maximum number of shares that may be issued under the award). As noted above, for purposes of this 2023 Plan proposal, performance-based awards approved by the Lionsgate Compensation Committee under the Prior Plans for which the performance goals have not yet been established (and accordingly are not treated as “granted” for accounting purposes until the relevant performance goals have been set) have nevertheless been included in the awards that are outstanding as of a particular date. The information in the table below is presented after giving effect to the Exchange Program described below.

	As of March 31, 2023		As of July 7, 2023
Shares of existing Class A common stock subject to outstanding restricted share unit awards (excluding performance-based vesting awards)		38,946		38,946
Shares of existing Class B common stock subject to outstanding restricted share unit awards (excluding performance-based vesting awards)		9,919,274		12,186,266
Shares of existing Class A common stock subject to outstanding performance-based vesting restricted share unit awards		0		0
Shares of existing Class B common subject to outstanding performance-based vesting restricted share unit awards		6,133,673		11,237,872
Shares of existing Class A common stock subject to outstanding stock options and SARs (excluding performance-based vesting awards)		3,937,940		2,341,095
Shares of existing Class B common subject to outstanding stock options and SARs (excluding performance-based vesting awards)		14,992,259		13,288,110
Shares of existing Class A common stock subject to outstanding performance-based vesting stock options and SARs		331,770		331,770
Shares of existing Class B common subject to outstanding performance-based vesting stock options and SARs		5,072,381		5,034,693
Shares available for new award grants under 2019 Plan		11,365,097		5,027,631

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Burn Rate. “Burn Rate” refers to the number of shares that are subject to awards that Lionsgate grants over a particular period of time, expressed as a percentage of Lionsgate’s total number of issued and outstanding shares. The weighted-average number of shares of existing LGEC common stock issued and outstanding in each of the last three fiscal years was 220,489,192 shares issued and outstanding in fiscal 2021; 224,102,992 shares issued and outstanding in fiscal 2022; and 227,864,061 shares issued and outstanding in fiscal 2023. The number of shares of existing LGEC common stock issued and outstanding as of March 31, 2023 and July 7, 2023 was 229,359,512 and 231,606,344 shares, respectively.

The total number of shares of existing LGEC common stock subject to awards that Lionsgate granted under the 2019 Plan in each of the last three fiscal years, and to date (as of July 7, 2023) for fiscal 2024, are set forth below. (For purposes of this discussion of Burn Rate, awards with respect to shares of existing Class A common stock and shares of existing Class B common stock are included together as shares of existing LGEC common stock.)

• 12,707,937 shares in fiscal 2021 (which was 5.76% of the weighted-average number of shares of existing LGEC common stock issued and outstanding in fiscal 2021), of which 6,242,290 shares were subject to restricted share unit awards (excluding performance-based vesting awards), 576,725 shares were subject to performance-based vesting restricted share unit awards, 4,976,718 shares were subject to stock options and SARs (excluding performance-based vesting stock options and SARs), and 912,204 shares were subject to performance-based vesting stock options and SARs;

• 5,110,689 shares in fiscal 2022 (which was 2.28% of the weighted-average number of shares of existing LGEC common stock issued and outstanding in fiscal 2022), of which 2,674,282 shares were subject to restricted share unit awards (excluding performance-based vesting awards), 1,662,107 shares were subject to performance-based vesting restricted share unit awards, 88,136 shares were subject to stock options and SARs (excluding performance-based vesting stock options and SARs), and 686,164 shares were subject to performance-based vesting stock options and SARs;

• 11,399,640 shares in fiscal 2023 (which was 5.00% of the weighted-average number of shares of existing LGEC common stock issued and outstanding in fiscal 2023), of which 7,789,656 shares were subject to restricted share unit awards (excluding performance-based vesting awards), 2,478,200 shares were subject to performance-based vesting restricted share unit awards, no shares were subject to stock options and SARs (excluding performance-based vesting stock options and SARs), and 1,131,784 shares were subject to performance-based vesting stock options and SARs; and

• 9,045,791 shares in fiscal 2024 through July 7, 2023 (which was 3.91% of the number of shares of existing LGEC common stock issued and outstanding on July 7, 2023), of which 5,867,661 shares were subject to restricted share unit awards (excluding performance-based vesting awards), 2,869,101 shares were subject to performance-based vesting restricted share unit awards, no shares were subject to stock options and SARs (excluding performance-based vesting stock options and SARs), and 309,029 shares were subject to performance-based vesting stock options and SARs.

Thus, the total number of shares of existing LGEC common stock subject to awards granted under the 2019 Plan per year over the last three fiscal years (fiscal 2021, 2022 and 2023) has been, on average, 4.35% of the weighted-average number of shares of existing LGEC common stock issued and outstanding for the corresponding year.

For purposes of this “Burn Rate” presentation, performance-based vesting awards have been included in the fiscal year in which the award became eligible to vest based on achievement of the applicable performance goals (i.e., the fiscal year in which the applicable performance period ended).

Expected Duration of New Shares. If the separation does not occur, Lionsgate anticipates that the 7,000,000 additional shares requested for the 2023 Plan (together with the shares currently available for new award grants under the 2019 Plan and assuming usual levels of shares becoming available for new awards as a result of forfeitures of outstanding awards) would provide Lionsgate with flexibility to continue to grant equity

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awards under the 2023 Plan through the end of fiscal 2024. However, this is only an estimate, in Lionsgate’s judgment, based on current circumstances and may change based on a number of variables (including the value of the shares of existing LGEC common stock, changes in market compensation practices and other factors). As it is expected that the 2023 Plan will be assumed by New Starz upon the separation and it is not known how New Starz will operate following the separation, Lionsgate cannot reasonably estimate how long the shares for the 2023 Plan will last if the separation is completed.

