UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.     )

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Filed by a Party other than the Registrant   o

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Catamaran Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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CATAMARAN CORPORATION

NOTICE OF MEETING AND

PROXY CIRCULAR AND PROXY STATEMENT

April 1, 2013

Annual and Special Meeting of Shareholders

To Be Held

May 14, 2013

CATAMARAN CORPORATION

2441 Warrenville Road, Suite 610

Lisle, Illinois, 60532-3642

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the “Meeting”) of shareholders of Catamaran Corporation (the “Company” or “Catamaran”) will be held at the St. Andrew's Club & Conference Centre, 150 King Street West, 16^th Floor, Toronto, ON M5H 1J9on May 14, 2013 at 4:30 p.m. local time for the following purposes:

(a) to receive the Annual Report of the Company which contains the consolidated financial statements of the Company for the fiscal year ended December 31, 2012 and the report of the auditors thereon;

(b) to elect the nine director nominees named in the accompanying Proxy Circular and Proxy Statement;

(c) to approve on an advisory basis named executive officer compensation, as disclosed in this Proxy Circular and Proxy Statement;

(d) to appoint auditors and to authorize the directors to fix the auditors remuneration and terms of engagement; and

(e) to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The directors of the Company have fixed the close of business on March 25, 2013 as the record date for the determination of the shareholders of the Company entitled to receive notice of the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 14, 2013. The Proxy Circular and Proxy Statement and 2012 annual report to shareholders are available free of charge at www.proxydocs.ca/catamaran.

DATED at Lisle, Illinois, as of April 1, 2013.

BY ORDER OF THE BOARD

/s/ Clifford Berman

Clifford Berman

Senior Vice President,

General Counsel and Corporate Secretary

This Proxy Circular and Proxy Statement is being issued on behalf of management and the Board of Directors in connection with the Meeting scheduled for May 14, 2013. This Proxy Circular and Proxy Statement and accompanying proxy card are first being made available to shareholders on or about April 1, 2013. The terms “we,” “our,” and “the Company” throughout this Proxy Circular and Proxy Statement refer to Catamaran, and not the Board of Directors, or any of the Board of Director's committees.

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares are voted at the Meeting, are requested to vote via the Internet, telephone or by requesting a proxy card to complete, sign, date and return by mail as instructed in the Proxy Card.

All instruments appointing proxies to be used at the Meeting or at any adjournment or postponement thereof must be deposited with the Company's registrar and transfer agent, Canadian Stock Transfer Company Inc., who acts as administrative agent for CIBC Mellon Trust Company, LLC, at least two business days prior to the commencement of the Meeting or any adjournment or postponement thereof or with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof.

PROXY CIRCULAR AND PROXY STATEMENT

TABLE OF CONTENTS

	Page
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS	1
PROXIES AND VOTING	2
Voting Procedures	2
Quorum Requirement	2
NON-REGISTERED HOLDERS	2
REVOCATION OF PROXIES	3
SHAREHOLDER PROPOSALS FOR THE COMPANY'S 2014 ANNUAL MEETING	3
FINANCIAL STATEMENTS AND AUDITORS' REPORTS	3
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS THEREOF	3
MATTERS TO BE ACTED UPON AT THE MEETING	4
1. Election of Directors	4
EXECUTIVE COMPENSATION	8
Compensation Discussion and Analysis	8
Compensation Committee Report	18
2012 Summary Compensation Table	19
2012 Grants of Plan-Based Awards Table	20
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table	22
Employment Agreements	22
2012 Outstanding Equity Awards at Fiscal Year-End Table	26
2012 Option Exercises	27
2012 Nonqualified Deferred Compensation	28
Summary of Potential Payments upon Termination or Change of Control (Fiscal Year 2012)	29
Compensation of Directors	31
2. Advisory Vote to Approve Named Executive Officer Compensation	32
3. Appointment of Independent Registered Public Accountants	33
4. Other Matters	34
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	34
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	34
Overview	34
Board of Directors	35
EQUITY COMPENSATION PLAN INFORMATION	39
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	41
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	41
RELATED PARTY TRANSACTIONS	41
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	42
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON	42
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING	42
ADDITIONAL INFORMATION	42
COMMUNICATING WITH THE BOARD	42
APPROVAL	42
Appendix A - Corporate Governance Guidelines of Catamaran Corporation	A-1
Appendix B - Audit Committee Charter of Catamaran Corporation	B-1
Appendix C - Forms of Proxy Notice and Proxy Card	C-1

CATAMARAN CORPORATION

PROXY CIRCULAR AND PROXY STATEMENT

SOLICITATION OF PROXIES

April 1, 2013

This Proxy Circular and Proxy Statement is furnished in connection with the solicitation of proxies by management (“Management”) and the Board of Directors (the “Board of Directors” or “Board”) of Catamaran Corporation (formerly known as SXC Health Solutions Corp.) (the “Company,” “Catamaran,” “we,” “our” and “us”) for use at the Annual and Special Meeting of Shareholders (the “Meeting”) of the Company to be held on May 14, 2013 at the time and place and for the purposes set forth in the Notice of Annual and Special Meeting of Shareholders (“Notice of Meeting”).

In accordance with rules and regulations of the Securities and Exchange Commission (the “SEC”), the Ontario Securities Commission and the order of the Yukon Superintendent of Securities dated March 15, 2013 granted pursuant to the provisions of section 153 of the Business Corporations Act (Yukon), instead of mailing a printed copy of our proxy materials to each shareholder of record or beneficial owner, we furnish proxy materials, which include this Proxy Circular and Proxy Statement and the accompanying Proxy Card, Notice of Meeting and our Annual Report to Shareholders, to our shareholders over the Internet, unless otherwise instructed by the shareholder. The Notice of Internet Availability of Proxy Materials and this Proxy Circular and Proxy Statement under “Important Notice Regarding the Availability of Proxy Materials” below instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials and the Proxy Card also instruct you as to how you may submit your proxy on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

The Notice of Internet Availability of Proxy Materials was first mailed on or before April 1, 2013 to all shareholders of record as of March 25, 2013 (the “Record Date”). The only voting securities of the Company are the common shares of the Company, no par value per share (the “common shares”), of which there were 205,905,384 shares outstanding as of the Record Date.

The Company will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing and mailing of the proxy materials. The Company will also reimburse the reasonable costs incurred by persons who are the registered but not beneficial owners of common shares (such as brokers, dealers and other registrants under applicable securities law and nominees and custodians) in sending or delivering copies of the proxy materials to the beneficial owners of common shares that are registered in the names of such persons. Payments will be made upon receipt of an appropriate invoice. The Company will furnish to such persons, upon request to the Company's Secretary, at the U.S. corporate headquarters of the Company, 2441 Warrenville Road, Suite 610, Lisle, Illinois, 60532-3642, (Tel. 800-282-3232) or the registered office of the Company, 204 Black Street, Suite 300, Whitehorse, Yukon Territory, Canada, Y1A 2M9 (Tel. 867-668-5252) and without additional cost, additional copies of the proxy materials. Proxies also may be solicited on behalf of the Company by directors, officers or employees of the Company in person or by mail, telephone or facsimile transmission. No additional compensation will be paid to such directors, officers, or employees for soliciting proxies. Although Catamaran has not currently engaged a proxy solicitor in connection with the Meeting, Catamaran may elect to do so and, in such case, would pay a customary fee for these services.

In July 2012, the Company completed its merger with Catalyst Health Solutions, Inc. (“Catalyst”), a full-service pharmacy benefit management company ("PBM"). At a special meeting of shareholders of the Company held on July 2, 2012 in connection with the Catalyst merger, the shareholders of the Company approved a proposal to amend the Company's articles of continuance to change the corporate name of the Company from “SXC Health Solutions Corp.” to “Catamaran Corporation.” In conjunction with the name change, the Company's common shares began trading under the ticker "CTRX" on the NASDAQ Stock Market and "CCT" on the Toronto Stock Exchange.

Unless otherwise indicated, all dollar amounts in this document are in United States dollars. On September 6, 2012, the Company announced a two-for-one stock split effected by a stock dividend on the issued and outstanding common shares of the Company. On October 1, 2012, shareholders of record at the close of business on September 20, 2012 were issued one additional common share for each share owned as of that date. All share and per share data presented in this Proxy Circular and Proxy Statement have been adjusted to reflect this stock split. The information contained herein is provided as of April 1, 2013, unless otherwise noted.

IMPORTANT NOTICE REGARDING THE AVAILABILITY

OF PROXY MATERIALS

The Company's Proxy Circular and Proxy Statement and Annual Report to Shareholders for registered holders and beneficial owners are available for viewing at www.proxydocs.ca/catamaran. We will send, free of charge, to any beneficial shareholder who requests by calling the following toll-free number 888-433-6443 or by emailing fulfilment@canstockta.com, a paper copy of this Proxy Circular and Proxy Statement by prepaid mail, courier or the equivalent at the address specified in the request. In the case of a request received prior to the date of the Meeting, the material will be sent no later than three business days after receiving the request, and in the case of a request received on or after the date of the Meeting, and within one year of the Proxy Circular and Proxy Statement being filed, within 10 calendar days after receiving the request.

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PROXIES AND VOTING

Shareholders who are unable to attend the Meeting in person and who wish to have their common shares voted at the Meeting are requested to vote via the Internet or telephone or by requesting a Proxy Card to complete, sign, date and return by mail. Proxies must be deposited (i) with the Company's transfer agent and registrar, Canadian Stock Transfer Company Inc., who acts as administrative agent for CIBC Mellon Trust Company, at least two business days prior to the commencement of the Meeting or any adjournment or postponement thereof, or (ii) with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof, in order for the common shares represented thereby to be voted at the Meeting or any adjournment or postponement thereof.

The common shares represented by any proxy will be voted for, against or withheld from voting with respect to the matters described herein in accordance with the instructions provided by the shareholder or any ballot that may be called for and if a shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. In the absence of any specification, such proxies will be voted FOR the election of directors, FOR the approval of the resolution to approve, on an advisory basis, the compensation of the Company's named executive officers, as described in this Proxy Circular and Proxy Statement, and FOR the appointment of auditors.

The form of proxy also confers discretionary authority upon the persons named therein with respect to amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting. The Company knows of no other matters to come before the Meeting other than matters referred to in the Notice of Meeting. If any matters which are not now known should properly come before the Meeting or if any amendments or variations to the matters referred to in the Notice of Meeting are presented for consideration at the Meeting, the forms of proxy will be voted on such matters, amendments and variations in accordance with the best judgment of the person voting the proxy.

A shareholder has the right to appoint a person (who need not be a shareholder) as proxy holder to attend and act on his or her behalf at the Meeting other than the representatives of management and the Board of Directors designated in the form of proxy. The shareholder may exercise this right by inserting the name of the nominee in the space provided in the form of proxy or may complete another appropriate form of proxy, and in each case delivering the completed proxy in the manner set forth above.

Voting Procedures

A shareholder may vote “FOR” or “WITHHOLD” his or her vote relating to the election of a director or the appointment of the independent registered accounting firm. In the case of the vote for the approval, on an advisory basis, of the compensation of the Company's named executive officers, as described in this Proxy Circular and Proxy Statement, proxies may be marked “FOR” or “AGAINST.” By a non-binding advisory vote, a shareholder may (i) vote to approve the Company's executive compensation program, (ii) vote against the Company's executive compensation program or (iii) abstain from voting on the matter. Your shares will be voted as you instruct via the telephone or Internet voting procedure described on the Proxy Card or the Notice of Internet Availability of Proxy Materials, or as you specify on your Proxy Card(s) if you elect to vote by mail.

Brokers who are registered shareholders owning shares on behalf of beneficial owners are required under stock exchange rules to obtain the instructions of beneficial owners before casting a vote on certain matters. In the absence of such instructions, the broker may not vote the shares on such matters, and such a situation is referred to as a “broker non-vote.” Broker non-votes are not treated as votes cast for purposes of these matters and will not have any impact on the outcome. It is expected that brokers will lack discretionary voting authority with respect to the election of directors and the proposal regarding the non-binding advisory vote on executive compensation, but will not lack discretionary voting authority with respect to the proposal regarding the appointment of the independent registered public accountants.

Quorum Requirement

The required quorum for the transaction of business at the Meeting is at least two persons present in person and representing in their own right, or by proxy, or as a duly authorized representative of any registered shareholder that is a body corporate or other legal entity, at least 33 1/3% of the Company's outstanding common shares entitled to vote at the Meeting. Common shares represented by proxies marked “WITHHOLD” or “ABSTAIN” and proxies returned as broker “non-votes” will be considered present for quorum purposes.

NON-REGISTERED HOLDERS

Only registered holders of common shares of the Company or the person(s) they appoint as their proxy holder are permitted to vote at the Meeting. However, in many cases, common shares of the Company beneficially owned by a holder are not registered in the name of the holder (a “Non-Registered Holder”) but are rather registered either (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the common shares or (b) in the name of a clearing agency (such as The Depository Trust Company or The Canadian Depository for Securities Limited) of which the Intermediary is a participant (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP's, RRIF's, RESP's and similar plans). In accordance with applicable securities laws, the Company has distributed copies of the Notice of Internet Availability of Proxy Materials to the clearing agencies and Intermediaries for further distribution to Non-Registered Holders. Intermediaries are required to forward the Notice of Internet Availability of Proxy Materials to Non-Registered Holders.

If you are a Non-Registered Holder, and elect to vote via telephone or the Internet, your vote will be submitted to the Intermediary that holds your common shares. If you request paper Proxy Cards and elect to vote by mail, you will return your executed Proxy Card to your

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Intermediary. Shortly before the Meeting, each Intermediary totals the votes submitted by telephone, Internet or mail by the beneficial owners for whom it holds common shares, and submits a Proxy Card reflecting the aggregate votes of such beneficial owners. If you are Non-Registered Holder and wish to vote in person at the Meeting (or have another person attend and vote on your behalf), you must obtain a legal proxy issued in your name from the Intermediary that holds your common shares and bring such proxy to the Meeting and present it to the scrutineers of election with your ballot to be able to vote at the Meeting.

REVOCATION OF PROXIES

Any shareholder who has given a proxy may revoke it by (i) timely delivering a written revocation delivered to the Corporate Secretary, (ii) timely submission of another valid proxy bearing a later date (including through any alternative voting procedure described on the Notice of Internet Availability of Proxy Materials or Proxy Card), (iii) attending the Meeting and giving the scrutineers for the Meeting notice that you intend to vote your shares in person or (iv) any other manner permitted by law. If your shares are held by an Intermediary, you must contact your Intermediary in order to revoke your proxy. You may notify the Corporate Secretary of your revocation, by depositing an instrument in writing executed by you or your attorney authorized in writing at the U.S. corporate headquarters of the Company, 2441 Warrenville Road, Suite 610, Lisle, Illinois, 60532-3642 (Tel. 800-282-3232) or the registered office of the Company, 204 Black Street, Suite 300, Whitehorse, Yukon Territory, Canada, Y1A 2M9, (Tel. 867-668-5252), to the attention of the Corporate Secretary, at least three business days preceding the day of the Meeting or any adjournment or postponement thereof.

