[LOGO (cinram)]

2255 Markham Road, Toronto, Ontario, Canada M1B 2W3
tel: (416) 298-8190 fax: (416) 298-0612

CINRAM INTERNATIONAL INC.

2002 -- ANNUAL INFORMATION FORM

May 16, 2003

CINRAM INTERNATIONAL INC.
2002 -- ANNUAL INFORMATION FORM

CORPORATE STRUCTURE
- -------------------

Cinram International Inc. ("Cinram" or the "Company") was formed as Cinram
Ltd./Cinram Ltee by letters patent dated July 28, 1969 pursuant to the Canada
Corporations Act. The registered and principal office of Cinram is located at
2255 Markham Road, Toronto, Ontario, M1B 2W3 and its telephone number is (416)
298-8190. Cinram has amended its constating documents as follows:

(a) by Certificate of Continuance dated November 12, 1980, Cinram:

(i) re-organized its share capital by authorizing for issuance an
unlimited number of common shares, an unlimited number of Class A
Shares, an unlimited number of Class B shares and an unlimited number
of Class C Shares; and

(ii) was continued under the Canada Business Corporations Act;

(b) by Certificate of Amendment dated January 7, 1986, Cinram further
re-organized its share capital by:

(i) reducing the authorized capital of Cinram to an unlimited number of
Common shares only;

(ii) subdividing each of its issued and outstanding Common Shares into one
hundred and forty (140) Common Shares; and

(iii) deleting all restrictions on share transfers;

(d) by Certificate of Amendment dated June 25, 1987, Cinram subdivided each of
its issued and outstanding Common Shares into three (3) Common Shares;

(e) by Certificate of Amalgamation dated June 30, 1988, Cinram:

(i) amalgamated with Praxis Technologies Corporation and Praxis
Technologies Inc. (collectively "Praxis");

(ii) increased its authorized share capital by creating an unlimited number
of redeemable Preference Shares. The holders of the Preference Shares
are entitled to receive dividends as and when declared by the
directors of Cinram in such amount and in such form as the directors
of Cinram may from time to time determine.

(f) by Certificate of Amendment dated June 21, 1993, Cinram subdivided each of
its issued and outstanding Common Shares into two (2) Common Shares;

(g) by Certificate of Amalgamation dated July 31, 1993, Cinram amalgamated with
Nelson Vending Technology Limited ("Nelson Vending") and Nelson Videovend
Ltd. ("Nelson Videovend");

(h) by Certificate of Amendment dated June 12, 1997, the name of the
Corporation was changed to Cinram International Inc.; and

(i) by Certificate of Amendment dated February 27, 1998, Cinram subdivided each
of its issued and outstanding Common Shares into two (2) Common Shares.

LIST OF SUBSIDIARIES:

The following are Cinram's material subsidiaries:

NAME OF SUBSIDIARY % OWNERSHIP JURISDICTION OF INCORPORATION
- ------------------ ----------- -----------------------------

Cinram Inc. 100% Delaware, U.S.A.
Cinram U.K. Ltd. 100% U.K.
Cinram France S.A. 100% France
Cinram Optical Discs, S.A. 100% France

References herein to Cinram include the Company and its material subsidiaries.

GENERAL DEVELOPMENT OF THE BUSINESS
- -----------------------------------

Cinram International Inc. is one of the world's largest independent providers of
prerecorded multimedia products and logistic services. With facilities in North
America and Europe, Cinram manufactures and distributes prerecorded DVDs, VHS
video cassettes, audio CDs, music cassettes, and CD-ROMs, for motion picture
studios, music labels, publishers and computer software companies around the
globe.

Cinram was established in Montreal in 1969 by Isidore Philosophe and Samuel
Sokoloff to manufacture pre-recorded 8-track cartridges and cassettes. In the
mid 1970's, anticipating the growing popularity of the cassette format, Cinram
expanded its cassette manufacturing facility and injection molding equipment was
purchased to make the plastic components for cassettes in-house. In 1979, Cinram
moved to Toronto, in order to be closer to its major customers and to continue
to satisfy their requirement for prompt service. The cassette facility was
expanded and a new facility was built for the manufacture of vinyl records.