The closing market price of an existing Class A common stock as of July 7, 2023 was $8.97 per share, and the closing market price of an existing Class B common stock as of July 7, 2023 was $8.48 per share.

Equity Compensation Plan Information

Lionsgate currently maintains four equity compensation plans, the Prior Plans identified above. The 2019 Plan, the Lions Gate Entertainment Corp. 2017 Performance Incentive Plan (the “2017 Plan”), and the Lions Gate Entertainment Corp. 2012 Performance Incentive Plan (the “2012 Plan”) have each been approved by Lionsgate’s shareholders. The Starz 2016 Omnibus Incentive Plan (the “Assumed Plan”) was assumed by Lionsgate in connection with Lionsgate’s acquisition of Starz in December 2016. No new awards may be granted under the 2017 Plan, the 2012 Plan or the Assumed Plan.

The following table sets forth, for each of Lionsgate’s equity compensation plans, the number of shares of existing LGEC common stock subject to outstanding awards, the weighted-average exercise price of outstanding stock options and SARs, and the number of shares remaining available for future award grants as of March 31, 2023.

Plan category	Number of shares of existing LGEC common stock to be issued upon exercise of outstanding stock options, warrants and rights			Weighted-average exercise price of outstanding stock options, warrants and rights		Number of shares of existing LGEC common stock remaining available for future issuance  under equity compensation plans (excluding shares reflected in the first column)
Equity compensation plans approved by shareholders		40,363,656	1	$	17.20		11,365,097	2
Equity compensation plans not approved by shareholders		—			—		—
Total3		40,363,656		$	17.20		11,365,097

¹ Of these shares, 8,112,517 shares were subject to stock options and SARs then outstanding under the 2019 Plan, 6,689,023 shares were subject to stock options and SARs then outstanding under the 2017 Plan, 9,470,223 shares were subject to stock options and SARs then outstanding under the 2012 Plan. In addition, this number includes 16,080,562 shares that were subject to outstanding stock unit awards granted under the 2019 Plan, 1,599 shares that were subject to outstanding stock unit awards granted under the 2017 Plan, and 9,732 shares that were subject to outstanding stock unit awards granted under the 2012 Plan. These amounts include, for the 2019 Plan that have been approved by Lionsgate, but for which the performance goals had not yet been established as of March 31, 2023. Such awards are considered by Lionsgate to be outstanding but will not be treated as “granted” for accounting purposes until the relevant performance goals have been set; accordingly, they were not included in the awards reported as outstanding in the notes to the financial statements in Lionsgate’s Annual Report on Form 10-K for the year ended March 31, 2023, as the relevant performance goals had not been set at that time. This amount does not include shares subject to awards assumed by Lionsgate in connection with acquisitions of other companies as described in footnote 3 below.

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Effective May 7, 2020, Lionsgate accepted for exchange outstanding stock options and SARs with respect to 5,319,468 shares of existing LGEC common stock (4,660,184 of which shares were subject to stock options and SARs that were granted under the 2017 Plan or the 2012 Plan) and granted stock options and SARs with respect to 902,203 shares of existing LGEC common stock under the 2019 Plan in exchange for those stock options and SARs.

²  All of these shares were available for award grant purposes under the 2019 Plan. The shares available under the 2019 Plan are, subject to certain other limits under that plan, generally available for any type of award authorized under the 2019 Plan including stock options, share appreciation rights, restricted stock, restricted share units, stock bonuses and performance shares.

³  In accordance with applicable SEC rules, the table does not include information with respect to equity awards that were assumed by Lionsgate in connection with the acquisitions of the companies that originally established those plans or agreements and under which Lionsgate may not make new award grants. As of March 31, 2023, 62,587 shares were issuable upon exercise of outstanding stock options granted under the Assumed Plan (excluding stock options granted by Lionsgate under the Starz 2016 Plan after the closing of Lionsgate’s acquisition of Starz in December 2016). The weighted average exercise price of these assumed outstanding stock options to acquire shares of existing LGEC common stock was $24.71 per share.

VOTE REQUIRED AND BOARD RECOMMENDATION

The LGEC Board believes that approval of the 2023 Plan will promote the interests of Lionsgate and its shareholders and will help Lionsgate and its subsidiaries continue to be able to attract, retain and reward persons important to Lionsgate’s success.

All members of the LGEC Board and all of Lionsgate’s executive officers are eligible for awards under the 2023 Plan and thus have a personal interest in the approval of the 2023 Plan.

Approval of the 2023 Plan requires the affirmative vote of at least a majority of votes cast by holders of shares of existing Class A common stock eligible to vote present or represented by proxy at the annual general and special meeting of shareholders. For purposes of this proposal, abstentions and broker non-votes will not be counted as votes cast in determining the number of votes necessary for approval of the 2023 Plan.

UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR APPROVAL OF THE 2023 PERFORMANCE INCENTIVE PLAN.

THE LGEC BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL NO. 5.   FOR

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Proposal No. 6:  The Separation Proposal

Lionsgate is proposing that holders of shares of existing Class A common stock and existing Class B common stock approve the statutory plan of arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia) pursuant to which the separation will be completed. Lionsgate shareholders should read carefully this joint information/proxy statement in its entirety for more detailed information concerning the arrangement agreement, which is attached as Annex [                ] to this joint information/proxy statement. For additional information regarding the separation, the arrangement and a summary of certain terms of the arrangement agreement, please see the sections of this joint information/proxy statement entitled “The Separation,” beginning on page 100, “Risk Factors—Risks Related to the Separation,” beginning on page 53 and “Certain Relationships and Related Party Transactions of New Lionsgate,” beginning on page 301, which are incorporated by reference herein. You are urged to read carefully the arrangement agreement, the separation agreement and the other separation-related agreements in their entirety before voting on this proposal.

Approval of the separation proposal by Lionsgate’s shareholders is a condition to the separation.