SHAREHOLDER PROPOSALS FOR THE COMPANY'S 2014 ANNUAL MEETING

If you want to propose a matter for a vote by the Company's shareholders at the Company's 2014 Annual Meeting of Shareholders, you must send your proposal to the Company's Secretary at the following address: 2441 Warrenville Road, Suite 610, Lisle, Illinois 60532-3642. For proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, the Company may omit your proposal from next year's Proxy Circular and Proxy Statement under applicable United States securities laws if it is not received by the Company's Secretary at the address noted above by December 3, 2013. For shareholder proposals submitted pursuant to section 138 of the Business Corporations Act (Yukon), the Company may omit your proposal from next year's Proxy Circular and Proxy Statement under applicable Yukon corporate law if, among other things, it is not received by the Company's Corporate Secretary at the address noted above by February 11, 2014.

FINANCIAL STATEMENTS AND AUDITORS' REPORTS

At the Meeting, we will submit to you the Company's consolidated financial statements for the year ended December 31, 2012 and the related report of our auditors. No vote will be taken regarding the financial statements.

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS THEREOF

As of the close of business on March 25, 2013, Catamaran had 205,905,384 common shares outstanding. Each holder of common shares is entitled to one vote for each common share registered in such holder's name as at the close of business on the Record Date.

In accordance with the Business Corporations Act (Yukon), if a shareholder transfers ownership of any of their common shares after the Record Date, the transferee may be entitled to vote the common shares at the Meeting. To gain entitlement to vote those common shares, the transferee must produce properly endorsed common share certificates or otherwise establish that the transferee owns the common shares, and must demand not later than 10 days before the Meeting, that the transferee's name be included in the list of shareholders before the Meeting.

The following tables set forth certain information, as of March 25, 2013, concerning the persons or entities known to us to be beneficial owners of or exercise control or direction over more than 5% of the common shares as well as the number of common shares that our directors and executive officers directly or indirectly own. Except as otherwise indicated below, each of the entities or persons named in the table has sole voting and investment power with respect to all common shares beneficially owned set forth opposite their name. Percentage ownership is based on an aggregate of 205,905,384 common shares outstanding on March 25, 2013. Unless otherwise indicated, the business address of each shareholder listed below is Catamaran Corporation, 2441 Warrenville Rd, Suite 610, Lisle, Illinois 60532.

Name and Address of Beneficial Owner	Title of Class	Number of Shares Beneficially Owned, Controlled or Directed	Percentage of Class Beneficially Owned, Controlled, or Directed
Principal Shareholders:
T. Rowe Price Associates, Inc.(1)	Common Shares	30,629,845	14.9	%
100 E. Pratt Street, Baltimore, Maryland 21202
FMR LLC. (2)	Common Shares	24,699,283	12.0	%
82 Devonshire Street, Boston, MA, 02109
BlackRock Inc. (3)	Common Shares	13,419,480	6.5	%
40 E 52nd Street, New York, NY, 10022

(1) This information is based upon the Schedule 13G/A filed by T. Rowe Price Associates Inc. with the SEC on February 12, 2013. T. Rowe Price Associates Inc. has reported therein that it has sole voting power over 7,015,817 common shares, which are included in its 30,629,845 common shares over which it retains sole dispositive power. These common shares are owned of record by various individual and institutional

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investors with respect to which T. Rowe Price Associates, Inc. (Price Associates) serves as investment adviser with power to direct investments and/or sole power to vote the common shares. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such common shares.

(2) This information is based upon the Schedule 13G/A filed by FMR, LLC with the SEC on February 14, 2013. FMR, LLC has reported therein that it has sole voting power over 4,694,957 common shares, which are included in its 24,699,283 common shares over which it retains sole dispositive power.

(3) This information is based upon the Schedule 13G filed by BlackRock Inc. with the SEC on January 30, 2013. BlackRock Inc. has reported therein that it has sole voting and dispositive power over 13,419,480 common shares.

Name of Beneficial Owner	Title of Class	Shares	Aggregate Stock Option Grants Exercisable within 60 Days of March 25, 2013	Aggregate Restricted Stock Units that Vest within 60 Days of March 25, 2013	Total Shares Beneficially Owned	Total Percentage of Class
Peter J. Bensen	Common Shares	12,624	—	—	12,624	*
Steven D. Cosler	Common Shares	31,809	7,500	—	39,309	*
William J. Davis	Common Shares	40,774	—	—	40,774	*
Steven B. Epstein	Common Shares	—	—	—	—	*
Betsy Holden	Common Shares	—	—	—	—	*
Karen Katen	Common Shares	2,000	—	—	2,000	*
Harry M. Kraemer	Common Shares	20,000	—	—	20,000	*
Anthony R. Masso	Common Shares	41,562	—	—	41,562	*
Mark Thierer	Common Shares	254,183	321,422	—	575,605	*
Jeffrey Park	Common Shares	68,070	116,256	—	184,326	*
John Romza	Common Shares	225,011	184,452	—	409,463	*
Joel Saban	Common Shares	32,482	110,320	—	142,802	*
Cliff Berman	Common Shares	18,082	37,640	—	55,722	*
Richard Bates	Common Shares	—	—	—	—	*
All executive officers and directors as a group as of March 25, 2013 (14 persons)	Common Shares	746,597	777,590	—	1,524,187	*

* Less than 1% owned.

MATTERS TO BE ACTED UPON AT THE MEETING

1.Election of Directors

The articles of the Company provide that the Company shall have a minimum of six and a maximum of ten directors. The number of directors is currently set at nine. The directors elected at the Meeting will hold office until the close of the next annual meeting or until their successors are elected or appointed, whichever occurs first. The present term of office of each director of the Company will expire immediately prior to the election of directors at the Meeting.

Pursuant to Yukon corporate law and the related regulations, there is in effect a plurality vote standard for the election of directors to the Board, as the nine director nominees with the greatest number of votes cast ''FOR'' their election, even if less than a majority of the total number of votes cast, will be elected. As there are nine nominees identified below and the Company's Board size has been set at nine, all of the nominees identified below will be elected to the Board unless additional nominees are proposed and one or more of such additional nominees receives a greater number of votes than one or more of the nominees identified below. The results of the election of directors at the Meeting will be determined and certified by the scrutineers for the Meeting. With respect to Mr. Thierer, his employment agreement provides that he will be nominated for election as a director at each annual meeting of shareholders during the period he serves as Chief Executive Officer of the Company.

The Company has not adopted a majority voting policy with respect to uncontested elections of directors. A majority voting policy generally provides that a director who has received a majority of withhold votes must tender his or her resignation immediately after the meeting, to be effective upon acceptance of the Board of Directors. Catamaran shareholders have a history of electing, by a plurality, strong and independent Boards. At each of the last three annual meetings of shareholders, each of the director nominees has been elected with less than 5% of withhold votes. As a result, the outcome of director elections in these years would not have been any different under a majority voting policy. The Board believes that the votes over this period reflect our shareholders' confidence in the Board and in the strong corporate governance protections the Board has implemented. As part of its ongoing commitment to corporate governance, and in accordance with applicable Toronto Stock Exchange rules, the Board will continue to consider whether or not to adopt a majority voting policy in the future.

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A shareholder may (i) vote for the election of a nominee or (ii) withhold his or her vote for the election of a nominee. Your shares will be voted as you instruct via the telephone or Internet voting procedure described on the Proxy Card or the Notice of Internet Availability of Proxy Materials, or as you specify on your Proxy Card(s) if you elect to vote by mail. If you sign, date and return the Proxy Card without specifying how you want your shares voted, they will be voted for the election of the director nominees. If unforeseen circumstances (such as death or disability) require the Board of Directors to substitute another person for any of the director nominees, your shares will be voted for that other person.

The following table, the notes thereto and the professional biographies immediately following such table set forth, among other things, the names and respective municipalities of residence of the persons proposed to be nominated for election as directors, their principal occupations, all positions and offices with the Company presently held by them and the date on which they were first elected or appointed as directors. The professional biography of each of the directors also contains information regarding some of the experience, qualifications, attributes or skills that led to the conclusion that the nominee should serve as a director of the Company. In addition to the individual experiences and attributes of each of the directors described in the following professional biographies, the Company highly values the collective experience, qualifications, and perspectives of the directors. We believe that the collective experiences, qualifications and perspectives of our directors results in a Board with the commitment and energy to advance the interests of our shareholders.

Name	State or Province and Country of Residence	Principal Occupation	Date First Became a Director
Mark A. Thierer (1)	Barrington, IL, USA	Chairman and Chief Executive Officer of the Company	January 27, 2006
Steven Cosler (2)(3)	Winter Park, FL, USA	Operating Partner, Water Street Healthcare Partners	August 1, 2007
Peter J. Bensen (5)	Downers Grove, IL, USA	Corporate Executive Vice President and Chief Financial Officer, McDonald's Corporation	December 14, 2011
William J. Davis (4)	Columbus, OH, USA	Chief Financial Officer, Blackboard Inc.	January 23, 2007
Steven B. Epstein (3)	Potomac, MD, USA	Founder, Epstein Becker & Green, P.C	August 31, 2012
Betsy D. Holden (3)(4)	Winnetka, IL, USA	Senior Advisor, McKinsey & Company	December 10, 2012
Karen L. Katen (5)	New York, NY, USA	Senior Advisor, Essex Woodlands	December 10, 2012
Harry M. Kraemer (4)	Wilmette, IL, USA	Executive Partner, Madison Dearborn Partners	July 9, 2012
Anthony Masso (5)	Royal Oak, MD, USA	Independent Consultant	September 17, 2007

Notes:

(1) Chairman of the Board of Directors.

(2) Lead Independent Director of the Board of Directors.

(3) Member of the Nominating and Corporate Governance Committee.

(4) Member of the Audit Committee.

(5) Member of the Compensation Committee.

Mark A. Thierer, 53, has been a director since January 2006. Effective March 9, 2011, Mr. Thierer assumed his current role of Chairman and Chief Executive Officer ("CEO") of the Company. Previously, Mr. Thierer served as the President and Chief Operating Officer of the Company from September 2006 through June 2008 and President and CEO of the Company from June 30, 2008 through March 8, 2011. Prior thereto, Mr. Thierer was the President of Physicians Interactive, a former division of Allscripts Healthcare Solutions, Inc. ("Allscripts") (NASDAQ: MDRX), which provided online clinical education programs, from 2003 to 2006. Prior to Allscripts, Mr. Thierer spent ten years with CaremarkRx, now CVS/Caremark, where he was a corporate officer and key executive in helping to build Caremark into a pharmacy benefits manager and specialty pharmacy company. In his most recent capacity at Caremark, Mr. Thierer served as the Senior Vice President, New Ventures, responsible for developing Caremark's growth strategy. Prior to that role, Mr. Thierer managed Caremark's retail network operations, trade relations, specialty pharmacy, marketing, field operations, and corporate account functions. Prior to Caremark, Mr. Thierer spent ten years with IBM, managing sales of healthcare information management solutions. Mr. Thierer holds a Bachelor's degree in Finance from the University of Minnesota and a M.B.A. in Marketing from Nova Southeastern University in Florida. He also holds the designation of CEBS (Certified Employee Benefits Specialist) from The Wharton School. Mr. Thierer is an active member of numerous industry associations. Mr. Thierer is also an advisor to the Jeffrey Pride Foundation for Pediatric Cancer Research.

The Board concluded that Mr. Thierer should continue to serve as a director of the Company because of his understanding of the operations of the Company and the industry in which it operates in part due to his role as the Company's Chairman and CEO and his many years of healthcare related experience.

Steven D. Cosler, 57, has been a director since August 2007, and was appointed Lead Independent Director on March 9, 2011. Mr. Cosler is currently an Operating Partner at Water Street Healthcare Partners (“Water Street”), a Chicago-based private-equity firm focused exclusively on the healthcare industry. Mr. Cosler joined Water Street in 2006 and prior to that was President and Chief Executive Officer of Priority Healthcare Corporation (“Priority”), a publicly held specialty pharmacy and distributor that was acquired by Express Scripts in October 2005. Mr. Cosler was employed by Priority from 1996 to 2005, where he held a number of increasingly senior roles, culminating in his appointment as President and Chief Operating Officer in 2001, and President and CEO in 2002, a position he retained until the acquisition. Before joining Priority, Mr. Cosler held leadership positions at Coresource, Inc., a third party administrator managing healthcare services, and at IBM. Mr. Cosler sits on the board of several privately held healthcare companies including Healthplan Holdings, Access Mediquip, Inc. and New Century Health. He is a graduate of Purdue University with a Bachelor's degree in Industrial Management.

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The Board concluded that Mr. Cosler should continue to serve as a director of the Company in part due to his familiarity with the healthcare industry, given his experience in private equity investing in, acquiring and selling healthcare companies and as a former executive of a public specialty pharmacy and distribution company.

Peter J. Bensen, 50, has been a director since December 2011 and he currently serves as Corporate Executive Vice President and Chief Financial Officer of McDonald's Corporation (“McDonald's”) (NYSE: MCD), a franchisor and operator of McDonald's restaurants in the global restaurant industry, a position he has held since January 2008. Mr. Bensen has been a senior member of the financial team at McDonald's since 1996, including serving as Corporate Senior Vice President-Controller from April 2007 through December 2007 and Corporate Vice President-Assistant Controller from February 2002 through March 2007. Prior to joining McDonald's, Mr. Bensen was a senior manager at Ernst & Young and is a member of the Board of Trustees for the John G. Shedd Aquarium. He is a graduate of St. Joseph's College with a Bachelor's degree in Accounting.

The Board concluded that Mr. Bensen should continue to serve as a director of the Company in part due to his finance skills and experience as an executive of a large multi-national corporation.

William J. Davis, 45, has been a director since January 2007. Mr. Davis is currently the Chief Financial Officer, or CFO, of Blackboard Inc., a provider of enterprise software applications and related services to the education industry based in Washington, D.C., a position he has held since May 2012. In this role, Mr. Davis is responsible for all financial operations of Blackboard. Prior to joining Blackboard, Mr. Davis was CFO of Allscripts, the Chicago-based healthcare information technology provider, from October 2002 until May 2012. Prior to joining Allscripts, Mr. Davis was the CFO of Lante Corporation, a technology consulting firm. From 1991 through 1999, Mr. Davis was a member of the Technology Group of PricewaterhouseCoopers LLP. Mr. Davis earned a Bachelor's degree in Accounting from the University of Cincinnati and a M.B.A. from Northwestern University.

The Board concluded that Mr. Davis should continue to serve as a director of the Company in part due to his familiarity with public company reporting responsibilities and complex corporate transactions as a result of his work experience as the CFO of Blackboard, Allscripts and Lante Corporation.