In the early 1980s, Cinram invested in automation equipment for the manufacture
of the audio cassette format, further developing self-sufficiently and
increasing productivity. Cinram

experienced significant growth in both vinyl records and cassettes, and, in late
1985, sales were further expanded with the acquisition of the manufacturing arm
of Quality Records.

During the mid 1980s, as CDs emerged as the preferred medium, the complex
process of planning for the manufacture of CDs was undertaken. In order to
finance a compact disc manufacturing facility, an initial public offering of
common shares was completed in March 1986. Construction and start-up of a
compact disc manufacturing facility was completed in 1987 and CD shipments
commenced in the fourth quarter of that year.

In early 1988, Cinram acquired Praxis, one of the two other CD manufacturers in
Canada, and subsequently, Praxis and Cinram were amalgamated. The amalgamated
entity was able to avail itself of tax loss carryforwards of approximately $24
million.

Product mix began to shift significantly in 1989 with sales of vinyl records
falling steeply and sales of CDs growing substantially. This trend carried over
into 1990 and 1991 with vinyl records sales becoming insignificant and CD sales
climbing significantly. Since the beginning of 1991, the growth of CDs has also
caused a reduction in audio cassette sales in Canada. This decrease of audio
cassette sales was offset by shipments of CDs from Cinram's facility in
Richmond, Indiana.

In the fall of 1990, Cinram established a major manufacturing presence in the
United States with the acquisition of the assets of PRC Tape Company of
Richmond, Indiana. This company, subsequently renamed Cinram Inc., is one of the
largest independent duplicators of audio cassettes in the United States with a
work force of over 500 and an approximately 193,000 square foot plant.

By the end of 1991, Cinram ceased the manufacture of vinyl records and commenced
the manufacture of pre-recorded VHS video cassettes at its Toronto, Canada
facility.

In November 1991, Cinram raised net proceeds of $17 million from a private
placement of warrants convertible into common shares. In February 1992, these
warrants were converted into 1.5 million common shares. In 1992, CD
manufacturing capacity was added to the Indiana facility.

In July 1993 Cinram amalgamated with Nelson Vending and Nelson Videovend and
consolidated these operations within Cinram under the name The Amazing Video
Network ("AVN"). This acquired business allowed Cinram to expand in the area of
distribution of video cassettes for rental and sale.

In the second quarter of 1994, Cinram developed a strategy for competition under
the North American Free Trade Agreement, and entered into a joint venture with
Auriga-Aurex, S.A. de C.V. ("Auriga-Aurex"), a private Mexican company, to
establish an optical disc manufacturing facility in Mexico City. The facility
became operational in March 1995 and the joint venture served the audio CD and
CD-ROM requirements of the Latin American market. In late 1996, the Company
installed VHS video cassette duplication and audio cassette duplication
equipment at this facility.

In March 1995, the Company took steps to penetrate the European market. The
Company purchased the shares of Duplication France, S.A. one of France's largest
video cassette duplication companies, with a facility located in Eastern France.
In May 1995, Cinram acquired the shares of another video cassette duplication
firm, Video Pouce, S.A. located near Paris.

In June 1995, the Company purchased the assets and assumed certain liabilities
of Agincourt Productions Limited, a division of Baton Broadcasting Inc.,
operating as AP Video International, a video cassette duplication company
located in Canada.

In July 1995, Cinram raised net proceeds of over $25.1 million from a private
placement of warrants convertible into common shares. In October 1995, these
warrants were exercised and 1.5 million common shares were issued.

In November 1996, the Company raised net proceeds of $75.2 million from a
private placement of warrants exercisable into common shares. In January 1997
these warrants were exercised and 2.5 million common shares were issued.

In December 1996, the Company raised net proceeds of $98.3 million from a
private placement of warrants exercisable into common shares. In April 1997,
these warrants were exercised and 3.15 million common shares were issued.

In February 1997, the Company completed the purchase of the assets and
assumption of certain liabilities of Videoprint Ltd., a division of MayKing
Multimedia Limited, a video cassette duplication and distribution company
located in the United Kingdom.