VOTE REQUIRED AND BOARD RECOMMENDATION

Approval of the separation proposal requires (i) the affirmative vote of the holders of at least two-thirds of the votes cast with respect to the existing Class A common stock that were voted in respect of the separation proposal, voting as a separate class and (ii) the affirmative vote of the holders of at least two-thirds of the votes cast with respect to the existing Class B common stock that were voted in respect of the separation proposal, voting as a separate class. For purposes of this proposal, abstentions and broker non-votes are not treated as votes cast and are not counted in the determination of the outcome of the separation proposal.

UNLESS SUCH AUTHORITY IS WITHHELD, THE PROXIES GIVEN PURSUANT TO THIS SOLICITATION WILL BE VOTED FOR THE SEPARATION PROPOSAL.

THE LGEC BOARD RECOMMENDS A VOTE FOR THE SEPARATION PROPOSAL.     FOR

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THE SEPARATION

Background

The Starz Business was originally acquired by Lionsgate in December 2016 for a combination of cash and common stock with an aggregate fair value of $3.7 billion, and consists of the domestic and international distribution of STARZ-branded premium subscription video services through over-the-top streaming platforms and distributors, on a direct to-consumer basis through the STARZ-branded app and through U.S. multichannel video programming distributors, including cable operators, satellite television providers, and telecommunications companies. An entity holding the Starz Business was incorporated in Delaware in 2006 and operated as a wholly-owned subsidiary of Liberty Media Corporation prior to becoming a separate public company in 2013 and prior to Lionsgate’s acquisition of the Starz Business in 2016.

On November 4, 2021, Lionsgate announced that it was exploring potential capital markets alternatives for its Starz Business including, but not limited to, a full or partial spin-off, split-off, issuance of a tracking stock or other transactions intended to separate the Starz Business into an independent public company. With the assistance of its investment and financial advisors, Lionsgate considered several separation structures, including a spin-off of 80% to 100% of the Starz Business to current shareholders, a spin-off of the Starz Business with a primary investment from a sponsor at a pre-determined valuation (a so-called sponsored spin), a public offering of up to 20% of the Starz Business followed by spin-off of the Starz Business (a so-called sub-IPO), a reverse merger of the Starz Business into a special purpose acquisition company with a concurrent private capital investment, and a sale of solely the international portion of the Starz Business. Preliminary discussions began with potential strategic and financial partners regarding all of these structures.

On May 26, 2022, Lionsgate disclosed that it was engaged in a process to create a structure to allow investors to value the Starz Business and the Studio Business separately by spinning off the Starz Business. This focus was based solely on the fact that discussion with potential strategic and financial partners leaned towards a spin-off compared to other proposed alternative structures. See the sections entitled “The Separation—Reasons for the Separation; Recommendation of the LGEC Board.” Accordingly, through its advisors, Lionsgate continued preliminary and high-level discussions of a potential spin-off, including a potential sponsored spin-off, of the Starz Business. On August 2, 2022, based on the fact that potential strategic and financial partners had expressed preliminary interest in both the Starz business and the Studio business, Lionsgate disclosed that the potential structure it was considering had become broader.

On September 28, 2022, Lionsgate announced that it remained on a path to separating the Starz Business and the Studio Business, and had increased its focus on spinning off the Studio Business. This shift to a focus on the spin-off of the Studio Business over the Starz Business was due, in part, to further financial, tax and regulatory analysis, as well as the change in the competitive market for streaming services. At such time, changing consumer appetite and content consumption was returning to pre-pandemic habits, creating a slowdown and increasing pressure on multiples for streaming services. Accordingly, potential strategic and financial partners were now indicating an interest in an investment and spin-off of the Studio Business over the Starz Business.

On November 3, 2022, Lionsgate disclosed that it had determined to separate the Starz Business and the Studio Business by means of a spin-off of the Studio Business.

On March 31, 2023, the Company announced that it expected the spin-off to be completed on previously communicated timelines, subject to market and other conditions. Throughout this process, the Company has viewed the separation of its Studio and Starz Businesses as a driver of increased shareholder value due to investors’ ability to more appropriately value the respective businesses on a standalone basis. The exact structure of the separation has been determined by level of interest from potential strategic and financial partners, changes in the competitive market environment, and the further financial, tax and regulatory analysis referenced above.

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In connection with the separation, New Lionsgate will become the parent company of the operations comprising, and the entities that will conduct, the Studio Business. It is expected that New Lionsgate will incur approximately $[                ] million of indebtedness in connection with the separation.

On [                ], 2023, the LGEC Board determined that the separation transaction, and related transactions are in the best interests of Lionsgate.

Subject to the satisfaction or waiver of the conditions described in the section entitled “—Conditions to the Separation,” at the effective time, each Lionsgate shareholder will receive [                ] share[s] of New Lionsgate voting common stock for every share of existing Class A common stock and [                ] share[s] of New Lionsgate non-voting common stock for every share of existing Class B common stock held as of immediately prior to the effective time. Lionsgate’s shareholders will receive cash in lieu of any fractional shares of New Lionsgate common stock that they would have received after application of these exchange ratios. Upon completion of the separation, each Lionsgate shareholder as of immediately prior to the effective time will be issued shares of New Starz Class A common stock and New Starz Class B common stock, with no change in ownership interest or economic rights in New Starz. Lionsgate intends to apply for authorization to list the New Starz Class A common stock and New Starz Class B common stock on the New York Stock Exchange under the symbols “[                ]” and “[                ],” respectively. It is anticipated that trading in shares of New Lionsgate common stock and New Starz common stock will begin on the first trading day after the day the separation is completed. You will not be required to make any payment or surrender or exchange your existing LGEC common stock or take any other action to receive your shares of New Starz common stock or New Lionsgate common stock in the separation. For a more detailed description of these steps, see “—Structure of the Separation” on page 103.