Steven B. Epstein, 69, has been a director since August 2012 and was appointed to the Board by the Company pursuant to the merger agreement with Catalyst. Mr. Epstein is a founding member of the law firm Epstein Becker & Green, P.C., one of the first law firms to specialize in health care law when established in 1973, and which has since grown to approximately 275 lawyers in 11 cities. Mr. Epstein currently serves as the senior partner in the firm's Washington D.C. office. In 1972, prior to founding Epstein Becker & Green, Mr. Epstein was a legal consultant to the U.S. Department of Health, Education and Welfare. He currently serves on the Boards of Directors and Boards of Advisors of numerous health care and venture capital companies and educational institutions, including Team Health and Discovery Holdings Ltd., a publicly held company in Johannesburg, South Africa. Mr. Epstein, a graduate of the Columbia Law School, currently serves as chairman of the Columbia Law School Board of Visitors.

The Board concluded that Mr. Epstein should continue to serve as a director of the Company in part due to his knowledge of the healthcare industry through his experience as the founding member of a leading law firm specializing in health care law.

Betsy D. Holden, 57, has been a director since December 2012 and was appointed to the Board after being identified as a candidate by our CEO and being recommended by the full Nominating and Corporate Governance Committee. Our CEO worked with the search firm Korn Ferry to help identify qualified Director candidates. Ms. Holden is a senior advisor to McKinsey & Company, the global management consulting firm, a position she has held since April 2007. Ms. Holden served as President, Global Marketing and Category Development of Kraft Foods Inc., a food business unit of Altria Group, Inc., from January 2004 through June 2005, Co-Chief Executive Officer of Kraft Foods Inc. from March 2001 until December 2003, and President and Chief Executive Officer of Kraft Foods North America from May 2000 until December 2003. Ms. Holden began her career at General Foods in 1982. She currently serves as a director of the Western Union Company (NYSE: WU) and Diageo plc (NYSE: DEO) and is on the Dean's Advisory Board of Northwestern University's Kellogg School of Management and the Board of Visitors for Duke University's Trinity College. Ms. Holden earned a Bachelor's degree in education from Duke University and master's degrees in education and business administration from Northwestern University.

Ms. Holden brings to the Board experience as a chief executive officer of a large U.S.-based multinational company and provides the Board with insights into consumer marketing and brand management from her years of experience with Kraft Foods. She is familiar with the challenges of operating in a highly regulated industry. Her current role as Senior Advisor to McKinsey & Company is focused on strategy, marketing, innovation, and board effectiveness initiatives across a variety of industries.

Karen L. Katen, 64, has been a director since December 2012 and was appointed to the Board after being identified as a candidate by our CEO and being recommended by the full Nominating and Corporate Governance Committee. Our CEO worked with the search firm Korn Ferry to help identify qualified Director candidates. Ms. Katen is a senior advisor to Essex Woodlands, a healthcare growth equity and venture capital firm. She joined Essex Woodlands in October 2007. Ms. Katen retired in March 2007 as Vice Chairman of Pfizer Inc., a research-based, global pharmaceutical company. Ms. Katen joined Pfizer in 1974 and held a series of management positions with increasing responsibility, including serving as President of Pfizer Global Pharmaceuticals and Executive Vice President of Pfizer from 2001 to 2005 and President of Pfizer Human Health, the company's principal operating group, from 2005 to 2007. She has also served as Chairman of the Pfizer Foundation, a charitable foundation affiliated with Pfizer. She currently serves as a director of Harris Corporation (NYSE: HRS), The Home Depot, Inc. (NYSE: HD) and Air Liquide, a publicly held company based in Paris, France. Ms. Katen has served with several healthcare-related organizations, including as a member of the Global Advisory Board of Takeda Pharmaceutical Company Limited, Treasurer of PhRMA, an industry association

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representing research-based pharmaceutical companies in the U.S., a board member of the National Alliance for Hispanic Health, a member of the Healthcare Leadership Council, and a member of the RAND Corporation's Health Board of Advisors. She is also on the Board of Trustees of the Economic Club of New York and the University of Chicago and is a council member of the Booth Graduate School of Business at the University of Chicago. Ms. Katen earned an M.B.A. from the University of Chicago.

The Board concluded that Ms. Katen's prior service as a senior executive officer of Pfizer Inc., including as Vice Chairman, as President of Pfizer's principal operating group and as an executive in other operations, provides her with knowledge of complex strategic, operational, management, regulatory, research and development, financial and governance issues faced by a large public company. In addition, Ms. Katen brings to our Board a wide range of experience as a board member of some of the largest U.S.-based companies.

Harry M. Kraemer, 57, has been a director since July 2012 and was appointed to the Board by the Company pursuant to the merger agreement with Catalyst. Mr. Kraemer has been an executive partner of Madison Dearborn Partners, LLC, a private equity investment firm based in Chicago, since January 2005. Mr. Kraemer is also a clinical professor of management and strategy at Northwestern University's Kellogg School of Management. Prior to joining Madison Dearborn Partners in 2005, Mr. Kraemer was the Chairman and CEO of Baxter International Inc. (NYSE: BAX), a global healthcare company. He joined Baxter in 1982 and became the chief executive officer in January 1999, assuming the additional responsibility of chairman of Baxter's board of directors in January 2000. Before joining Baxter, Mr. Kraemer worked for Bank of America in corporate banking and for Northwest Industries in planning and business development. Mr. Kraemer is active in business, education and civic affairs. Mr. Kraemer currently serves on the board of directors of Science Applications International Corporation, Sirona Dental Systems Inc. and VWR International; on the board of trustees of Northwestern University and Lawrence University; on the Dean's Advisory Boards of the Kellogg School of Management and the Johns Hopkins Bloomberg School of Public Health; and on the Conference Board of the Board of Trustees of the John Hopkins Bloomberg School of Public Health. Mr. Kramer received an M.B.A. from Northwestern University's Kellogg School of Management.

The Board concluded that Mr. Kraemer should continue to serve as a director of the Company due to his knowledge of the healthcare industry through his experience as the CEO of Baxter International Inc., as well as his investment and health expertise background in commercial and international business.

Anthony Masso, 71, has been a director since September 2007. He has 35 years of experience in the healthcare industry. Mr. Masso retired as the President and CEO of Consortium Health Plans, Inc. (“Consortium”), a national coalition of 19 Blue Cross Blue Shield plans that is focused on building market share. He currently serves as Executive Advisor to Water Street Healthcare Partners. Prior to Consortium, Mr. Masso was President of StrongCastle LLC, a private consulting company that specializes in the implementation of strategic business plans for corporate clients from 2000 to 2003. Mr. Masso was also previously President of Litho Group, Inc., and Executive Vice President of Integrated Health Services, Inc from 1994 to 2000. Mr. Masso spent four years as Senior Vice President of the Health Insurance Association of America, where he planned and implemented a transformation of indemnity insurers into managed care networks. As Senior Vice President of Aetna Health Plans, Mr. Masso was responsible for the East Coast operations for all HMO and POS health plans.

The Board concluded that Mr. Masso should continue to serve as a director of the Company in part due to his knowledge of the healthcare industry through his experience as the CEO of a national coalition of Blue Cross Blue Shield Plans as well as his prior work experience in the consulting industry.

Executive Officers

As of March 25, 2013, our executive officers, and their ages and positions are:

Name	Age	Office and Position Held
Mark Thierer	53	Chairman and Chief Executive Officer
Jeffrey Park	41	Executive Vice President and Chief Financial Officer
John Romza	57	Executive Vice President of Research and Innovation
Joel Saban	45	Executive Vice President, Pharmacy Operations
Clifford Berman	53	Senior Vice President, General Counsel and Corporate Secretary

Mark Thierer, 53, has served as our Chairman and CEO since March 9, 2011 and President and Chief Executive Officer since June 30, 2008. Information about Mr. Thierer's tenure with us and his business experience is presented above under “Matters to be Acted Upon at the Meeting - Election of Directors.”

Jeffrey Park,41, has served as our CFO since March, 2006.Prior to his appointment, Mr. Park was a member of our Board of Directors and was Senior Vice President of Covington Capital Corporation, a private equity venture capital firm. Mr. Park, a Chartered Accountant, joined Covington in 1998. Prior to Covington, Mr. Park worked for IBM in several areas of their Global Services Organization.

John Romza, 57, has served as our Executive Vice President of Research and Innovation since January 2012 and Chief Technology Officer and Executive Vice President of Research and Development since June 2007. Mr. Romza is responsible for the software development, technical infrastructure, and operating activities of our processing centers. Mr. Romza has over 25 years of overall software development

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experience and 20 years of experience in developing software products for the pharmacy industry. Mr. Romza joined us as a result of our acquisition of ComCoTec in 2001, where he was Vice President, Research and Development.

Joel Saban, 45,joined the Company in June 2010 as our Executive Vice President, Pharmacy Operations. Mr. Saban is responsible for the Company's retail, mail and specialty operations. Prior to joining the Company in 2010, Mr. Saban was the Senior Vice President of Industry Relations at CVS/Caremark Corporation for 13 years. Prior to CVS/Caremark, Mr. Saban served as Director of Medical and Scientific Affairs for the Alzheimer’s Association.

Clifford Berman, 53, has served as our Senior Vice President, General Counsel and Corporate Secretary since March 2008. Prior to joining the Company, he served as Division Counsel, Legal Regulatory and Compliance for Abbott Laboratories. Mr. Berman joined Abbott Laboratories in 2002. Prior to Abbott Laboratories, Mr. Berman worked for four years at Allscripts, where he served as Senior Vice President, General Counsel, and Chief Privacy Officer. Earlier in Mr. Berman's career he also held a number of positions over an eight-year period with Caremark, Inc., including Vice President, Legal Services.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

In this Compensation Discussion and Analysis ("CD&A"), we address the compensation objectives, policies and practices relating to the 2012 compensation paid or awarded to our Named Executive Officers (“NEOs”). Our NEOs for 2012 were Messrs. Thierer, Park, Romza, Saban and Berman. Additionally, Mr. Richard Bates, our former Executive Vice President of Market Segments, would have qualified as one of our NEOs during 2012; however he ceased serving as an executive officer during 2012 and his employment with the Company was terminated effective January 11, 2013. Accordingly, compensation paid or awarded to Mr. Bates in 2012 is also analyzed in this CD&A.

Executive Summary

The Compensation Committee considers many factors when setting policies and practices for determining compensation to be paid or awarded to the Company's employees, including its executive officers. These factors are described in further detail later in this CD&A, but a fundamental element is linking pay to the performance of the Company and individuals. The Compensation Committee believes that this pay-for-performance culture further aligns objectives among the Company, its employees, and its shareholders.

The Company completed 2012 with its most successful year to date in terms of revenue, net income, and share price. On July 2, 2012, the Company completed the merger with Catalyst, a full-service PBM serving lives in the United States and Puerto Rico. In July 2012, following the completion of the merger with Catalyst, SXC Health Solutions Corp. unveiled a new name and brand for the combined company, Catamaran Corporation. In conjunction with the name change, the Company's common shares began trading under the ticker "CTRX" on the NASDAQ and as "CCT" on the Toronto Stock Exchange.

Highlights of 2012 that were considered in the Compensation Committee's compensation decisions included the following, each of which reflects the impact of the Catalyst merger:

• Revenues increased 99.8% to $9.9 billion from $5.0 billion in 2011;

• Net income attributable to the Company increased 27.1% to $116.7 million from $91.8 million in 2011;

• Diluted earnings per share decreased 4.1% to $0.70 from $0.73 in 2011, primarily as a result of more shares being issued during a public offering in 2012 and in conjunction with the Catalyst merger;

• Total shareholder return was 66.8% over 2011;

• Most of the key performance targets, set by the Compensation Committee, were met throughout the year, including the successful integration of the HealthTran acquisition and achievement of synergy objectives, successful completion of the transformational Catalyst acquisition and achievement of key integration milestones, customer retention and satisfaction, leadership, ability to attract, retain, and build high performance teams, and operational improvements; and

• As illustrated in the following chart, the Company experienced an overall increase in net income attributable to the Company and share price of 80.2% and 119.8%, respectively, over the past three years.

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Net Income and Share Value Increases

Based on the Compensation Committee's assessment of the Company's results and accomplishments in 2011 and 2012, including the achievement of many record levels for the Company as described previously, as well as considerations of the performance of the Company's peers, the overall economic environment, and competitive compensation trends in the marketplace, the Committee made the following compensation decisions with respect to our NEOs:

• The 2012 annual bonuses were earned above target levels for the five NEOs with an average bonus payout equal to 131% of target;

• Long-term incentive awards were granted in 2012 in a similar fashion to the 2011 grants, with a mixture of time-based restricted stock units (“RSUs”), performance-based RSUs (earned based on specific performance targets) and stock option awards, to further align the interests of our NEOs and our shareholders; and

• In 2012, after considering the market data and his individual performance, the Compensation Committee granted Mr.Thierer additional time-based RSUs that cliff vest after three and four year periods.

Compensation Philosophy and Objectives

The overall compensation program for salaried employees, including the NEOs, is designed and is administered to promote superior job performance and the achievement of business objectives. There are three main objectives of our executive compensation program: first, to maximize shareholder value over the long-term; second, to attract and retain highly qualified executives to ensure that the long-term financial objectives of the Company are met; and third, to provide incentives and reward each executive for his or her contributions to the Company. In particular, the goals of our executive compensation program are to reward past and current performance, to provide incentives for future performance, and to align the executives' long-term interests with those of investors. The Compensation Committee believes that these objectives can best be accomplished by an executive compensation program that reflects the following four principles:

• Base salaries should be sufficient to attract and retain qualified management talent, without exceeding competitive practices at similar companies that are comparably-sized in the healthcare services and healthcare information technology markets;

• Bonus and incentive programs should provide opportunity for significant increases in compensation, based on meeting or exceeding pre-determined Company and individual performance targets;

• A substantial portion of total long-term compensation should reflect performance on behalf of the Company's shareholders, as measured by increases in the value of the Company's shares; and

• Compensation should be weighted to reflect the performance of the Company compared to its stated goals and relative to selected competitors, taking into consideration metrics such as, revenue, new sales, operating earnings and earnings per share (“EPS”) growth.

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The following table describes each executive compensation element for 2012 and each element’s relationship to the executive compensation philosophy outlined above.     