In March 1997, the Company, through its wholly owned subsidiary, Cinram Inc.
completed the purchase of the assets and assumption of certain liabilities of
Disc Manufacturing Inc., a division of Quixote Corporation. With manufacturing
facilities in California and Alabama, Disc Manufacturing Inc. was one of the
largest independent replicators of CDs and CD-ROM in North America.

In May 1997, the Company acquired most of the video duplication assets of Grupo
Condor S.L. located in Zaragoza, Spain.

In August 1997, the Company acquired the manufacturing assets of Sony's U.K. VHS
video cassette duplication operations. Subsequently, these assets were
integrated into the Videoprint operation.

In October 1997, the Company completed the acquisition of shares of Polygram
Manufacturing and Distribution Centers, B.V., a manufacturing facility producing
music cassettes and video cassettes in the Netherlands.

In November 1999, the Company entered into a strategic alliance with MP3.com,
Inc., whereby MP3.com, Inc. and others invested $22.1 million to purchase 1.7
million units of the Company. Each unit consisted of one Cinram common share and
one warrant to acquire an additional Cinram common share at $15 over a four year
period.

In December 1999, the Company recorded a restructuring charge related to the
restructuring of European operations, including a write-down of capital assets
and goodwill due to excess capacity in Europe. Management determined that it was
necessary to write-down the net book value of these assets based on estimated
future cash flows. In early 2000, as part of this restructuring plan, the
Company closed its facility in Zaragoza, Spain.

In mid 2000, the Company entered into two significant agreements with Twentieth
Century Fox Home Entertainment Inc. (TCFHE), a major North American motion
picture studio, to be their exclusive supplier of VHS and DVD manufacturing and
to provide distribution and warehouse logistics services in the United States
and Canada.

In November 2000, the Company acquired the shares of Universal Music
International Manufacturing and Logistics, S.A. (UML) in Louviers, France.
Simultaneously, the Company signed a long-term CD supply contract with UML
providing a solid foundation for the Company's CD business in Europe.

In December 2000, the Company announced a further restructuring charge
associated with operations in North America and Europe. The charge included a
provision for restructuring, principally for employee severance costs associated
with the closure of manufacturing facilities, combined with reducing headcount
levels in each remaining manufacturing facility. Furthermore, the charge
included a write-down of the carrying value of capital assets and goodwill at
facilities being shut down.

During 2001, the first phase of the Company's restructuring plan, which involved
the transfer of all CD and DVD equipment from one European plant to another, was
completed, as was the planned closure of the U.S. plant located in California.
The second phase of the restructuring plan, which involved a plant closure of
one of the European facilities, was not completed by December 31, 2001.
Consequently, those portions of the 2000 accrual which had not been expensed
were cancelled.

In addition, in 2000 and 2001 management reviewed the carrying values of its
capital assets, which resulted in write-downs to capital assets to their net
recoverable amount, based on reductions in estimated future cash flows,
primarily from the discontinued usage of certain assets.

In 2002, management added significant DVD capacity in both the United States and
Canada as a result of the growing consumer demand for DVD product, combined with
the additional business resulting from the signing of exclusive DVD supply
agreements during the year. Accordingly, revenues, earnings and earnings per
share all reached record levels for Cinram during 2002.

In late 2002, management entered into a purchase and sale agreement to sell the
shares of its wholly owned subsidiary, Cinram Nederland B.V. This facility
produced both audio cassettes and VHS video cassettes for the Benelux region,
and this transaction was completed on January 2, 2003.

NARRATIVE DESCRIPTION OF THE BUSINESS
- -------------------------------------

Cinram International Inc. is one of the world's largest independent providers of
prerecorded multimedia products and logistic services. With facilities in North
America and Europe, Cinram manufactures and distributes prerecorded DVDs, VHS
video cassettes, audio CDs, music cassettes, and CD-ROMs for motion picture
studios, music labels, publishers and computer software companies around the
globe.

Management has concluded that the Company is dominant in (i) the audio/ROM
replication/duplication segment and (ii) the home video replication/duplication
segment. As a custom audio and home video replicator/duplicator, Cinram produces
only to specific orders from its customers.