Reasons for the Separation; Recommendation of the LGEC Board

The LGEC Board believes that the separation of the Studio Business and the Starz Business into two independent, publicly traded companies is in the best interests of Lionsgate and its shareholders for a number of reasons, including:

• Enhanced Focus on Strategic, Operational Drivers to Accelerate Revenue and Profit Growth. The separation will allow New Starz and New Lionsgate to more effectively pursue their own distinct operating priorities and strategies, and it will enable the management teams of each of the two companies to focus on strengthening their core businesses, and pursue distinct and targeted opportunities to accelerate revenue and profitability.

• The separation will allow New Lionsgate to better highlight opportunities and value in its diversified theatrical wide release and multi-platform motion picture business, its television production and distribution business and continued growth of its film and television library.

• The separation will allow New Starz to focus on areas where it can scale its business cost-effectively, to take advantage of bundling and packaging opportunities domestically and internationally and to efficiently grow its international operations on a standalone basis.

• More Efficient Resource and Capital Allocation to Pursue Each Company’s Strategic Goals. The separation will allow each of New Starz and New Lionsgate to allocate its financial resources to meet the unique needs of its own business, enabling each company to sharpen its focus on distinct strategic priorities. The separation will also allow each business to more effectively pursue its own distinct capital structures and capital allocation strategies.

• The separation will allow New Lionsgate to re-invest positive free cash flow exclusively into the continued growth of its content business.

• The separation will allow New Starz to focus its cash flow on domestic and international subscriber growth and retention, increased profitability and content development.

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• Targeted Investment Opportunity. The separation will allow each of New Lionsgate and New Starz to more effectively articulate its own clear investment thesis for its business as a pure-play content studio and platform, respectively, operating in a world of vertically integrated conglomerates, in order to attract a long-term investor base suited to its business, and facilitate each company’s access to capital by providing investors with two distinct and targeted investment opportunities.

• The separation will allow New Lionsgate to become one of the only pure-play publicly traded content studios.

• The separation will allow New Starz to become one of the only pure-play premium subscriber platforms, with a focused content strategy targeting two valuable and scalable core demographics, offering premium original programming that complements other streaming offerings.

• Creation of Independent Equity Currencies. The separation will create independent equity securities, affording each of the Studio Business and the Starz Business direct access to the capital markets, enabling them to use their own stock to consummate future transactions. As a result, New Lionsgate and New Starz will have more flexibility to capitalize on their unique strategic opportunities.

• Employee Recruitment, Incentives and Retention. The separation will allow each of New Lionsgate and New Starz to more effectively attract, incentivize and retain employees through the use of stock-based compensation that more closely reflects and aligns management and employee incentives with specific growth objectives, financial goals and business performance. In addition, the separation will allow incentive structures and targets at each company to be better aligned with each underlying business.

The LGEC Board also considered a number of potentially negative factors in evaluating the separation, including:

• Risk of Failure to Achieve Anticipated Benefits of the Separation. New Starz and New Lionsgate may not achieve the anticipated benefits of the separation for a variety of reasons, including, among others, fluctuating market conditions and the demand of the separation on their respective management’s time, effort and resources.

• Loss of Scale and Increased Administrative Costs. The Studio Business and the Starz Business currently benefit from certain economies of scale operating within the broader corporate organization that will no longer be available after the separation. As standalone companies, New Lionsgate and New Starz may have reduced purchasing power and leverage in terms of vendor and customer relationships. In addition, New Starz’s transition to becoming a standalone public company will include incremental accounting, tax, legal, information system, recruiting and executive hiring costs as a substantial portion of the existing corporate general and administrative functions of Lionsgate will be transferred to New Lionsgate.

• Limitations on Strategic Transactions. Under the terms of the tax matters agreement that New Lionsgate will enter into with New Starz, New Lionsgate will be restricted from taking certain actions that could cause the separation or certain related transactions to fail to qualify as tax-free under applicable law. These restrictions may temporarily limit New Lionsgate’s ability to pursue certain strategic transactions or engage in other transactions that might increase the value of its business.

• Working Capital Requirements and Cost of Capital. Generally, the working capital requirements and capital for general corporate purposes for each of the Starz Business and the Studio Business, including capital expenditures and acquisitions, have historically been satisfied as part of the corporate-wide cash management policies of Lionsgate, including the other business. Following the completion of the separation, New Starz’s and/or New Lionsgate’s results of operations and cash flows may be more volatile, and each of them may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which may or may not be available on terms acceptable to New Starz or New Lionsgate, as applicable, and may be more costly.

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In determining to pursue the separation, the LGEC Board concluded the potential benefits of the separation outweighed the foregoing factors. See “Risk Factors—Risks Related to the Separation” included elsewhere in this joint information/proxy statement.

Structure of the Separation

Subject to the terms and conditions set forth in the separation agreement and other separation-related agreements, the Starz Business and the Studio Business will be separated through a series of transactions that will result in the pre-separation shareholders of Lionsgate owning shares in two (2) separate public companies – New Lionsgate, which will own the Studio Business, and New Starz, which will own the Starz Business.

The separation is structured to include the following steps:

• The internal reorganization of Lionsgate’s existing businesses and operations prior to the commencement of the separation, as further described in the section entitled “—Formation of New Lionsgate and Internal Reorganization.”