Compensation Element	Principles	Relationship to Compensation Philosophy
		Accountability and Rewarding Results	Alignment with Shareholder Interests	Attract and Retain
Base Salary	Establish a pay foundation at competitive levels to attract and retain talented executives.			X
Annual Incentive Awards	Designed to reward annual performance against pre-established targets. In 2012, these financial targets included revenue (including new sales), earnings per share, and earnings before interest, taxes, depreciation and amortization (“EBITDA”), which the Compensation Committee determined to be measures of the Company's performance that are meaningful to our shareholders.	X	X	X
Long-Term Incentive Awards	Long-term incentive awards are designed to further align the interests of our executives with those of our shareholders by focusing the executives on long-term objectives over a multi-year vesting period. Since 2009, the vesting of a portion of the long-term incentive awards have been tied to performance objectives designed to build a foundation for the long-term strength and performance of the Company.	X	X	X
Other Compensation and Benefits	Executives are eligible to participate in health, welfare and retirement benefit plans generally available to other Catamaran employees. A non-qualified deferred compensation plan is also available to executives for tax advantaged savings, along with competitive perquisites. Each of our NEOs is subject to an employment agreement that provides for severance benefits following a qualifying termination of employment.			X

Stock Ownership Guidelines

An integral component of our executive compensation philosophy is the desire to facilitate and encourage long-term stock ownership and our stock ownership guidelines reinforce this element of our philosophy by requiring senior management to accumulate and retain significant stock ownership holdings over time. The Board of Directors has adopted certain stock ownership guidelines to strengthen the alignment of interests between the Company's management and shareholders and further promote the Company's commitment to sound corporate governance. These guidelines apply to the Company's NEOs and non-employee directors and are determined as a multiple of the executive's annual base salary or the director's annual cash retainer, respectively. In March 2013, the Board amended the guidelines (i) to apply to the Company's officers at the Senior Vice President level and above (including the Company's NEOs) and (ii) to increase the guideline multiple applicable to non-employee directors from four to five times the director's annual cash retainer. Such executives and directors are expected to own common shares valued in at least the following dollar amounts:

Title	Guideline
Chief Executive Officer	5 times annual base salary
Chief Financial Officer	4 times annual base salary
Other Officers at the SVP Level and Above	3 times annual base salary
Non-Employee Directors	5 times annual cash retainers

While these represent minimum ownership guidelines, executives and directors are encouraged to own common shares beyond these levels. The NEOs and non-employee directors will be required to achieve the applicable ownership guidelines within five years of hire or promotion to a position covered by the guidelines or appointment to the Board, as applicable, and are expected to make continuous progress toward their respective ownership guidelines during such five-year period. Senior Vice Presidents of the Company who are not NEOs will be required to achieve their respective ownership guideline by the later of March 6, 2018 and the fifth anniversary of commencement of employment as a Senior Vice President of the Company. Until such guidelines are achieved, executives and directors will be required to retain an amount equal to 50% of the net profit shares received from any equity awards. This retention ratio applies to net profit shares received upon: (i) the vesting of restricted stock awards, time-based RSU awards, performance-based RSU awards, and similar instruments expressed in stock units and payable in common shares or (ii) the exercise of stock options, stock appreciation rights (“SARs”) or similar instruments payable in common shares. “Net profit shares” are those shares that remain after deducting the exercise price, if applicable, in the event of the exercise of options, and withholding taxes. Up to two-thirds (2/3) of unvested RSU awards may be counted for purposes of satisfying the executive's or director's applicable Company common share ownership thresholds.

“Clawback” Policy

Under our clawback policy, the Company may recover incentive compensation paid to an executive officer in cases of a material financial statement restatement where such executive officer's fraud or misconduct contributed to the need for the restatement and the incentive compensation was calculated based upon any financial result or performance metric impacted by such restatement.

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Prohibition on Hedging and Pledging of the Company's Securities

We have an insider trading policy that sets forth guidelines and restrictions applicable to transactions involving our stock by directors, officers or employees of the Company. Among other things, this policy prohibits directors, officers and employees of the Company from entering into hedging arrangements with respect to our equity securities that are designed to offset or reduce the risk of price fluctuations in the underlying security (such as covered calls, collars or other transactions that sever the ultimate alignment with our stockholders' interests). In addition, this policy prohibits our employees and non-employee directors from pledging the Company's securities or holding Company securities in a margin account, subject to certain limited circumstances in which an exception from this prohibition may be appropriate upon the prior approval of the Company's chief financial officer.

Our Compensation Committee

The Compensation Committee currently consists of Messrs. Bensen and Masso and Ms. Katen, with Mr. Bensen serving as the Chair. Each of the Compensation Committee directors has significant experience in compensation matters as a result of their service as executive officers or advisors to various companies. The Compensation Committee's agenda and meeting calendar are determined by the Compensation Committee, with input as appropriate, from Mr. Thierer, the Chairman and CEO of the Company. At the request of the Compensation Committee, Mr. Thierer, attended meetings of the Compensation Committee during 2012. At such meetings, Mr. Thierer made recommendations from time to time to the Compensation Committee regarding base salary levels, incentive compensation awards, and equity awards for the Company's executive officers other than himself. Mr. Thierer did not attend portions of the meetings relating to his compensation. In addition, the Compensation Committee invited the Company's independent compensation consultant to attend certain meetings of the Compensation Committee to discuss the design, implementation, and administration of long-term incentive, equity incentive, and deferred compensation plans. The Compensation Committee also meets regularly in executive sessions without the presence of any executive officers.

Compensation Consultant

The Compensation Committee engaged an external consultant, The Delves Group (through August 2012) to assist the Committee with compensation matters, including reviewing the Company's peer group and peer group benchmarking information, as well as performing an independent analysis of our executive compensation and director policies and practices. The Delves Group did not provide any other services to the Company and, accordingly, its work on behalf of the Compensation Committee did not present any conflict of interest. Effective September 2012, the Compensation Committee hired Pay Governance LLC to assist with the 2013 executive and non-employee director compensation programs.

The Delves Group advised the Compensation Committee with respect to the compensation arrangements for our executive officers and directors, and provided advice with respect to our compensation practices in relation to the Company's comparative peer group. The analysis of our executive compensation policies and practices provided by The Delves Group considered financial metrics for our peers, including market capitalization, revenue, various measures of profitability, and growth in the Company's share price. In order to prepare its analysis for the Compensation Committee, The Delves Group met from time to time with senior management.

In setting executive officer compensation levels, the Compensation Committee considered the comparative compensation analyses provided by The Delves Group, which included a market survey, as well as a peer group analysis, and then applied the collective experience and judgment of the Compensation Committee to such data (and the relative significance of the various comparative peer group components) to make compensation determinations. The Delves Group used the 2011 General Industry Survey, which included compensation information from over 90 companies with annual revenues between $3 billion and $6 billion. The peer group used in assessing 2012 compensation was generated by The Delves Group, reviewed by management of the Company and approved by the Compensation Committee. The comparative information from the peer group was obtained by The Delves Group from publicly filed reports of each company in the comparative peer group, as well as from the compensation survey noted above. At the request of the Compensation Committee, a representative of The Delves Group attended meetings of the Compensation Committee, apprised the Committee as requested on the progress of the compensation survey, and also provided competitive benchmarking regarding executive officer and director compensation levels, as well as long-term incentive plan design.

Role of Executives in Determining Compensation

The CEO annually determines performance objectives and reviews the performance of all NEOs. The performance objectives are based upon individual performance and overall Company financial performance and are approved by the Compensation Committee. The CEO prepares a self-assessment of himself and an assessment of all other NEOs and provides a recommendation regarding base pay increases, incentive compensation awards, and equity awards for each of the executive officers other than himself. Competitive market data is one factor used in determining recommendations for the other NEOs. In making recommendations, the CEO considers, among other factors, the Company's ability to replace the individual in the event of the executive's departure, size of the organization under the executive's control (including the number of employees, revenue and profitability under the executive's control), performance, and the amount received by others in relatively similar positions, and title, at our peer group companies. The competitive market data is used as a guide for compensation decisions and, the CEO and the Compensation Committee do not target compensation at any particular point against the peer group.

The recommendations submitted by the CEO are reviewed by the Compensation Committee. The Compensation Committee evaluates performance against the performance objectives and solicits feedback from the Board as it relates to the individual performance measures. The determination of compensation actions for all NEOs involves thorough processes that include Compensation Committee review and approval of compensation program design and practices, and discussions between the CEO and the Compensation Committee with respect to each NEO's

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performance. The recommendations submitted by the CEO are reviewed by the Compensation Committee and discussed with the CEO to determine the final recommendations. The Compensation Committee determines the compensation program for all NEOs and approves the total compensation package for each of the NEOs.

Peer Group Information

The CEO and the Compensation Committee use peer group data as a guide to ensure that our executive compensation program is competitive with the market place and to help us attract, retain and motivate our executives to increase the Company's long-term shareholder value. Peer group companies were selected based on a number of factors, including industry, revenues, number of employees, market capitalization, and product and services offerings. The Compensation Committee and the Company's management consider the list of peers prepared by The Delves Group and assess the information provided to determine if any modifications or amendments are needed to the peer group companies for compensation and performance comparison purposes.

The Compensation Committee considered various factors for setting 2012 target compensation levels, including market data for the 17 companies listed below.

Peer Group for Fiscal Year 2012
Amerigroup Corporation	Magellan Health Services
BMC Software, Inc.	NCR Corporation
Catalyst Health Solutions, Inc.*	Omnicare, Inc.
Centene Corporation	Pharmerica Corp.
Cognizant Technology Solutions Corp.	Tenet Healthcare Corporation
CA, Inc.	Unisys Corporation
Cerner Corporation	Universal Health Services, Inc.
Healthsouth Corp.	Vanguard Health Systems, Inc.
Health Management Associates, Inc.

* Note that Catalyst Health Solutions, Inc. was included in the peer group as the analysis was performed prior to the Company's merger with Catalyst in July 2012.

The peer group was updated for 2012 compensation decisions based on recommendations made by The Delves Group as the Company outgrew the peer group used in the 2011 market analysis. The 2011 peer group was modified for 2012 to include companies in the healthcare services and technology industries with a median revenue level of $4.5 billion, such as: Tenet Healthcare Corporation, Amerigroup Corporation, Universal Health Services, Inc., Health Management Associates, Inc., Vanguard Health Systems, Inc., NCR Corporation, Cognizant Technology Solutions Corp., CA, Inc., Unisys Corporation, BMC Software, Inc., and Cerner Corporation. In addition, Allscripts Healthcare Solutions, Inc., Lincare Holdings, Inc., Psychiatric Solutions, Inc., Emdeon and BioScrip, Inc were removed as these companies were viewed to be smaller or less complex than Catamaran.

The peer group considered companies in the healthcare services and technology industries that were of similar size measured by revenue, market capitalization and business complexity. The Company considers the above companies for purposes of compensation levels for its executives. Additionally, the Company uses PBM industry participants, such as Express Scripts, Inc., when determining financial metrics, such as revenue, EPS and EBITDA, on which to base its compensation targets. While these companies may not be utilized in the peer group to set compensation levels, they are used in establishing metrics utilized to measure the Company's and executives' performance.

Elements of Compensation and Rationale for Pay Mix

A variety of compensation elements are used to achieve the Company's goals, including base salary, annual incentive compensation awards and equity awards, all of which are discussed below. In determining the amount and types of compensation awarded to the executives, the Compensation Committee relies on its yearly assessment of the Company's performance, the business judgment of the CEO, and the CEO's assessment regarding the individual performance of the other NEOs including each NEO's impact on the Company's overall financial performance. Factors influencing the Compensation Committee's assessment include:

• Our analyses of competitive compensation practices;

• The Compensation Committee's subjective evaluation of the CEO's performance and, based on input from the CEO, the performance of the CFO and other NEOs;

• The Company's actual financial performance compared to internal plans and the role the individual executive played in contributing to such results, such as sales growth, gross margin and operating expenses;

• Operational management, such as project milestones and process improvements;

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• The NEO's effectiveness in implementing and delivering the Company's operational and strategic goals established for the NEO at or around the beginning of the fiscal year;

• The level of the NEO's responsibilities within the Company, along with the NEO's individual expertise, skills and knowledge;

• Leadership, including developing and motivating employees, collaborating within the Company, attracting and retaining employees and personal development; and

• Labor market conditions, the need to retain and motivate, the potential to assume increased responsibilities and the long-term value to Catamaran.

We do not have a pre-defined framework that determines which of these factors may be more or less important, and the emphasis placed on specific factors may vary among the executive officers. Ultimately, it is the Compensation Committee's judgment of these factors along with competitive market data from the peer group and the survey used that form the basis for approving the total compensation package for each NEO. In determining total compensation packages for the Company's executives, the Compensation Committee considers each executive's current salary and previous year's bonus and the need to establish a balance between incentives for long-term and short-term performance.

Base Salaries

Our philosophy is that base salaries should meet the objectives of attracting and retaining the executives needed to lead the business. The Compensation Committee annually reviews the base salaries of the NEOs, including the CEO, and considers increases based on Company profitability, competitive salaries of the Company's peer group, position, responsibility and individual qualifications and performance. A component of this review is a comparison of current salaries, against compensation data of those reported for comparable positions in the Company's peer group and the market survey used. The Compensation Committee also factors in internal salary levels within the Company, both with respect to other executive officers and senior employees. Base salaries may be adjusted at the Compensation Committee's discretion when competitive data indicates a significant market lag, in recognition of outstanding individual performance or an increase in the executive's functional responsibilities.

Based on the competitive analysis provided by The Delves Group, Catamaran's base salary levels for the CEO and CFO were below the market median of market data in 2011. As such, based on the advice of the compensation consultant, competitive data, responsibilities and individual performance, effective March 6, 2012, the Compensation Committee approved the following base salary increases for 2012: Mark Thierer 20.7% to $875,000, Jeffrey Park 16.7% to $525,000, John Romza 3.7% to $311,000, Joel Saban 5.7% to $370,000 and Clifford Berman 5.8% to $275,000. Mr. Bates' base salary was kept at the same level he had at Catalyst when he joined the Company as a result of the merger. Please see “Compensation Paid to Our NEOs in 2012” for a discussion of the annual salary paid to each of our NEOs.

In early 2013, the Compensation Committee approved the following base salary increases: Mark Thierer to $1,000,000, Jeffrey Park to $635,000, John Romza to $320,000, Joel Saban to $450,000 and Clifford Berman to $310,000.

Annual Bonus

Executives and certain other key personnel are eligible for cash bonuses after the end of each fiscal year. The Board of Directors, upon the recommendation of the Compensation Committee, determines the bonuses for the CEO and CFO and the Compensation Committee, upon the recommendation of the CEO, determines the bonuses for each of the other NEOs. The NEOs' annual bonuses are based on the achievement of specific financial goals and individual objectives (including operational, strategic and leadership goals important to the Company's continued success). The CEO's and CFO's bonuses are based on the Company's overall performance and financial results, including the Company's achievement of goals pertaining to revenue and earnings per share growth, as well as certain individual goals. These factors are weighted and then the Company's CEO's, and the CFO's fulfillment of these goals are evaluated. The bonuses for the other NEOs are also based on the Company's overall performance and financial results, as measured by revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”), as well as certain individual goals. In making its final determinations, the Compensation Committee determines how each NEO contributed to the Company's achievement of its goals as well as each NEO's fulfillment of his individual goals.

The CEO's and CFO's bonus opportunities are based on the achievement of (i) the Company's financial performance factors, which represents 80% of the bonus opportunity, and (ii) individual performance factors, which represents 20% of the bonus opportunity. The target bonus opportunity as a percentage of base salary was increased in 2012 to 125% from 100% in 2011 for the CEO of the Company and to 90% in 2012 from 80% in 2011 for the CFO, after considering their business impact and market pay data. The maximum bonus opportunities are pursuant to the CEO's and CFO's employment agreements. The threshold opportunities were set at 50% of the CEO's and CFO's target bonus.

			CEO Bonus Opportunity						CFO Bonus Opportunity
Measure	Weight		Threshold		Target		Max		Threshold		Target		Max
Earnings per share	45	%	$	246,150	$	492,300	$	787,500	$	106,425	$	212,850	$	354,375
Revenue (1)	35	%	191,450		382,900		612,500		82,775		165,550		275,625
Subjective goals	20	%	109,400		218,800		350,000		47,300		94,600		157,500
Total	100	%	$	547,000	$	1,094,000	$	1,750,000	$	236,500	$	473,000	$	787,500

(1) Included in the overall revenue goals is a component of new sales recorded and recognized during the year.