In North America, most of Cinram's major audio and home video customers use its
services rather than manufacture on their own because they prefer to concentrate
their efforts on promotion and artistic development. In addition, many major
entertainment companies have their own facilities but still require extra
capacity to meet market fluctuations. Short delivery time is particularly
important because tastes and trends in music and home video change rapidly and
companies must quickly respond to surges in demand for popular "hit" releases.
Furthermore, Cinram has shown that it can economically produce and distribute a
high quality product and can meet short delivery times.

Audio/ROM replication/duplication customers provide Cinram with a master tape,
label design, graphics and promotional materials. Cinram assumes responsibility
for all manufacturing and packaging operations and delivers/distributes finished
product to the respective companies.

In Europe, Cinram is an participant in the competitive home video
replication/duplication market, where most of the major studios use third party
duplicators. Life-style, education and marketing videos are some of the major
markets.

In 2002, the audio/ROM replication/duplication segment accounted for 27% of
consolidated sales, as compared to 35% of 2001 sales. The home video
replication/duplication segment accounted for 61% of consolidated sales as
compared to 57% of consolidated sales in 2001.

In 2002, the Company was dependent on two customers for approximately 37% and
15% of consolidated revenue, compared to 32% and 21% in 2001.

In 2002, approximately 27% of Cinram's audio/ROM replication/duplication sales
were made in Canada, 42% were made in the United States and 31% were made in
Europe. With respect to the home video replication/duplication segment,
approximately 25% of Cinram's home video replication/duplication sales were made
in Europe, 16% were made in Canada and 59% were made in the United States.

Raw materials purchased by Cinram are abundantly available. The major components
used in Cinram s products are plastics. Raw materials are sourced from Canada,
the United States, Europe and the Far-East.

With respect to CD replication licensing agreements, Cinram has agreements with
a member of the Philips Group of Companies in the Netherlands, and with
Discovision Associates of California, USA, whereby Cinram has a non-exclusive
license to manufacture CDs in Canada and the United States.

With respect to DVD replication licensing agreements, Cinram has agreements with
MPEGLA of California, USA, the 3-C Group (administered by Philips Electronics)
and the 6-C Group, (administered by Toshiba Corporation) whereby Cinram has a
worldwide non-exclusive license to manufacture DVDs.

Cinram maintains sufficient production capacity in both industry segments to
meet surges in demand. The highest demand occurred during the fourth quarter
when approximately 33% of Cinram's 2002 audio/ROM replication/duplication sales
and approximately 35% of home video replication/duplication sales were
generated.

Cinram's principal customers in the audio/ROM replication/duplication segment
are major music companies, publishers and computer software companies in North
America and Europe. Cinram enters into agreements in the ordinary course of its
business with its major customers, which deal generally with pricing, delivery,
order size, confidentiality and copyright protection.

With respect to the home video replication/duplication segment, Cinram's major
customers in North America are major motion picture studios. In Europe, the
customers include motion picture studios and a number of independent producers.

The loss of one of Cinram's major customers would have an adverse effect on
Cinram.

The following table indicates the properties occupied by Cinram as of
December 31, 2002.

Use/Industry
Tenant/Corp. Location Area (Sq. Ft.) Segment
- ------------ -------- -------------- ------------

Cinram International (1) Toronto, Ontario 136,000 B
Cinram International (2) Toronto, Ontario 275,000 A/C
Cinram International (3) Toronto, Ontario 440,000 A
Cinram Inc. (3) Indiana, USA 193,000 B
Cinram Inc. (2) Alabama, USA 1,100,000 A,B/C
Cinram Latinoamericana (3) Mexico City, Mexico 40,000 A,B/C
Cinram France East (3) St. Die, France 90,000 C
Cinram France West (3) Gaillon, France 250,000 A/C
Cinram Optical Discs (3) Louviers, France 160,000 B
Cinram U.K. (3) Ipswich, U.K. 85,000 A/C
Cinram Nederland (3) Amersfoort, The Netherlands 102,000 A,B/C*

(1) This property is owned by a non-arm's length corporation and leased to the
Company.

(2) This property is owned by the Company.

(3) This property is leased by the Company.