• The arrangement set forth in the plan of arrangement, pursuant to which the following steps will occur automatically and simultaneously at the effective time:

• each share of existing Class A common stock or existing Class B common stock of Lionsgate, as applicable, outstanding immediately prior to the effective time of the arrangement held by a shareholder in respect of which dissent rights have been validly exercised will be deemed to have been transferred without any further act or formality to Lionsgate by the holder thereof for cancellation, free and clear of any liens;

• The reclassification:

• each share of existing Class A common stock of Lionsgate then issued and outstanding will be exchanged for (i) one (1) share of New Starz Class A common stock and (ii) the Class S Multiple (as defined below) number of shares of S1 common stock;

• each share of existing Class B common stock of Lionsgate then issued and outstanding will be exchanged for (i) one (1) share of New Starz Class B common stock and (ii) the Class S Multiple number of shares of S2 common stock; and

• each share of existing Class A common stock and existing Class B common stock will be cancelled by Lionsgate.

• The exchange:  the then-current holders of shares of S1 common stock will transfer each share of S1 common stock to New Lionsgate in exchange for the New Lionsgate Multiple (as defined below) number of shares of New Lionsgate voting common stock plus cash consideration of $0.000001, and the then-current holders of shares of S2 common stock will transfer each share of S2 common stock to New Lionsgate in exchange for the New Lionsgate Multiple number of shares of New Lionsgate non-voting common stock, plus cash consideration of $0.000001;

• The initial share repurchase:  New Lionsgate will purchase for cancellation the shares of New Lionsgate voting common stock held by Lionsgate in exchange for a cash payment of $1.00;

• The purchase:  New Lionsgate will acquire the Studio Business from Lionsgate in exchange for a demand promissory note in an amount equal to the fair market value of the Studio Business;

• The Class S share repurchase:  Lionsgate will purchase for cancellation all of the shares of S1 common stock and S2 common stock held by New Lionsgate in exchange for a promissory note equal to the fair market value of such shares (which should be equal to the fair market value of the Studio Business);

• The set-off:  The promissory note issued by New Lionsgate to Lionsgate will be set off against the promissory note issued by Lionsgate to New Lionsgate and both promissory notes will be cancelled.

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Immediately following the exchange, holders of shares of existing Class A common stock will instead hold shares of New Lionsgate voting common stock and New Starz Class A common stock and holders of shares of existing Class B common stock will instead hold shares of New Lionsgate non-voting common stock and New Starz Class B common stock.

For purposes of the above, “Class S Multiple” means the quotient (expressed as a decimal) obtained by dividing:  (i) the Spin Proportion (as defined below) by (ii) one (1) minus the Spin Proportion; “New Lionsgate Multiple” means the quotient (expressed as a decimal) obtained by dividing (i) one (1) by (ii) the Class S Multiple; and “Spin Proportion” means the quotient (expressed as a decimal) obtained by dividing:  (i) the Net Fair Market Value (within the meaning of the plan of arrangement) of the Studio Business by (ii) the Net Fair Market Value of all property owned by Lionsgate immediately before the effective time.

The following diagram depicts Lionsgate’s simplified ownership and organizational structures immediately prior to the completion of the separation, after any exercise of dissent rights:

Pre-Separation Organizational Structure*

* Percentages are based on the number of shares of existing Class A common stock and existing Class B common stock issued and outstanding as of July 7, 2023.

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The following diagram depicts New Lionsgate’s and New Starz’s simplified ownership and organizational structures immediately following the completion of the separation:

Pre-Separation Expected Organizational Structure**

** Percentages are based on the number of shares of existing Class A common stock and existing Class B common stock outstanding as of July 7, 2023 and assume the effective time occurred on July 7, 2023.

Formation of New Lionsgate and Internal Reorganization

New Lionsgate was formed in British Columbia on March 28, 2023 for the purpose of holding the Studio Business. At the effective time, among other things, Lionsgate will transfer to New Lionsgate substantially all of the assets and liabilities of the Studio Business, including a substantial portion of Lionsgate’s corporate general and administrative functions.

In connection with the separation, Lionsgate and its subsidiaries expect to complete an internal reorganization of the Starz Business. The internal reorganization is expected to include various restructuring transactions pursuant to which (1) the operations, assets and liabilities of Lionsgate and its subsidiaries used to conduct the Starz Business will be separated from the other operations, assets and liabilities of Lionsgate and its subsidiaries, including those used to conduct the Studio Business and (2) the entities that conduct Lionsgate’s businesses other than the Starz Business, including those that conduct the Studio Business will be transferred to entities that will be transferred to, and become, direct or indirect subsidiaries of New Lionsgate at the effective time. These restructuring transactions may take the form of asset transfers, mergers, demergers, dividends, contributions and similar transactions, and may involve the formation of new subsidiaries in U.S. and non-U.S. jurisdictions to own and operate the assets of the Studio Business or the Starz Business in such jurisdictions.

Following the completion of the separation, New Lionsgate will be the parent company of the entities that conduct the Studio Business and Lionsgate’s corporate operations and activities, and New Starz will remain the parent company of the entities that conduct the Starz Business.

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When and How You Will Receive Your Shares

Computershare, which currently serves as the transfer agent and registrar for existing LGEC common stock, will serve as the exchange agent in connection with the separation and the transfer agent and registrar for New Lionsgate common stock and New Starz common stock.

Any existing share certificate representing existing LGEC common stock will be cancelled as part of the arrangement and do not need to be returned to Lionsgate or the transfer agent. All shares issued in connection with the separation, including the New Starz Class A common stock, New Starz Class B common stock, S1 common stock, S2 common stock, New Lionsgate voting common stock and New Lionsgate non-voting common stock will be uncertificated shares pursuant to the provisions of the BC Act. No share certificates will be issued. Shareholders entitled by applicable law to receive a direct registration system (“DRS”) statement representing such shares, will receive such DRS statements. U.S. holders who do not have a valid IRS Form W-9 on file may be subject to withholding on the cash consideration or any cash in lieu of fractional shares to which they may otherwise be entitled. See “—Structure of the Separation” above.