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Prior to the Catalyst acquisition, the EPS performance objective set for 2012 was $1.01 and the total revenue performance objective was $7.0 billion. Following the acquisition, the EPS target performance objective set for 2012 was $0.70 and the target total revenue performance objective was $10.3 billion. Actual EPS (fully-diluted) of the Company was $0.70 per share and total revenue was $9.9 billion during 2012. The revenue performance objectives include the consideration of both new sales, measured as new clients signed in 2012, as well as total revenue recognized in the year. In determining the 2012 bonus awards the Compensation Committee also considered key strategic and operational accomplishments, including the successful and transformational acquisition of Catalyst and achievement of key integration milestones, successful integration of the HealthTran acquisition and achievement of synergy objectives, customer retention and satisfaction, leadership and operational improvements. Based on the Company's performance during 2012, the CEO and the CFO received payouts under the annual bonus plan equal to $1,650,000 and $788,000, respectively, representing payouts at 151% and 167%, respectively, of the target payout opportunity.

The other NEOs' cash incentive compensation is based upon: (i) achievement of individual objectives (20% weighting); and (ii) the Company's achievement of financial targets (80% weighting). The achievement of the Company's financial targets was based on revenue (35%) and EBITDA (45%) and various strategic, operational and individual factors, including those listed above, which were considered by the Compensation Committee in determining the bonus awards for the NEOs. The target EBITDA performance objective was $379.8 million and actual EBITDA in 2012 was $362.7 million. The target total revenue performance objective was $10.3 billion and actual total revenue was $9.9 billion during 2012.

In determining the 2012 bonus payouts, the Compensation Committee exercised discretion to pay the bonus to the NEOs at a higher amount than what would have been paid based on the achievement of performance goals due to the key strategic and operational accomplishments in 2012, which included the successful and transformational merger with Catalyst and achievement of key integration milestones, successful integration of the HealthTran acquisition and achievement of synergy objectives.

EBITDA is a non-GAAP measure that management believes is a useful supplemental measure of operating performance prior to interest expense, other expenses, net, income taxes, depreciation and amortization. Management believes it is useful to exclude these expenses as they are essentially fixed amounts that cannot be influenced by management in the short term.

In connection with the Catalyst merger, Mr. Bates received a $2,000,000 bonus as part of his negotiations to remain with the Company following the merger.

In addition, Mr. Saban received a synergy bonus of $100,000 for helping to achieve specified cost savings goals related to the HealthTran integration. Specifically, cost savings of $35 million were achieved exceeding the high end of the performance goals of $25 million.

The amounts paid to the NEOs under our annual bonus plan for 2012 are outlined in “Compensation Paid to our NEOs in 2012” and included in the "2012 Summary Compensation Table."

Long-Term Incentive Compensation

The Long Term Incentive Plan ("LTIP") allows the Compensation Committee to award various forms of long-term incentive grants, including stock options, stock appreciation rights, restricted stock awards, RSUs, performance awards and other stock-based awards. The Compensation Committee has sole discretion in selecting participants for long-term incentive grants.

The Compensation Committee engaged an external consultant, The Delves Group, to assist with structuring the 2012 LTIP grants for the Company. This review included analyzing the survey and peer data discussed above under “Compensation Consultant” and “Peer Group Information,” as well as considering the appropriate mix of the three award types used by the Company - stock options, time-based RSUs, and performance-based RSUs. The range and mix of long-term incentive compensation considered the total compensation of the NEOs and the Compensation Committee's desire to design compensation to promote our goal of pay for-performance. The stock options and time-based RSUs vest in annual installments of one-fourth per year, beginning one year after grant. The performance-based RSUs can be earned based on cumulative performance results for three years. In 2012, a special grant consisting of time-based RSUs that cliff vest after three and four year periods, was awarded to Mr.Thierer in recognition for his outstanding performance and shareholder value creation over the past several years and to encourage retention. In addition, the Compensation Committee also awarded bonus and stock awards to Mr. Bates, who joined our Company as a result of the Catalyst merger in order to encourage retention, motivate, establish his share ownership and solidify his commitment to the Company and the interest of our shareholders.

Performance-based awards are generally based upon the annual performance review process, which occurs in January through March of each year, concurrently with the compilation of the corporate performance data. Each individual has a performance plan comprised of both individual and financial objectives, which are weighted during the review process. The assessments prepared by the CEO are used to determine any incentive compensation equity awards and to support any recommendations for long-term incentive grants. The Compensation Committee reviews the assessments and long-term incentive grants are awarded on a discretionary basis.

In March 2012, the Compensation Committee granted the NEOs' long-term incentive awards under the LTIP. The awards consisted of performance-based RSUs, time-based RSUs and stock option awards. Each NEO received time-based RSUs and stock options that vest in one-fourth increments on each grant date anniversary. In 2012, Mr. Thierer also received time-based RSUs that cliff vest after three and four year periods. The performance-based RSUs vest if the Company meets a performance threshold with respect to cumulative EPS for the three fiscal years ended December 31, 2012, 2013, and 2014. At the time of grant, the cumulative EPS performance threshold was designed to reflect significant growth while being reasonably achievable with strong management performance. The Compensation Committee's objectives for the

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2012 long-term incentive awards were to: (i) align the interests of our executives with the interests of our shareholders by focusing on objectives that result in share price appreciation through stock options and performance-based RSUs and (ii) provide an ownership stake and retention incentive through RSUs. In determining the NEOs' 2012 equity grants under the LTIP, the Compensation Committee considered the following when assessing the award grants: 1) the total compensation of each of the NEOs, including the mix of all the elements of each NEO's compensation 2) the valuation of equity currently held by the NEOs; 3) the valuation of the previous years' equity grants; 4) the analysis of competitive market survey data discussed above under "Compensation Consultant,” and the peer group compensation data as discussed above under “Peer Group Information”; and 5) the review of current trends in the quantity and mix of equity awards included in long-term incentive programs provided by peer group companies.

As noted above, the performance criteria used to earn the performance-based RSUs was a three year cumulative EPS target, in which the NEOs would earn a target payout for achieving a 20% three year compounded annual growth rate of EPS over the 2011 EPS levels of $0.74. Should the three year compounded annual growth rate be 15%, the NEOs would earn 50% of the target grant of the performance-based RSUs, and should the three year growth rate meet or exceed 30%, the NEOs would earn 200% of the target grant of the performance-based RSUs.

In the event of a change of control, the 2012 stock options and time-based RSUs vest in full and the performance-based RSUs vest at target performance levels. The Compensation Committee determined that accelerated vesting of the 2012 long-term incentive awards was a necessary component of such awards, which applies to all recipients of the 2012 grants, in order to provide an increased incentive to key employees of the Company to make significant and extraordinary contributions to the long-term performance and growth of the Company. See “Potential Payments Upon Termination or Change of Control” for a description of the other termination provisions relating to the 2012 long-term incentive awards.

In March 2013, 86,240, 35,200, 12,320, 39,200 and 5,280 performance-based RSUs for Messrs. Thierer, Park, Romza, Saban and Berman, respectively, that were granted in 2010 vested based on the Company's cumulative EPS performance over the three year period ended December 31, 2012, representing vesting at the maximum level. The performance targets as outlined in the respective 2010 performance-based RSU agreements were a cumulative EPS of $1.88 to achieve target vesting (100%), and $2.05 to achieve maximum vesting (200%). Actual EPS for the cumulative performance period was $1.97, which would result in vesting at 153%. In accordance with the adjustment provisions included in the LTIP, the Compensation Committee approved vesting of the 2010 performance-based RSUs at the maximum vesting level after considering the impact of the additional costs incurred for recent acquisitions and the dilution effect the recent public share offerings and share issuance from the Catalyst acquisition had on EPS, as those events were deemed unusual and non-recurring.

Employment Agreements and Post-Termination Compensation

The Company enters into employment agreements with executives to attract, retain and motivate superior employees for key positions. The terms of the employment agreements are based upon our analysis of competitive compensation practices and our ability to attract these individuals.

The Company has employment agreements with each of the NEOs. The employment agreements provide for a certain level of severance payments under various scenarios, including termination by the Company without cause, resignation by the NEO for good reason, and termination in connection with a change of control. In return, each executive agrees to certain provisions, including non-competition and non-solicitation of customers or employees for a specified period of time post-employment. The Company provides severance benefits under the employment agreement because many of the companies with which we compete for executive talent provide similar benefits and these benefits are therefore necessary for retention and recruitment purposes. The Company believes that these employment agreements serve to document a clear understanding between the Company and the NEO regarding the terms and conditions of the executive's employment with the Company, as well as the rights and obligations of each party if the employment relationship ends for any reason.

The employment agreements generally provide additional protection to the NEOs in the event of a change of control, including vesting of equity awards and additional severance benefits. In the case of Messrs. Romza, Saban, and Berman, the severance benefits following a change of control are payable only upon a so-called “double trigger.” This means that severance benefits are triggered within 12 months after the change of control only when the NEO is not offered or retained in his current or a comparable position with comparable compensation within that period. In the case of Messrs. Thierer and Park, the severance benefits following a change of control are payable if the NEO's employment is terminated for any reason by the Company or by the NEO within 12 months after a change of control. By providing such protection to the NEOs, the Compensation Committee believes it will enable these executives to focus on their duties without distraction in the face of a possible or an actual change of control, and will ensure that our senior executives are motivated to negotiate the best merger or acquisition consideration for the Company's shareholders. Please see the “Employment Agreements” and “Potential Payments upon Termination or Change of Control” sections in this Proxy Circular and Proxy statement for a description and the amounts of the severance benefits to be paid following each NEO's termination of employment.

Please see the narrative following the “2012 Summary Compensation Table” for a description of the material terms of each NEO's existing employment agreement.

Retirement Plans

The Company provides a 401(k) plan to its employees, including the NEOs. The Company's NEOs participate on the same terms as all other eligible Company employees. During 2012 the Company matched 100% of the first 1% of eligible earnings and 50% on the next 5% of eligible earnings. The Company does not maintain any defined benefit retirement plans.

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The Company also provides a nonqualified deferred compensation plan (the “Deferred Compensation Plan”) for the purpose of providing certain employees, including the NEOs, an opportunity to defer compensation on a pre-tax basis. Employees eligible to participate in the Deferred Compensation Plan are selected in the sole discretion of a committee appointed by the Board of Directors of the Company.

The Compensation Committee believes that the provision of the Deferred Compensation Plan is important as a retention and recruitment tool as many of the companies with which the Company competes for executive talent provide similar plans to their senior employees. Please see the “2012 Nonqualified Deferred Compensation” section of this Proxy Circular and Proxy Statement for further information regarding the Deferred Compensation Plan.

Perquisites

The Company provides NEOs with perquisites that the Company and the Compensation Committee believe are reasonable and consistent with the Company's overall compensation program to better enable the Company to attract, retain and motivate superior employees for key positions. The Compensation Committee periodically reviews the levels of perquisites provided to its NEOs.

For 2012, perquisites consisted of an automobile allowance ($11,000 in the case of Mr. Thierer and $6,000 in the case of the other NEOs) and supplemental life insurance policies.

Consideration of shareholder's vote

The Compensation Committee considers whether the Company's executive compensation and benefits program are aligned with the interests of the Company's shareholders. In that respect, as part of its on-going review of the Company's executive compensation program, the Compensation Committee considered the affirmative shareholder “say on pay” vote at the Company's prior annual meeting of shareholders and determined that the Company's executive compensation philosophy and objectives and compensation elements continued to be appropriate and did not make any changes to the Company's executive compensation program in response to such shareholder vote.

Deductibility of Executive Compensation

Under Internal Revenue Code Section 162(m), a company generally may not deduct compensation in excess of $1,000,000 paid to each of the chief executive officer and the other three most highly compensated officers, other than the chief executive officer or the chief financial officer. However, “performance-based compensation” is exempt from the deduction limit if certain requirements are met. While the Compensation Committee recognizes the desirability of preserving the deductibility of payments made to the NEOs, the Compensation Committee believes that it must maintain flexibility in its approach in order to structure a program that is the most effective in attracting, motivating and retaining the Company's key executives.

Compensation Paid to Our NEOs in 2012

The overall compensation package for each of the NEOs is designed to recognize that each NEO bears responsibility for increasing shareholder value. Moreover, the Compensation Committee believes that the Company's focus on equity-based awards further aligns the interests of the NEOs with the interests of shareholders.

Compensation of the Chairman and Chief Executive Officer

Base Salary. Mr. Thierer's base salary in 2012 was $875,000, an increase of 20.7% over his 2011 base salary.

Annual Bonus. Mr. Thierer's 2012 bonus was based substantially on the Company's achievement of financial performance objectives (80%) and individual performance (20%). Mr. Thierer's 2012 target bonus was equal to 125% of his base pay, or $1,093,750. Mr. Thierer was eligible to earn up to 200% of his base pay, based on achievement of specified performance objectives, as determined by the Compensation Committee. Mr. Thierer received $1,650,000 as payout under the 2012 annual bonus plan as a result of achieving individual and financial threshold performance objectives, representing 189% of his base pay. Individual performance objectives include achievement of certain strategic objectives and client retention.

Equity Awards. In 2012, Mr. Thierer was awarded 92,314 options, 37,826 time-based RSUs that vest in one - fourth increments and a target performance-based RSU award of 37,826 RSUs with a maximum award opportunity equal to 75,652 RSUs (dependent on Company results) pursuant to the Company's equity award program to properly reward his contributions, encourage retention, motivate, increase his share ownership and solidify his commitment to the Company and the interest of our shareholders. Mr. Thierer was also awarded 70,922 time-based RSUs that cliff vest after a three year period and 70,922 time-based RSUs that cliff vest after a four year period in recognition for his outstanding performance and shareholder value creation over the past several years and as a result of market data review. In addition, 86,240 performance-based RSUs vested at the end of 2012 for achievement of specific financial results of the Company for the cumulative three year period from 2010 to 2012 as previously discussed.

Compensation of the Chief Financial Officer

Base Salary. Mr. Park's base salary in 2012 was $525,000, an increase of 16.7% over his 2011 base salary.

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Annual Bonus. Mr. Park's 2012 bonus was based substantially on the Company's achievement of financial performance factors (80%) and individual performance (20%). Mr. Park's 2012 target bonus was equal to 90% of his base pay, or $472,500. Mr. Park was eligible to earn up to 150% of his base pay, based on achievement of specified performance objectives, as determined by the Compensation Committee. Mr. Park received $788,000 as a payout under the 2012 annual bonus plan as a result of achieving individual and financial threshold performance objectives, representing 150% of his base pay. Individual performance objectives include achievement of certain strategic objectives and client retention.