Note: A = Warehouse, fulfillment and other manufacturing

B = Audio/ROM replication/duplication

C = Home video replication/duplication

* sold effective January 2, 2003

Future minimum rental commitments for all non-cancelable operating and capital
leases, including the above properties are indicated in the following table:

Capital Operating Total
------- --------- -----

2003 $ 2,624 $ 7,944 $ 10,568
2004 $ 2,720 $ 5,609 $ 8,329
2005 $ 2,722 $ 2,723 $ 5,445
2006 $ 3,016 $ 999 $ 4,015
2007 $ 6,992 $ 193 $ 7,185
2008 and thereafter $ 4,374 $ 26 $ 4,400
------- ------- --------
$22,448 $17,494 $ 39,942
Less interest $ 4,561
Less current portion $ 1,569
-------
$16,318

Cinram operates in a highly competitive industry where competitive pricing,
quick service and high quality are essential factors in retaining customers. In
North America, there are numerous competitors, both large and small, which
manufacture audio cassettes or CDs, or both. Cinram, as the largest independent
manufacturer in North America, has a number of competitive advantages including
economies of scale, technological capabilities, multiple products manufactured,
and its high degree of vertical integration and automation.

The pre-recorded home video industry in North America is dominated by several
major companies. As with music, these companies oversee all aspects of
production, including obtaining master tapes, sub-contracting manufacturing to a
custom manufacturer and conducting promotion and distribution. Unlike the music
industry, none of the major motion picture studios duplicate their own
pre-recorded VHS video cassettes or DVDs. Generally, as with music, exclusive
supply agreements are instituted with major companies.

In Europe, Cinram has a share of the competitive European home video market,
where all the major motion picture studios use third party duplicators. Other
video markets include life-style, education and marketing videos.

As of December 31, 2002, Cinram had approximately 4,000 employees worldwide.

A risk associated with Cinram's foreign operations is foreign currency exposure.
As the company expands the scope of its activities in foreign markets, it is
exposed to foreign exchange fluctuations. Since 1996, and continuing through
2002, the Company has taken steps to mitigate some of this risk by financing
investments in other countries in those domestic currencies, thereby hedging its
foreign exchange exposure.

SELECTED CONSOLIDATED FINANCIAL INFORMATION
- -------------------------------------------

Selected consolidated financial information for the last 5 completed years is
available in the table that follows. All amounts are in thousands of dollars
except for per share data, which is based on the 2 for 1 stock split in February
1998.

2002 2001 2000 1999 1998
---- ---- ---- ---- ----

Net sales $ 878,679 $ 831,723 $ 652,281 $ 645,539 $ 642,714
Earnings before unusual items and $ 78,570 $ 32,424 $ 14,918 $ 79,494 $ 42,303
income taxes
Total assets $ 829,693 $ 735,384 $ 768,157 $ 842,851 $ 856,774
Long-term debt $ 53,989 $ 41,219 $ 54,123 $ 56,348 $ 213,439
Cash dividends declared per share $ 0.08 $ 0.06 $ 0.08 $ 0.08 $ 0.08
Net earnings (loss) $ 54,471 $ 23,713 $ (28,111) $ 19,344 $ 42,303
Net earnings (loss) per share $ 0.99 $ 0.43 $ (0.51) $ 0.33 $ 0.71
Diluted net earnings (loss) per share $ 0.98 $ 0.43 $ (0.51) $ 0.32 $ 0.70

The factors affecting the comparability of the data include the significant
acquisitions and events outlined on pages 6 and 7 of this Annual Information
Form.

Selected consolidated financial information for the last four quarters is
available in the "Summary of Quarterly Results" section on page 38 of Cinram's
2002 Annual Report and is incorporated herein by reference.

There is no restriction preventing Cinram from paying dividends. In 2002, the
Company declared quarterly dividends of $.02 per common share, payable on March
31, June 30, September 31 and December 31, 2002.

In 2003, the Company has so far declared quarterly dividends of $0.03 per common
share, payable on March 31, 2003 and June 30, 2003.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
- --------------------------------------------------------------------------

Management's Discussion and Analysis of Financial Condition and Results of
Operations is available starting on page 8 of Cinram's 2002 Annual Report and is
incorporated herein by reference.