Most Lionsgate shareholders hold their common stock through a bank or brokerage firm. In such cases, the bank or brokerage firm is said to hold the shares in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold your existing LGEC common stock through a bank or brokerage firm, your bank or brokerage firm will credit your account for the New Lionsgate common stock and New Starz common stock that you are entitled to receive in the separation. If you have any questions concerning the mechanics of having shares held in “street name,” please contact your bank or brokerage firm.

If you sell existing LGEC common stock up to the effective time, you will be selling your right to receive shares of New Lionsgate common stock and New Starz common stock in the separation.

Transferability of Shares You Receive

Shares of New Lionsgate common stock issued to Lionsgate’s shareholders in connection with the separation will be transferable without registration under the Securities Act of 1933, as amended (the “Securities Act”), except for shares received by persons who may be deemed to be New Lionsgate’s affiliates. Persons who may be deemed to be New Lionsgate’s affiliates after the separation generally include individuals or entities that control, are controlled by or are under common control with New Lionsgate, which may include certain of its executive officers or directors. Securities held by New Lionsgate’s affiliates will be subject to resale restrictions under the Securities Act. For additional information, see “Federal Securities Law Consequences; Transfer Restrictions.”

Shares of New Starz common stock issued to Lionsgate’s shareholders in connection with the separation will be transferable without registration under the Securities Act, except for shares received by persons who may be deemed to be New Starz’s affiliates. Persons who may be deemed to be New Starz’s affiliates after the separation generally include individuals or entities that control, are controlled by or are under common control with New Starz, which may include certain of its executive officers or directors. Securities held by New Starz’s affiliates will be subject to resale restrictions under the Securities Act. For additional information, see “Federal Securities Law Consequences; Transfer Restrictions.”

The New Lionsgate common stock and New Starz common stock to be issued in connection with the separation will be issued in reliance on an exemption from the prospectus requirements of securities legislation in each province and territory of Canada. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares that constitute “control distributions,” the shares issued pursuant to the separation may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort, or no effort, has been made to prepare the market or create demand. For additional information, see “Canadian Securities Law Matters.”

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Number of Shares You Will Receive

For every share of existing Class A common stock that you own at the effective time, you will receive [                ] share[s] of New Lionsgate voting common stock and one (1) share of New Starz Class A common stock. For every share of existing Class B common stock that you own at the effective time, you will receive [                ] share[s] of New Lionsgate non-voting common stock and one (1) share of New Starz Class B common stock.

No fractional shares of New Lionsgate common stock will be issued in the separation. Instead, if you are a registered holder and would otherwise be entitled to a fractional share, you will instead receive a cash payment. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts paid in lieu of fractional shares.

To the extent that the separation would result in any Lionsgate shareholder being issued a fractional share of New Lionsgate common stock, such fraction will be rounded down to the nearest whole number and Computershare shall aggregate the remaining fractional shares. Such shares will be sold in the public market by Computershare. The aggregate net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise have been entitled to receive) to those shareholders who would otherwise have been entitled to receive fractional shares.

The net cash proceeds of these sales of fractional shares will be taxable for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences” for an explanation of certain material U.S. federal income tax consequences of the separation. We estimate that it will take approximately [                ] from the date of completion of the separation for the exchange agent to complete the distribution of the net cash proceeds. If you hold your shares of existing LGEC common stock through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro rata share of the net cash proceeds of the sales and will electronically credit your account for your share of such proceeds.

Treatment of Lionsgate Equity Compensation Awards

The employee matters agreement provides for the adjustment of Lionsgate equity awards that are outstanding immediately prior to the separation to reflect the impact of the separation. Such adjustments are summarized below. Prior to the effective time, the Lionsgate’s Compensation Committee may provide for different adjustments with respect to certain Lionsgate equity awards to the extent that the Lionsgate’s Compensation Committee deems such adjustments necessary and appropriate.

Stock Options

Stock Options Held by New Starz Employees. Each award of Lionsgate stock options held by a Lionsgate employee who will be an employee of New Starz after the separation (a “New Starz Employee”) will be converted into an award of stock options with respect to the corresponding class of New Starz common stock. The exercise price of, and number of shares subject to, each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the separation (in each case, as calculated based on the applicable stock price measurements specified in the employee matters agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the separation.

Stock Options Held by New Lionsgate Employees and Former Employees. Each award of Lionsgate stock options held by a Lionsgate employee who will be a New Lionsgate employee after the separation (a “New Lionsgate Employee”) or by a former employee will be converted into an award of stock options with respect to the corresponding class of New Lionsgate common stock. The exercise price of, and number of shares subject to,

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each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the separation (in each case, as calculated based on the applicable stock price measurements specified in the employee matters agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the separation.

Stock Appreciation Rights

Stock Appreciation Rights Held by New Starz Employees. Each award of Lionsgate stock appreciation rights held by a New Starz Employee will be converted into an award of stock appreciation rights with respect to the corresponding class of New Starz common stock. The exercise price of, and number of shares subject to, each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the separation (in each case, as calculated based on the applicable stock price measurements specified in the employee matters agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the separation.

Stock Appreciation Rights Held by New Lionsgate Employees and Former Employees. Each award of Lionsgate stock appreciation rights held by a New Lionsgate Employee or by a former employee will be converted into an award of stock appreciation rights with respect to the corresponding class of New Lionsgate common stock. The exercise price of, and number of shares subject to, each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the separation (in each case, as calculated based on the applicable stock price measurements specified in the employee matters agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the separation.

Time-Vesting Restricted Share Units

Time-Vesting Restricted Share Units Held by New Starz Employees and New Starz Directors. Each award of Lionsgate time-vesting restricted share units held by a New Starz Employee or a non-employee director of Lionsgate who will be a non-employee director of New Starz but not a non-employee director of New Lionsgate immediately following the separation (a “New Starz Director”) will be converted into an award of time-vesting restricted share units with respect to the corresponding class of New Starz common stock. The number of shares subject to each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the separation (in each case, as calculated based on the applicable stock price measurements specified in the employee matters agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the separation.