Equity Awards. In2012, Mr. Park was awarded 36,926 options, 15,130 time-based RSUs that vest in one-fourth increments, and a target performance-based RSU award of 15,130 RSUs with a maximum award opportunity equal to 30,260 performance-based RSUs (dependent on Company results) pursuant to the Company's equity award program to properly reward his contributions, encourage retention, motivate, increase his share ownership and solidify his commitment to the Company and the interest of our shareholders. In addition, 35,200 performance-based RSUs vested at the end of 2012 for achievement of specific financial results of the Company for the cumulative three year period from 2010 to 2012 as previously discussed.

Compensation of Mr. Romza

Base Salary. Mr. Romza's base salary in 2012 was $311,000, an increase of 3.7% over his 2011 base salary.

Annual Bonus. Mr. Romza's 2012 bonus was based substantially on the Company's achievement of financial performance objectives (80%) and individual performance (20%). Mr. Romza's 2012 target bonus was equal to 65% of his base pay, or $202,150. Mr. Romza received a payout under the 2012 annual bonus plan of $212,000 as a result of achieving individual and financial threshold performance objectives, representing 68% of his base pay. The NEO's bonus payment was based on the achievement of financial goals for revenue and EBITDA of the Company. In addition, the individual component was awarded to Mr. Romza based on his achievement of individual measures, including customer retention and satisfaction, leadership, ability to attract, retain, and build high performance teams, and operational improvements in the Company to support the growth in operations.

Equity Awards. In 2012, Mr. Romza was awarded 16,000 options, 6,000 time-based RSUs that vest in one-fourth increments, and a target performance-based RSU award of 6,000 RSUs with a maximum award opportunity equal to 12,000 performance-based RSUs (dependent on Company results) pursuant to the Company's equity award program to properly reward his contributions, encourage retention, motivate, increase his share ownership and solidify his commitment to the Company and the interest of our shareholders. In addition, 12,320 performance-based RSUs vested at the end of 2012 for achievement of specific financial results of the Company for the cumulative three year period from 2010 to 2012 as previously discussed.

Compensation of Mr. Saban

Base Salary. Mr. Saban's base salary in 2012 was $370,000, an increase of 5.7% over his 2011 base salary.

Annual Bonus. Mr. Saban's 2012 bonus was based substantially on the Company's achievement of financial performance objectives (80%) and individual performance (20%). Mr. Saban's 2012 target bonus was 65% of his base pay, or $240,500. Mr. Saban received a payout under the 2012 annual bonus plan of $275,000 as a result of achieving individual and financial threshold performance objectives, representing 74% of his base pay. In addition, Mr. Saban received a synergy bonus of $100,000 for helping to achieve specified cost savings goals related to the HealthTran integration. Specifically, cost savings of $35 million were achieved exceeding the high end of the performance goals of $25 million. The NEO's bonus payment was based on the achievement of financial goals for revenue and EBITDA of the Company. In addition, the individual component was awarded to Mr. Saban based on his achievement of individual measures, including customer retention and satisfaction, leadership, ability to attract, retain, and build high performance teams, and operational improvements in the Company to support the growth in operations.

Equity Awards. In 2012, Mr. Saban was awarded 22,000 options, 8,000 time-based RSUs that vest in one-fourth increments, and a target performance-based RSU award of 8,000 with a maximum award opportunity equal to 16,000 performance-based RSUs (dependent on Company results) pursuant to the Company's equity award program to properly reward his contributions, encourage retention, motivate, increase his share ownership and solidify his commitment to the Company and the interest of our shareholders. In addition, 39,200 performance-based RSUs vested at the end of 2012 for achievement of specific financial results of the Company for the cumulative three year period from 2010 to 2012 as previously discussed.

Compensation of Mr. Berman

Base Salary. Mr. Berman's base salary in 2012 was $275,000, an increase of 5.8% over his 2011 base salary.

Annual Bonus. Mr. Berman's 2012 bonus was based substantially on the Company's achievement of financial performance objectives (80%) and individual performance (20%). Mr. Berman's 2012 target bonus was 50% of his base pay, or $137,500. Mr. Berman received a payout under the 2012 annual bonus plan of $160,000 as a result of achieving individual and financial threshold performance objectives, representing 58% of his base pay. The NEO's bonus payment was based on the achievement of financial goals for revenue and EBITDA of the Company. In addition, the individual component was awarded to Mr. Berman based on his achievement of individual measures, including leadership, ability to attract, retain, and build high performance teams, and operational improvements in the Company to support growth in operations.

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Equity Awards. In 2012, Mr. Berman was awarded 12,000 options, 4,000 time-based RSUs that vest in one-fourth increments, and a target performance-based RSU award of 4,000 RSUs with a maximum award opportunity equal to 8,000 performance-based RSUs (dependent on Company results) pursuant to the Company's equity award program to properly reward his contributions, encourage retention, motivate, increase his share ownership and solidify his commitment to the Company and the interest of our shareholders. In addition, 5,280 performance-based RSUs vested at the end of 2012 for achievement of specific financial results of the Company for the cumulative three year period from 2010 to 2012 as previously discussed.

Compensation of Mr. Bates

Mr. Bates joined the Company as a result of the merger with Catalyst in July 2012 as Executive Vice President, Market Segments. The overall compensation package of Mr. Bates was designed to recognize that Mr. Bates shared responsibility for increasing the value of shareholders' investments. The employment of Mr. Bates was terminated by the Company on January 11, 2013 and Mr. Bates and the Company entered into a Separation and General Release agreement ("the Bates Separation Agreement"). The following is a description of the compensation Mr. Bates received or was entitled to receive prior to his termination of employment in January 2013, as well as a description of his post-termination benefits. Please see below for further information regarding the terms of Mr. Bates employment and the Bates Separation Agreement.

Base Salary. Mr. Bates' base salary in 2012 was $263,000 per the terms of his letter of employment dated July 2, 2012 and represents the pro-rata share of his annual base salary of $522,000, which was kept at the same level as the base salary he was entitled to receive from Catalyst.

Annual Bonus. Mr. Bates' target bonus was 75% of his base salary, payable based on achievement of the financial targets set for revenue and EBITDA of the Company. As a result of his termination and per the terms of the Bates Separation Agreement, Mr. Bates did not receive his annual bonus for 2012. Upon remaining with the Company following the merger, Mr. Bates received a $2,000,000 bonus.

Equity Awards. Prior to his termination, Mr. Bates was awarded 30,000 time-based RSUs that were scheduled to vest in one-fourth increments, and a target performance-based RSU award of 10,000 RSUs with a maximum award opportunity equal to 20,000 performance-based RSUs (dependent on Company results) pursuant to the Company's equity award program to encourage retention, motivate, establish an ownership interest in the Company and solidify his commitment to the Company and the interest of our shareholders. As a result of his termination, all equity awards granted to Mr. Bates were canceled in accordance with the provision of the LTIP as none of the awards granted had vested prior to his termination.

Post-Termination Benefits. Pursuant to the Bates Separation Agreement, the Company agreed to pay Mr. Bates separation payments totaling $895,000, less all required tax withholdings pursuant to a 24-month payment schedule that commenced in 2013. In addition, Mr. Bates received $63,000 for certain attorneys’ fees and costs incurred by Mr. Bates in connection with the agreement. All stock options and restricted stock units granted to Mr. Bates that were unvested as of his last day of employment were cancelled. As such, 30,000 unvested RSUs and 20,000 unvested performance-based RSUs held by Mr. Bates as of January 11, 2013 were canceled.

Compensation Committee Report

The Compensation Committee oversees the Company's compensation program on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Circular and Proxy Statement.

In reliance on the review and discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company's Proxy Circular and Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

COMPENSATION COMMITTEE

Peter J. Bensen, Chair

Karen L. Katen*

Anthony R. Masso

* Ms. Katen was appointed to our Board of Directors in December 2012.

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2012 Summary Compensation Table

The table below summarizes the total compensation paid or earned by each of the Named Executive Officers (“NEOs”) for the last three fiscal years ended December 31:

Name and Principal Position	Year	Salary ($)		Bonus		Stock Awards ($) (1)		Option Awards ($) (2)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(5)		Total($)
Mark Thierer,	2012	$	875,000	$	—	$	9,000,000	$	1,333,000	$	1,650,000	$	38,000	$	12,896,000
Chairman and	2011	$	725,000	$	—	$	2,800,000	$	1,520,000	$	1,450,000	$	21,000	$	6,516,000
Chief Executive Officer	2010	$	425,000	$	—	$	1,956,000	$	482,000	$	850,000	$	23,000	$	3,736,000
Jeffrey Park,	2012	$	525,000	$	—	$	1,600,000	$	533,000	$	788,000	$	33,000	$	3,479,000
Executive Vice President and	2011	$	450,000	$	—	$	1,158,000	$	633,000	$	675,000	$	16,000	$	2,932,000
Chief Financial Officer	2010	$	305,000	$	—	$	799,000	$	193,000	$	458,000	$	26,000	$	1,781,000
John Romza,	2012	$	311,000	$	—	$	635,000	$	231,000	$	212,000	$	29,000	$	1,418,000
Executive Vice President	2011	$	300,000	$	—	$	452,000	$	171,000	$	207,000	$	16,000	$	1,146,000
Research and Innovation	2010	$	270,000	$	—	$	307,000	$	136,000	$	200,000	$	14,000	$	927,000
Joel Saban, (3)	2012	$	370,000	$	—	$	846,000	$	318,000	$	375,000	$	31,000	$	1,940,000
Executive Vice President,	2011	$	350,000	$	—	$	510,000	$	226,000	$	242,000	$	11,000	$	1,339,000
Pharmacy Operations	2010	$	166,000	$	220,000	$	1,170,000	$	546,000	$	20,000	$	3,000	$	2,125,000
Clifford Berman,	2012	$	275,000	$	—	$	423,000	$	173,000	$	160,000	$	32,000	$	1,063,000
Senior Vice President,	2011	$	260,000	$	—	$	204,000	$	113,000	$	138,000	$	16,000	$	731,000
General Counsel and Corporate Secretary	2010	$	235,000	$	—	$	120,000	$	57,000	$	118,000	$	14,000	$	544,000
Richard Bates (4)	2012	$	263,000	$	2,000,000	$	2,255,000	$	—	$	—	$	9,000	$	4,527,000
Former Executive Vice President,	2011	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Market Segments	2010	$	—	$	—	$	—	$	—	$	—	$	—	$	—

(1) The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). The amounts reported in the column are calculated at the maximum level based upon the probable outcome on the grant date for the Company's performance-based RSU awards. See Note 10 to the Consolidated Financial Statements in Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2012 (the “Annual Report on Form 10-K”) for more information on the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718.

(2) The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 10 to the Consolidated Financial Statements in Item 8 of the Company's Annual Report on Form 10-K for more information on the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718.

(3) Mr. Saban received a synergy bonus of $100,000 as part of the HealthTran special integration incentive program, for helping to achieve specified cost savings goals related to the HealthTran integration. Specifically, cost savings of $35 million were achieved exceeding the high end of the performance goals of $25 million. The cost savings bonus is included in Mr. Saban's non-equity incentive plan compensation amount.

(4) Mr. Bates was not an NEO in 2010 or 2011. Mr. Bates' employment with the Company was terminated in January 2013. The amount shown in the bonus column for Mr. Bates represents the amount he received upon joining the Company after the merger with Catalyst. Included in Mr. Bates' other compensation amount is 401(k) match and health and welfare contributions valued at $9,000.

(5) Other compensation consists of the health and welfare contributions of $17,000 for Messrs. Thierer, Park, Saban and Berman and $12,000 for Mr. Romza, as well as vehicle allowance, 401(k) match, and Company-paid life insurance premiums for each of the NEOs.

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2012 Grants of Plan-Based Awards Table

The following table sets forth information concerning grants under the Company's Annual Bonus Plan and LTIP to the NEOs during the fiscal year ended December 31, 2012:

			Estimated Future Payments Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#) (3)	All Other Option Awards: Number of Securities Underlying Options (#) (4)	Exercise or Base Price of Options Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(5)
Name	Type of Award	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Mark	Annual bonus plan	—	$	546,875	$	1,093,750	$	1,750,000	—	—	—	—	—	—		—
Thierer	Stock options	3/6/2012	—		—		—		—	—	—	—	92,314	$	35.25	$	1,333,000
	Time-based restricted stock units	3/6/2012	—		—		—		—	—	—	37,826	—	—		$	1,333,000
	Time-based restricted stock units	3/6/2012	—		—		—		—	—	—	70,922	—	—		$	2,500,000
	Time-based restricted stock units	3/6/2012	—		—		—		—	—	—	70,922	—	—		$	2,500,000
	Performance-based restricted stock units	3/6/2012	—		—		—		18,913	37,826	75,652	—	—	—		$	2,667,000
Jeffrey	Annual bonus plan	—	$	236,250	$	472,500	$	787,500	—	—	—	—	—	—		—
Park	Stock options	3/6/2012	—		—		—		—	—	—	—	36,926	$	35.25	$	533,000
	Time-based restricted stock units	3/6/2012	—		—		—		—	—	—	15,130	—	—		$	533,000
	Performance-based restricted stock units	3/6/2012	—		—		—		7,565	15,130	30,260	—	—	—		$	1,067,000
John	Annual bonus plan	—	$	101,075	$	202,150	—		—	—	—	—	—	—		—
Romza	Stock options	3/6/2012	—		—		—		—	—	—	—	16,000	$	35.25	$	231,000
	Time-based restricted stock units	3/6/2012	—		—		—		—	—	—	6,000	—	—		$	212,000
	Performance-based restricted stock units	3/6/2012	—		—		—		3,000	6,000	12,000	—	—	—		$	423,000
Joel	Annual bonus plan	—	$	120,250	$	240,500	—		—	—	—	—	—	—		—
Saban	Integration bonus (8)		—		—		$	200,000	—	—	—	—	—	—		—
	Stock options	3/6/2012	—		—		—		—	—	—	—	22,000	$	35.25	$	318,000
	Time-based restricted stock units	3/6/2012	—		—		—		—	—	—	8,000	—	—		$	282,000
	Performance-based restricted stock units	3/6/2012	—		—		—		4,000	8,000	16,000	—	—	—		$	564,000
Clifford	Annual bonus plan	—	$	68,750	$	137,500	—		—	—	—	—	—	—		—
Berman	Stock options	3/6/2012	—		—		—		—	—	—	—	12,000	$	35.25	$	173,000
	Time-based restricted stock units	3/6/2012	—		—		—		—	—	—	4,000	—	—		$	141,000
	Performance-based restricted stock units	3/6/2012	—		—		—		2,000	4,000	8,000	—	—	—		$	282,000
Richard	Annual bonus plan (6)	—	$	195,750	$	391,500	—		—	—	—	—	—	—		—
Bates	Time-based restricted stock units	8/6/2012	—		—		—		—	—	—	30,000	—	—		$	1,353,000
	Performance-based restricted stock units (7)	8/6/2012	—		—		—		5,000	10,000	20,000	—	—	—		$	902,000

(1) The bonus amounts represent bonus opportunities under the Company's Annual Bonus Plan. The bonus opportunities are based on the Company's achievement of financial performance measures, as well as individual performance metrics. The actual bonus payouts under the Company's Annual Bonus Plan were made in 2013 and are discussed in the “Compensation Paid to Our NEOs in 2012” section of this Proxy Circular and Proxy Statement and reported in the “2012 Summary Compensation Table” as non-equity incentive plan compensation.