MARKET FOR SECURITIES
- ---------------------

Cinram's common shares are listed and posted for trading on The Toronto Stock
Exchange under the symbol CRW. Effective January 1, 2001, the Company de-listed
from NASDAQ.

DIRECTORS AND OFFICERS
- ----------------------

The names, municipalities of residence, offices held and principal occupations
of the directors and executive officers of the Company for the past five years
are as follows:

PERIOD SERVED AS A
NAME AND MUNICIPALITY PRINCIPAL DIRECTOR OF THE
OF RESIDENCE OFFICE OCCUPATION CORPORATION
- --------------------- ------ ---------- ------------------

Isidore Philosophe Chief Officer of the Company Since August 29, 1969
Toronto, Ontario Executive Officer and
Director

Jacques Philosophe Executive Vice-President, Officer of the Company Since December 27, 1972
Vaughan, Ontario Operations

Lewis Ritchie Executive Vice-President, Officer of the Company Since June 1, 1985
Richmond Hill, Ontario Finance and Administration,
CFO, Secretary and Director

Norman May (1) Director Partner of Fogler, Rubinoff LLP Since December 1, 1985
North York, Ontario

Dr. Henri A. Aboutboul (1) (2) Non-Executive Chairman, Director Director, Since November 19, 1986
London, United Kingdom Waste Management International B.V.

Peter G. White (1), (2) Director Executive Vice President, Since June 12, 1997
Toronto, Ontario Argus Corporation

David Rubenstein President, Officer of the Company
Florida, USA Cinram Americas, Director

Jaime Ovadia Executive Vice-President, Officer of the Company
Florida, USA World Wide Theatrical Home
Video, Cinram International Inc.

Marcel Tuchner Executive Vice-President, Officer of the Company
Toronto, Ontario Manufacturing and Engineering

(1) member of Audit Committee
(2) member of Compensation Committee

The Company is required to have and has an audit committee which consists of
Messrs. Henri Aboutboul, Norman May, Q.C. and Peter G. White. The Company does
not have an executive committee of the Board of Directors.

Each of the foregoing individuals has held his principal occupation or other
office or position with the same firm set out opposite his name for the past
five years, except for Mr. Aboutboul, who prior to May 2001 was the Managing
Director of Chemicals, Waste Management International.

As of May 12, 2003, the directors and senior officers of the Corporation, as a
group, beneficially owned directly or indirectly, or exercised control or
direction over, 5.7% of the outstanding common shares.

ADDITIONAL INFORMATION
- ----------------------

Additional information, including executive and directors' compensation and
interests of management and others in material transactions, where applicable,
is contained in Cinram's management information circular dated May 2,2003, for
the annual meeting of shareholders to be held on June 13, 2003, which involves
the election of directors. Additional financial information is provided in
Cinram's comparative financial statements for 2002 on pages 19-35 of Cinram's
2002 Annual Report, which financial statements are incorporated herein by
reference. A copy of this document may be obtained, upon written request, from
the Secretary of Cinram. In Quebec, a copy of such documents is available to the
public under the conditions provided for in section 87 of the Securities Act
(Quebec).

The Company will provide to any person or company upon request to the Secretary
of Cinram:

(a) when the securities of Cinram are in the course of distribution pursuant to
a short form prospectus or a preliminary short form prospectus has been
filed in respect of a proposed distribution of its securities:

(i) one copy of Cinram's annual information form, together with one copy
of any document, or the pertinent page of any document, incorporated
herein by reference;

(ii) one copy of the comparative consolidated financial statements of
Cinram for Cinram's most recently completed financial year together
with the accompanying report of Cinram's auditors thereon;

(iii) one copy of any interim financial statements of Cinram subsequent to
the financial statements of Cinram's most recently completed
financial year;

(iv) one copy of the information circular of Cinram in respect of Cinram's
most recent annual meeting of shareholders that involved the election
of directors; and

(v) one copy of any other documents that are incorporated by reference
into the preliminary short form prospectus or the short form
prospectus and are not required to be provided under (i) to (iv)
above; or

(b) at any other time, one copy of any documents referred to in (a) (i), (ii),
(iii) and (iv) above, provided Cinram may require the payment of a
reasonable charge if the request is made by a person or company who is not
a security holder of Cinram.