Time-Vesting Restricted Share Units Held by New Lionsgate Employees, New Lionsgate Directors and Former Employees. Each award of Lionsgate time-vesting restricted share units held by a New Lionsgate Employee, by a non-employee director of Lionsgate who will be a non-employee director of New Lionsgate but not a non-employee director of New Starz immediately following the separation (a “New Lionsgate Director”) or by a former employee will be converted into an award of time-vesting restricted share units with respect to the corresponding class of New Lionsgate common stock. The number of shares subject to each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the separation (in each case, as calculated based on the applicable stock price measurements specified in the employee matters agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the separation.

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Time-Vesting Restricted Share Units Held by Dual Directors. Each award of Lionsgate time-vesting restricted share units held by a non-employee director of Lionsgate who will serve as non-employee director on both the board of directors of New Starz and the New Lionsgate Board immediately following the separation (a “Dual Director”) will be converted into an award of time-vesting restricted share units with respect to the corresponding class of New Starz common stock and an award of time-vesting restricted share units with respect to the corresponding class of New Lionsgate common stock. The number of shares subject to such New Starz award and the number of shares subject to such New Lionsgate award will be the number of shares of New Starz common stock and the number of shares of New Lionsgate common stock, respectively, that would have been received pursuant to the plan of arrangement had such Dual Director held the number of shares of LGEC common stock subject to such Lionsgate time-vesting restricted share units immediately prior to the effective time.

Performance-Based Restricted Share Units

Performance-Vesting Restricted Share Units Held by New Starz Employees. Each award of Lionsgate performance-based restricted share units held by a New Starz Employee will be converted into an award of restricted share units with respect to the corresponding class of New Starz common stock, provided that the number of shares subject to each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the separation (in each case, as calculated based on the applicable stock price measurements specified in the employee matters agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the separation, subject to any modifications to applicable performance-based vesting conditions determined by the Lionsgate’s Compensation Committee prior to the effective time in order to reflect the impact of the separation.

Performance-Vesting Restricted Share Units Held by New Lionsgate Employees. Each award of Lionsgate performance-based restricted share units held by a New Lionsgate Employee will be converted into an award of restricted share units with respect to the corresponding class of New Lionsgate common stock, provided that the number of shares subject to each such award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Lionsgate award as measured immediately before and immediately after the separation (in each case, as calculated based on the applicable stock price measurements specified in the employee matters agreement), subject to rounding. Such adjusted award will otherwise continue to have the same terms and conditions that applied to the original Lionsgate award immediately prior to the separation, subject to any modifications to applicable performance-based vesting conditions determined by the Lionsgate’s Compensation Committee prior to the effective time in order to reflect the impact of the separation.

Results of the Separation

After the separation, New Lionsgate will be an independent, publicly traded company. The actual number of shares of New Lionsgate common stock to be issued in the separation will be determined at the effective time, and will reflect any exercise of stock options (“stock options”) or share appreciation rights (“SARs”) relating to the existing LGEC common stock (stock options and SARs referred to collectively as “LGEC options”) prior to the effective time. Subject to the exercise of dissent rights, the number of shares of New Starz Class A common stock and New Starz Class B common stock issued in the separation will be the same as the number of shares of existing Class A common stock and existing Class B common stock of Lionsgate issued and outstanding immediately before the effective time, and will reflect any exercise of LGEC options prior to the effective time.

New Lionsgate and Lionsgate will enter into a separation agreement and other related agreements to effect the separation and to provide a framework for their relationship after the separation, including a transition services agreement, a tax matters agreement, an employee matters agreement, a brand license agreement and agreements governing other commercial licensing arrangements between the parties. The separation agreement and other agreements will provide for, among other things, the allocation between New Lionsgate and New Starz

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of the assets, employees, liabilities and obligations (including, among others, investments, property, intellectual property and employee benefits and tax-related assets and liabilities) of Lionsgate and its subsidiaries attributable to periods prior to, at and after New Lionsgate’s separation from Lionsgate and will govern the relationship between New Lionsgate and New Starz subsequent to the completion of the separation. For additional information regarding the separation agreement and other transaction agreements, see the sections entitled “Risk Factors—Risks Related to the Separation” on page 53 and “Certain Relationships and Related Party Transactions of New Lionsgate—Agreements between New Lionsgate and Lionsgate” on page 301.

Market for New Lionsgate Common Stock

There is currently no public trading market for New Lionsgate common stock. New Lionsgate intends to apply to list the New Lionsgate voting common stock and New Lionsgate non-voting common stock on the New York Stock Exchange under the symbols “LGF.A” and “LGF.B,” respectively. New Lionsgate has not and will not set the initial prices of the New Lionsgate voting common stock and New Lionsgate non-voting common stock. The initial price will be established by the public markets.

We cannot predict the prices at which New Lionsgate voting common stock and New Lionsgate non-voting common stock will trade after the separation. For example, the combined trading prices, after the separation, of one (1) share of New Starz Class A common stock and one (1) share of New Lionsgate voting common stock may not equal the trading price of one (1) share of existing Class A common stock immediately prior to the separation. The prices at which the two classes of New Lionsgate common stock trade may fluctuate significantly, particularly until an orderly public market develops. Trading prices for each class of New Lionsgate common stock will be determined in the public markets and may be influenced by many factors. See “Risk Factors—Risks Related to the Separation” and “Risk Factors—Risks Related to New Lionsgate Common Stock.”

Incurrence of Debt

New Lionsgate may complete one or more financing transactions on or prior to the completion of the separation. As a result of such transactions, New Lionsgate anticipates having approximately $[            ] million of indebtedness upon completion of the separation. For more information, see “Description of New Lionsgate Material Indebtedness.”