(2) The RSUs reported in this column were granted under the LTIP. The RSUs vest on December 31, 2014 if the Company meets or exceeds a performance threshold with respect to cumulative EPS for each of the fiscal years ended December 31, 2012, 2013, and 2014.

(3) The RSUs reported in this column were granted under the LTIP. Mr. Thierer was awarded 37,826 RSUs that vest in one-fourth increments annually on the anniversary of the grant date, 70,922 RSUs that cliff vest after a three year period and 70,922 RSUs that cliff vest after a four year period. The RSUs for Messrs. Park, Romza, Saban and Berman vest in one-fourth increments annually on the anniversary of the grant date.

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(4) The stock options reported in this column are nonqualified stock options granted under the LTIP. The options vest in one-fourth increments annually on the anniversary of the grant date. The options expire seven years from the grant date.

(5) The amounts shown in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. These amounts reflect the grant date fair value of the award and do not correspond to the actual value that will be recognized by the NEOs. The fair values for the performance-based restricted stock units are based on probable achievement of the performance conditions. See Note 10 to the Consolidated Financial Statements in Item 8 of the Company's Annual Report on Form 10-K for more information on the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718.

(6) As a result of his termination, Mr. Bates forfeited this 2012 annual bonus.

(7) As a result of his termination, all equity awards granted to Mr. Bates were canceled in accordance with the provision of the LTIP as none of the awards granted had vested prior to his termination.

(8) Mr. Saban had an opportunity to receive a bonus of up to $200,000, of which Mr. Saban received $100,000, for helping to achieve specified cost savings goals related to the HealthTran integration. Specifically, cost savings of $35 million were achieved exceeding the high end of the performance goals of $25 million.

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Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements

As of December 31, 2012, the Company had employment agreements with each of its NEOs. The following is a description of the terms of each NEO's employment agreement, which are relevant to an understanding of the 2012 Summary Compensation Table and 2012 Grants of Plan-Based Awards Table. Under the terms of each NEO's employment agreement, the NEOs are subject to certain post-employment obligations, including obligations related to: (i) non-disclosure of the Company's trade secrets, confidential and proprietary information; (ii) non-solicitation of the Company's employees for a period of 12 months following termination of employment; (iii) non-solicitation of the Company's customers for a period of 12 months following termination of employment; and (iv) non-competition for a period of 12 months following termination of employment, with the 12 month period extended to 24 months in the case of Mr. Berman.

Employment Agreement with Mark Thierer, Chairman and Chief Executive Officer

On August 5, 2008, the Company entered into an employment agreement with Mark Thierer, Chairman, Chief Executive Officer and a member of the Board of Directors (the “Thierer Employment Agreement”). The initial term of the Thierer Employment Agreement ended on June 29, 2011 and automatically renews for additional one-year periods unless earlier terminated. The term will not be renewed if either the Company or Mr. Thierer provides notice of intent not to renew at least 60 days prior to the expiration of the initial term or applicable renewal term. Any such notice provided by the Company that results in Mr. Thierer's employment with the Company terminating will be deemed to be a Termination by the Company without Cause (as defined in the Thierer Employment Agreement). The Thierer Employment Agreement provides that, during its term, Mr. Thierer will be slated as a nominee to the Company's Board of Directors as long as he remains Chief Executive Officer, provided that he will resign from the Board of Directors if he ceases to be Chief Executive Officer. The Thierer Employment Agreement provides for eligibility to participate in the Company's annual bonus program, with a maximum bonus payout opportunity of 200% of his annual base salary. The Thierer Employment Agreement also provides for a monthly car allowance, expense reimbursement for reasonably incurred business expenses and insurance benefits.

Under the Thierer Employment Agreement, in the event the Thierer Employment Agreement terminates because of Mr. Thierer's Death or Total Disability (as defined in the Thierer Employment Agreement), Mr. Thierer would be entitled to receive (i) his annual base salary and accrued but unpaid vacation through the date of termination and (ii) a payment of his incentive compensation bonus for the year in which the Thierer Employment Agreement was terminated prorated to the date of termination. If the Thierer Employment Agreement is terminated because Mr. Thierer resigns other than a Resignation for Good Reason (as defined in the Thierer Employment Agreement) or as a result of a Termination by the Company for Cause (as defined in the Thierer Employment Agreement), Mr. Thierer would be entitled to receive his annual base salary and accrued but unused vacation time through the date of termination and be entitled to participate in the Company's executive welfare programs through the date of termination and, to the extent permitted under such plans, thereafter. If the Thierer Employment Agreement is terminated as a result of a Termination by the Company without Cause (that is not a Termination Arising Out of a Change of Control) or by Mr. Thierer as a result of a Resignation for Good Reason, Mr. Thierer would be entitled to receive (i) his annual base salary and accrued but unpaid vacation through the date of termination, (ii) a payment of his incentive compensation bonus target for the year prior to the year in which the Thierer Employment Agreement was terminated prorated to the date of termination, (iii) a lump sum payment equal to two times his annual base salary, (iv) a lump sum payment equal to two times his incentive compensation bonus target for the year in which the Thierer Employment Agreement is terminated, (v) payment of COBRA insurance continuation benefits on behalf of Mr. Thierer, his spouse and dependents for 18 months following termination and (vi) outplacement services for up to 12 months following termination. If the Thierer Employment Agreement is terminated by the Company (whether or not as a result of a Termination by the Company for Cause) or by Mr. Thierer (whether or not as a result of a Resignation for Good Reason) within 12 months following a change of control of the Company, Mr. Thierer would be entitled to receive (i) his annual base salary and accrued but unpaid vacation through the date of termination, (ii) a payment of his incentive compensation bonus target for the year in which the Thierer Employment Agreement was terminated prorated to the date of termination, (iii) a lump sum payment equal to three times his annual base salary, (iv) a lump sum payment equal to three times his incentive compensation bonus target for the year in which the Thierer Employment Agreement is terminated, (v) payment of COBRA insurance continuation benefits on behalf of Mr. Thierer, his spouse and dependents for 18 months following termination and (vi) outplacement services for up to 12 months following termination. The Thierer Employment Agreement further provides that if severance benefits payable after a change of control would be subject to the excise tax imposed by Section 280G and Section 4999 of the Internal Revenue Code, then Mr. Thierer will be entitled to receive an additional cash payment in an amount necessary to pay such taxes (including an amount to pay the taxes on such additional cash payment). In addition to the above benefits, upon a change of control of the Company or upon termination of the Thierer Employment Agreement as a result of Mr. Thierer's Resignation for Good Reason, Mr. Thierer's Death or Total Disability, a Termination by the Company without Cause or a termination due to a change of control, all unvested equity in the Company held by Mr. Thierer, including stock options and restricted stock units, will immediately vest.

Employment Agreement with Jeffrey Park, Executive Vice President and Chief Financial Officer

On August 5, 2008, the Company entered into an employment agreement with Jeffrey Park, Executive Vice President and Chief Financial Officer (the “Park Employment Agreement”). The initial term of the Park Employment Agreement ended on June 29, 2011 and automatically renews for additional one-year periods unless earlier terminated. The term will not be renewed for a renewal year if either the Company or Mr. Park provides notice of intent not to renew at least 60 days prior to the expiration of the applicable renewal term. Any such notice provided by the Company that results in Mr. Park's employment with the Company terminating will be deemed to be a Termination by the Company without Cause (as defined in the Park Employment Agreement). The Park Employment Agreement provides that during its term Mr. Park will serve as Executive Vice President and Chief Financial Officer of the Company. The Park Employment Agreement provides for

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eligibility to participate in the Company's annual bonus program, with a maximum bonus opportunity of 150% of his annual base salary. The Park Employment Agreement also provides for a monthly car allowance, expense reimbursement for reasonably incurred business expenses and insurance benefits.

Under the Park Employment Agreement, in the event the Park Employment Agreement terminates because of Mr. Park's Death or Total Disability (as defined in the Park Employment Agreement), Mr. Park would be entitled to receive (i) his annual base salary and accrued but unpaid vacation through the date of termination and (ii) a payment of his incentive compensation bonus for the year in which the Park Employment Agreement was terminated prorated to the date of termination of employment. If the Park Employment Agreement is terminated as a result of Mr. Park's resignation or a Termination by the Company for Cause (as defined in the Park Employment Agreement), Mr. Park would be entitled to receive his annual base salary and accrued but unused vacation time through the date of termination and be entitled to participate in the Company's executive welfare programs through the date of termination and, to the extent permitted under such plans, thereafter. If the Park Employment Agreement is terminated as a result of a Termination by the Company without Cause (that is not a Termination Arising Out of a Change of Control), terminated by the Company (whether or not as a result of a Termination by the Company for Cause) or by Mr. Park (whether or not as a result of a Resignation for Good Reason), Mr. Park would be entitled to receive (i) his annual base salary and accrued but unpaid vacation through the date of termination, (ii) a payment of his incentive compensation bonus target for the year prior to the year in which the Park Employment Agreement was terminated prorated to the date of termination, (iii) a lump sum payment equal to two times his annual base salary, (iv) a lump sum payment equal to two times his incentive compensation bonus target for the year in which the Park Employment Agreement is terminated, (v) payment of COBRA insurance continuation benefits on behalf of Mr. Park, his spouse and dependents for 18 months following termination and (vi) outplacement services for up to 12 months following termination. The Park Employment Agreement further provides that if severance benefits payable after a change of control would be subject to the excise tax imposed by Section 280G and Section 4999 of the Internal Revenue Code, then Mr. Park will be entitled to receive an additional cash payment in an amount necessary to pay such taxes (including an amount to pay the taxes on such additional cash payment). In addition to the above benefits, upon termination of the Park Employment Agreement as a result of Mr. Park's Death or Total Disability, a Termination by the Company without Cause or a termination due to a change of control, all unvested equity in the Company held by Mr. Park, including stock options and restricted stock units, will immediately vest.

Employment Agreement with John Romza, Executive Vice President, Research and Innovation

On November 6, 2008, the Company entered into an employment agreement with John Romza, Executive Vice President, Research and Innovation (the “Romza Employment Agreement”). The initial term of the Romza Employment Agreement ended on June 30, 2010 and automatically renews for one-year periods unless earlier terminated. The term will not be renewed for a renewal year if either the Company or Mr. Romza provides notice of intent not to renew at least 60 days prior to the expiration of the applicable renewal term. Any such notice provided by the Company that results in Mr. Romza's employment with the Company terminating will be deemed to be a Termination by the Company Without Cause (as defined in the Romza Employment Agreement). The Romza Employment Agreement provides that during its term Mr. Romza will serve as Executive Vice President, Research and Development and Chief Technology Officer of the Company. The Romza Employment Agreement provides for an incentive compensation bonus targeted at 65% of Mr. Romza's annual base salary (the specific percentage to be set annually by the Compensation Committee). The Romza Employment Agreement also provides for a monthly car allowance, expense reimbursement for reasonably incurred business expenses and insurance benefits.

Under the Romza Employment Agreement, in the event the Romza Employment Agreement terminates because of Mr. Romza's Death, Total Disability, Resignation, or Termination by the Company for Cause (as such terms are defined in the Romza Employment Agreement), Mr. Romza would be entitled to receive his annual base salary and accrued but unused vacation through the date of termination and be entitled to participate in the Company's executive welfare plans and programs through the date of termination and, to the extent permitted under such plans and programs, thereafter. If the Romza Employment Agreement is terminated as a result of a Termination by the Company Without Cause (as defined in the Romza Employment Agreement), Mr. Romza would be entitled to receive (i) his annual base salary and accrued but unpaid vacation through the date of termination, (ii) a payment equal to his incentive compensation bonus, if any, for the year in which the agreement was terminated, prorated to the date of termination and (iii) a severance payment equal to his then-current annual base salary, payable according to the Company's regular payroll schedule. If the Romza Employment Agreement is terminated as a result of a Termination Arising Out of a Change of Control (as defined in the Romza Employment Agreement), Mr. Romza would be entitled to receive (i) his annual base salary and accrued but unpaid vacation through the date of termination, (ii) a payment equal to his incentive compensation bonus, if any, for the year in which the agreement was terminated, prorated to the date of termination and (iii) a severance payment equal to two times his then-current annual base salary plus an amount equal to his incentive compensation bonus target at the time of termination.

Employment Agreement with Joel Saban, Executive Vice President, Pharmacy Operations

On June 22, 2010, the Company entered into an employment agreement with Joel Saban (the “Saban Employment Agreement”). The initial term of the Saban Employment Agreement ended on December 31, 2010 and automatically renews for one-year periods unless earlier terminated. The term will not be renewed for a renewal year if either the Company or Mr. Saban provides notice of intent not to renew at least 60 days prior to the expiration of the applicable renewal term. Any such notice provided by the Company that results in Mr. Saban's employment with the Company terminating will be deemed to be a Termination by the Company Without Cause (as defined in the Saban Employment Agreement). The Saban Employment Agreement provides that during its term Mr. Saban will serve as Executive Vice President, Pharmacy Operations. The Saban Employment Agreement provides for an incentive compensation bonus targeted at 65% of Mr. Saban's annual base salary (the specific percentage to be set annually by the Compensation Committee). The Saban Employment Agreement also provides for a monthly car allowance, expense reimbursement for reasonably incurred business expenses and insurance benefits.

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Under the Saban Employment Agreement, in the event the Saban Employment Agreement terminates because of Mr. Saban's Death, Total Disability, Resignation, or Termination by the Company for Cause (as such terms are defined in the Saban Employment Agreement), Mr. Saban would be entitled to receive his annual base salary and accrued but unused vacation through the date of termination and be entitled to participate in the Company's executive welfare plans and programs through the date of termination and, to the extent permitted under such plans and programs, thereafter. If the Saban Employment Agreement is terminated as a result of a Termination by the Company Without Cause (as defined in the Saban Employment Agreement), Mr. Saban would be entitled to receive (i) his annual base salary and accrued but unpaid vacation through the date of termination, (ii) a payment equal to his incentive compensation bonus, if any, for the year in which the agreement was terminated, prorated to the date of termination and (iii) a severance payment equal to his then-current annual base salary, payable according to the Company's regular payroll schedule. If the Saban Employment Agreement is terminated as a result of a Termination Arising Out of a Change of Control (as defined in the Saban Employment Agreement), Mr. Saban would be entitled to receive (i) his annual base salary and accrued but unpaid vacation through the date of termination, (ii) a payment equal to his incentive compensation bonus, if any, for the year in which the agreement was terminated, prorated to the date of termination and (iii) a severance payment equal to two times his then-current annual base salary plus an amount equal to his incentive compensation bonus target at the time of termination.