Conditions to the Separation

The separation will be completed at the effective time of the arrangement according to the plan of arrangement, provided that the conditions set forth in the separation agreement have been satisfied (or waived by Lionsgate in its sole and absolute discretion), including, among others:

• the separation and related transactions having been duly approved by the LGEC Board;

• the approval by the Lionsgate’s shareholders of the separation proposal at the annual general and special meeting;

• the SEC declaring effective the registration statement of which this joint information/proxy statement forms a part; there being no order suspending the effectiveness of the registration statement in effect; and there being no proceedings for such purposes having been instituted or threatened by the SEC;

• the internal reorganization having been completed in accordance with the separation agreement;

• the receipt by Lionsgate of an opinion from Lionsgate’s outside tax advisor to the effect that the requirements for tax-free treatment under Section 355 of the Internal Revenue Code should be satisfied;

• an independent appraisal firm acceptable to the LGEC Board having delivered one or more opinions to the LGEC Board confirming the solvency and financial viability of Lionsgate before the completion of,

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and of New Lionsgate and New Starz after giving effect to, the separation, in each case in a form and substance acceptable to the LGEC Board in its sole and absolute discretion;

• all actions necessary or appropriate under applicable Canadian and U.S. federal, state, provincial or other securities or blue sky laws and the rule and regulations thereunder having been taken or made and, where applicable, having become effective or been accepted;

• the execution of certain agreements contemplated by the separation agreement;

• no order, injunction or decree issued by any government authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation or any of the related transactions being in effect;

• the shares of New Lionsgate common stock to be issued having been accepted for listing on the New York Stock Exchange, subject to official notice of issuance; and

• no other event or development existing or having occurred that, in the judgment of the LGEC Board, in its sole and absolute discretion, makes it inadvisable to effect the separation and the other related transactions.

Lionsgate will have the sole and absolute discretion to determine (and change) the terms of, and whether to proceed with, the separation and, to the extent it determines to so proceed, to determine the effective time and the exchange ratios. Lionsgate will also have sole and absolute discretion to waive any of the conditions to the separation to the extent such waiver is permitted by law. Lionsgate does not intend to notify its shareholders of any modifications to the terms of the separation that, in the judgment of the LGEC Board, are not material. For example, the LGEC Board might consider material such matters as significant changes to the exchange ratios and the assets to be contributed or the liabilities to be assumed in the separation. To the extent that the LGEC Board determines that any modifications by Lionsgate materially change the material terms of the separation, Lionsgate will notify Lionsgate’s shareholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a Current Report on Form 8-K or circulating a supplement to this joint information/proxy statement.

Dissent Rights

Each registered shareholder of Lionsgate is entitled to be paid the fair value of his, her or its shares in accordance with Sections 242 to 247 of the BC Act if such holder dissents to the plan of arrangement and the plan of arrangement becomes effective.

A registered holder is not entitled to dissent with respect to such holder’s shares if such holder votes any of its shares in favor of the separation proposal. For greater certainty, a proxy submitted by a registered shareholder that does not contain voting instructions will, unless revoked, be voted in favor of the separation proposal. A brief summary of the provisions of Sections 237 to 247 of the BC Act is set out below.

Strict Compliance with Dissent Provisions Required

The following summary does not purport to provide a comprehensive statement of the procedures to be followed by a dissenting shareholder who seeks payment of the fair value of his, her or its shares. Section 244 of the BC Act requires strict adherence to the procedures established therein and failure to do so may result in the loss of all dissent rights. Accordingly, each shareholder who might desire to exercise the dissent rights should carefully consider and comply with the provisions of the section, the full text of which is set out in Annex A to this joint information/proxy statement, and consult such holder’s legal advisor.

The statutory provisions dealing with the right of dissent are technical and complex. Any dissenting shareholder should seek independent legal advice, as failure to comply strictly with the provisions of Sections 237 to 247 of the BC Act, as modified by the plan of arrangement and the Interim Order, may result in the loss of all dissent rights.

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Dissent Provisions of the BC Act

A written notice of dissent from the separation proposal pursuant to Section 242 of the BC Act, must be received by Lionsgate, from a dissenting shareholder, by 4:00 p.m., Vancouver time, on [                ], which is the second to last business day preceding the meeting or any adjournment(s) or postponement(s) thereof. The notice of dissent should be delivered by registered mail to Lionsgate at the address for notice described below. After the separation proposal is approved by Lionsgate shareholders and within one month after Lionsgate notifies the dissenting shareholders of its intention to act upon the separation proposal pursuant to Section 243 of the BC Act, the dissenting shareholder must send to Lionsgate, a written notice that such shareholder requires the purchase of all of the shares in respect of which such holder has given notice of dissent, together with the share certificate or certificates representing such shares (including a written statement prepared in accordance with Section 244(1)(c) of the BC Act if the dissent is being exercised by the registered shareholder on behalf of a beneficial holder). A dissenting shareholder who does not strictly comply with the dissent procedures or, for any other reason, is not entitled to be paid fair value for his, her or its dissenting shares will be deemed to have participated in the plan of arrangement on the same basis as non-dissenting shareholders.

Any dissenting Lionsgate shareholder who has duly complied with Section 244(1) of the BC Act or Lionsgate may apply to the BC Court, and the BC Court may determine the fair value of the dissenting shares and make consequential orders and give directions as the BC Court considers appropriate. There is no obligation on Lionsgate to apply to the BC Court. The dissenting shareholder will be entitled to receive from Lionsgate/New Starz the fair value that the dissenting shares held immediately before the passing of the separation proposal.

Address for Notice

All notices of dissent to the separation proposal pursuant to Section 242 of the BC Act should be sent, within the time specified, to Lionsgate, c/o Dentons Canada LLP, 250 Howe St