Employment Agreement with Clifford Berman, Senior Vice President, General Counsel and Corporate Secretary

On February 16, 2008, the Company entered into an employment agreement with Clifford Berman (the “Berman Employment Agreement”). The initial term of the Berman Employment Agreement ended on December 31, 2008 with and automatically renews for one-year periods unless earlier terminated. The term will not be renewed for a renewal year if either the Company or Mr. Berman provides notice of intent not to renew at least 60 days prior to the expiration of the initial term or applicable renewal term. Any such notice provided by the Company that results in Mr. Berman's employment with the Company terminating will be deemed to be a Termination by the Company Without Cause (as defined in the Berman Employment Agreement). The Berman Employment Agreement provides that during its term Mr. Berman will serve as Senior Vice President, General Counsel, and Corporate Secretary. The Berman Employment Agreement provides for an incentive compensation bonus targeted at 50% of Mr. Berman's annual base salary (the specific percentage to be set annually by the Board of Directors). The Berman Employment Agreement also provides for a monthly car allowance, expense reimbursement for reasonably incurred business expenses and insurance benefits.

Under the Berman Employment Agreement, in the event the Berman Employment Agreement terminates because of Mr. Berman's Death, Total Disability, Resignation, or Termination by the Company for Cause (as such terms are defined in the Berman Employment Agreement), Mr. Berman would be entitled to receive his annual base salary and accrued but unused vacation through the date of termination and be entitled to participate in the Company's executive welfare plans and programs through the date of termination and, to the extent permitted under such plans and programs, thereafter. If the Berman Employment Agreement is terminated as a result of a Termination by the Company Without Cause (as defined in the Berman Employment Agreement), Mr. Berman would be entitled to receive (i) his annual base salary and accrued but unpaid vacation through the date of termination, (ii) a payment equal to his incentive compensation bonus, if any, for the year in which the agreement was terminated, prorated to the date of termination and (iii) a severance payment equal to his then-current annual base salary, payable according to the Company's regular payroll schedule. If the Berman Employment Agreement is terminated as a result of a Termination Arising Out of a Change of Control (as defined in the Berman Employment Agreement), Mr. Berman would be entitled to receive (i) his annual base salary and accrued but unpaid vacation through the date of termination, (ii) a payment equal to his incentive compensation bonus, if any, for the year in which the agreement was terminated, prorated to the date of termination and (iii) a severance lump-sum payment equal to one and one-half times his then-current annual base salary plus one times his incentive compensation bonus target at the time of termination.

Employment and Separation Agreements with Richard Bates, Executive Vice President, Market Segments

Upon joining the Company as a result of the merger with Catalyst, Mr. Bates' terms of employment were governed by an employment agreement entered into by Catalyst and Mr. Bates on August 3, 2009, as amended by a letter agreement between Bates and the Company in July 2012 (the “Bates Employment Agreement”). The Bates Employment Agreement provided that during its term Mr. Bates would serve as Executive Vice President, Market Segments of the Company. The Bates Employment Agreement also provided for an incentive compensation bonus targeted at 75% of Mr. Bates' annual base salary (the specific percentage to be set annually by the Board of Directors of the Company). In January 2013, Mr. Bates' employment with the Company was terminated. As a result of the termination of Mr. Bates' employment, the Company and Mr. Bates entered into the Bates Separation Agreement.

Pursuant to the Bates Separation Agreement, the Company agreed to pay Mr. Bates separation payments totaling $895,000, less all required tax withholdings pursuant to a 24-month payment schedule as well as $63,000 for certain attorneys’ fees and costs incurred by Mr. Bates in connection with the agreement. All stock options and restricted stock units granted to Mr. Bates that were unvested as of Mr. Bates’ last day of employment were cancelled. As such, 30,000 unvested RSUs and 20,000 unvested performance-based RSUs held by Mr. Bates as of January 11, 2013 were canceled.

Awards

In March 2012, the Compensation Committee granted the NEOs long-term incentive awards under the LTIP. The 2012 long-term incentive awards consisted of performance-based RSUs, time-based RSUs and stock option awards. Each NEO received time-based RSUs and stock options that vest in one-fourth increments on each grant date anniversary. In 2012, the Company also granted to Mr. Thierer time-based RSUs that cliff vest after three and four year periods. The performance-based RSUs vest if the Company meets a performance threshold with respect to cumulative EPS for each of the fiscal years ended December 31, 2012, 2013 and 2014 (unless earlier vested as described below). The vesting of the performance-based RSUs for performance in between “minimum” and “target” and “target” and “maximum” shall be determined

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linearly. During the restriction period, dividend equivalents equal to the dividends payable, if any, on the same number of common shares will accrue on the time-based RSUs and performance-based RSUs. The dividends payable, if any, will be paid out in cash on the vesting date.

The stock option award agreements provide that, except as otherwise provided for in an employment agreement with the NEO, the unvested stock options will terminate upon the NEO ceasing to be an employee of the Company. In the case of a change of control, the stock option award agreement provides that the unvested stock options will immediately become fully exercisable.

The time-based RSU agreements provide that, except as otherwise provided for in an employment agreement, the award shall become fully vested if the NEO's employment terminates by reason of permanent disability or death. If the NEOs employment terminates for any reason other than permanent disability or death, then the portion of the award that is not vested as of the date of termination shall be forfeited and cancelled immediately unless otherwise provided for in the NEO's employment agreement. In the event of a change of control, the time-based RSUs fully vest.

The performance-based RSU agreements provide that, except as otherwise provided for in an employment agreement, if the NEO's employment terminates prior to the end of the performance period by reason of Termination Without Cause or Termination Due to Permanent Disability or Death, the award will vest based on actual performance calculated to the date of termination of employment. If the NEO's employment terminates for any reason other than Termination Without Cause or Termination Due to Permanent Disability or Death, then the portion of the award that is not vested as of the date of termination will be forfeited and canceled immediately unless otherwise provided for in the NEO's employment agreement. In the event of a change of control, the awards will vest based on “target” achievement level.

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2012 Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth information on the current holdings of stock options, time-based RSUs, and performance-based RSUs by the NEOs at December 31, 2012:

Outstanding Equity Awards at Fiscal Year-End
	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($) (1)		Option Grant Date	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock that Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (10)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Mark	—	49,904	$	6.39	6/4/2009	6/4/2016 (3)	236,260	(4)	$	11,127,846	156,628	$	7,377,179
Thierer	—	37,400	$	15.13	3/10/2010	3/10/2017 (3)
	35,450	106,354	$	25.12	3/9/2011	3/9/2018 (3)
	—	92,314	$	35.25	3/6/2012	3/6/2019 (3)
Total	35,450	285,972					236,260		$	11,127,846	156,628	$	7,377,179
Jeffrey	—	20,056	$	6.39	6/4/2009	6/4/2016 (3)	38,346	(5)	$	1,806,097	63,668	$	2,998,763
Park	—	14,960	$	15.13	3/10/2010	3/10/2017 (3)
	—	44,314	$	25.12	3/9/2011	3/9/2018 (3)
	—	36,926	$	35.25	3/6/2012	3/6/2019 (3)
Total	—	116,256					38,346		$	1,806,097	63,668	$	2,998,763
John	33,332	—	$	3.61	3/8/2006	(2)	17,900	(6)	$	843,090	24,000	$	1,130,400
Romza	72,000	—	$	2.84	3/10/2008	3/10/2013 (3)
	40,000	—	$	4.00	9/16/2008	9/16/2013 (3)
	43,500	14,500	$	6.39	6/4/2009	6/4/2016 (3)
	10,560	10,560	$	15.13	3/10/2010	3/10/2017 (3)
	4,000	12,000	$	25.12	3/9/2011	3/9/2018 (3)
	—	16,000	$	35.25	3/6/2012	3/6/2019 (3)
Total	203,392	53,060					17,900		$	843,090	24,000	$	1,130,400
Joel	33,600	33,600	$	19.91	9/7/2010	9/7/2017 (3)	23,800	(7)	$	1,120,980	28,320	$	1,333,872
Saban	5,280	15,840	$	25.12	3/9/2011	3/9/2018 (3)
	—	22,000	$	35.25	3/6/2012	3/6/2019 (3)
Total	33,600	71,440					23,800		$	1,120,980	28,320	$	1,333,872
Cliff	—	6,340	$	6.39	6/4/2009	6/4/2016 (3)	9,494	(8)	$	447,167	12,620	$	594,402
Berman	4,400	4,400	$	15.13	3/10/2010	3/10/2017 (3)
	2,624	7,876	$	25.12	3/9/2011	3/9/2018 (3)
	—	12,000	$	35.25	3/6/2012	3/6/2019 (3)
Total	7,024	30,616					9,494		$	447,167	12,620	$	594,402
Richard	—	—	—				30,000		$	1,413,000	20,000	$	942,000
Bates (9)	—	—	—
Total	—	—	—				30,000		$	1,413,000	20,000	$	942,000

(1) The Catamaran Corporation Amended and Restated Stock Option Plan allowed for grants to be made in both Canadian and U.S. dollars. Prior to May 2007, stock options were granted in Canadian dollars, with subsequent grants in U.S. dollars. For this table, all exercise prices for grants prior to May 2007 were converted to U.S. dollars using an exchange rate as of December 31, 2012 of 1.00078.

(2) This option was granted on March 8, 2006 and, pursuant to the terms of the option grant, this option vested in one fourth increments on each grant date anniversary in 2007, 2008, 2009 and 2010. Each vested increment expires five years from the vesting date.

(3) These options will vest in one-fourth increments on each grant date anniversary.

(4) This amount consists of 12,164 RSUs, 21,560 RSUs, 22,866 RSUs and 37,826 RSUs granted on June 4, 2009, March 10, 2010, March 9, 2011 and March 6, 2012, respectively, that vest in one-fourth increments on each grant date anniversary; provided that, in each case, Mr. Thierer is still employed by the Company on the vesting date. In addition, this amount includes 70,922 RSUs that cliff vest on March 6,

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2015 and 70,922 RSUs that cliff vest on March 6, 2016, provided that, in each case Mr. Thierer is still employed by the Company on the vesting date.

(5) This amount consists of 4,888 RSUs, 8,800 RSUs, 9,528 RSUs and 15,130 RSUs granted on June 4, 2009, March 10, 2010, March 9, 2011 and March 6, 2012, respectively, that vest in one-fourth increments on each grant date anniversary; provided that, in each case, Mr. Park is still employed by the Company on the vesting date.

(6) This amount consists of 3,400 RSUs, 4,000 RSUs, 4,500 RSUs and 6,000 RSUs granted on June 4, 2009, March 10, 2010, March 9, 2011 and March 6, 2012, respectively, that vest in one-fourth increments on each grant date anniversary; provided that, in each case, Mr. Romza is still employed by the Company on the vesting date.

(7) This amount consists of 9,800 RSUs, 6,000 RSUs and 8,000 RSUs granted on September 7, 2010, March 9, 2011 and March 6, 2012, respectively, that vest in one-fourth increments on each grant date anniversary; provided that Mr. Saban is still employed by the Company on the vesting date.

(8) This amount consists of 1,548 RSUs, 1,320 RSUs, 2,626 RSUs and 4,000 RSUs granted on June 4, 2009, March 10, 2010, March 9, 2011 and March 6, 2012, respectively, that vest in one-fourth increments on each grant date anniversary; provided that, in each case, Mr. Berman is still employed by the Company on the vesting date.

(9) These amounts were cancelled on January 11, 2013 as a result of Mr. Bates' termination of employment.

(10) The amounts reported in this column assume the associated performance targets will be met at the maximum achievement level of performance-based RSUs granted on March 9, 2011, March 6, 2012 and August 6, 2012. The awards granted in 2011 and 2012 are scheduled to vest on December 31, 2013 and December 31, 2014, respectively. The 2011 and 2012 grants at maximum levels were as follows: Mr. Thierer 2011 - 80,976, 2012 - 75,652; Mr. Park 2011 - 33,408, 2012 - 30,260; Mr. Romza 2011 - 12,000, 2012 - 12,000; Mr. Saban 2011 - 12,320, 2012 - 16,000; Mr. Berman 2011 - 4,620, 2012 - 8,000 and Mr. Bates 2012 - 20,000.

2012 Option Exercises

The following table sets forth the stock options exercised and vesting of RSUs for each NEO during the fiscal year ended December 31, 2012:

	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#) (1)	Value Realized on Vesting ($)
Mark Thierer	372,304	$	12,966,000	214,102	$	8,696,000
Jeffrey Park	203,898	$	6,731,000	86,768	$	3,527,000
John Romza	198,332	$	6,844,000	46,420	$	1,816,000
Joel Saban	—	$	—	46,100	$	2,145,000
Clifford Berman	44,024	$	1,662,000	20,718	$	808,000
Richard Bates	—	$	—	—	$	—

(1) These stock awards represent time-based RSUs that vested in 2012 and performance-based RSUs that vested on December 31, 2012, but were issued in 2013. The number of performance-based RSUs which vested on December 31, 2012 were 86,240, 35,200, 12,320, 39,200 and 5,280 for Messrs. Thierer, Park, Romza, Saban and Berman, respectively. The value realized for performance-based RSUs was calculated using the Company's year end closing market price of $47.10 per share.

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2012 Nonqualified Deferred Compensation

Effective as of January 1, 2009, the Company established a deferred compensation plan (the “Deferred Compensation Plan”) for the purpose of providing certain employees an opportunity to defer compensation on a pre-tax basis. Employees eligible to participate in the Deferred Compensation Plan are selected by the sole discretion of a Plan Committee appointed by the Board of Directors of the Company.

Eligible employees who elect to participate in the Deferred Compensation Plan may defer up to 100% of annual base salary and up to 100% of incentive compensation and other compensation, fees and retainers. Participants in the Deferred Compensation Plan may make an investment preference election with the Plan Committee to express their investment category preferences in which their deferrals will be invested. A variety of investment options are available in an array of asset classes, offering the opportunity for diversification. The investment crediting choices are mutual funds available through variable insurance products. Plan participant's earnings are based on the gains and losses from the participant's selected funds. The Company does not match any contributions made by the plan participants, nor does it provide additional earnings on the contributions made.

Each plan year's deferral balance may have a separate distribution schedule determined by the Deferred Compensation Plan participant. Distributions are taxable as ordinary income when received. Deferred Compensation Plan participants may elect to receive a plan year deferral balance at a specified future date while employed (scheduled in-service withdrawal) and/or at termination, as defined in the Deferred Compensation Plan.

The following table provides information regarding our nonqualified deferred compensation plan for the NEOs that participated.

Name	Executive Contributions in Last FY ($) (1)	Registrant Contributions in Last FY ($)	Aggregate Earnings (Loss) in Last FY ($)	Aggregate Withdrawals / Distributions ($)		Aggregate Balance at Last FYE ($) (2)
Mark Thierer	—	—	44,000	(89,000	)	283,000
John Romza	52,000	—	29,000	—		316,000

(1) These amounts are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the “Summary Compensation Table.”

(2) The following amounts were previously reported as compensation to the NEOs in Summary Compensation Tables for 2011 and 2010. These amounts consist of Executive Contributions as follows:

Name	Executive Contributions in 2011	Executive Contributions in 2010
Mark Thierer	258,000	—
John Romza	93,000	82,000

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Potential Payments upon Termination or Change of Control

The estimated payments to each NEO triggered in the event of an involuntary termination without cause, retirement, death, disability, involuntary termination with cause and voluntary termination, as well as in the event of a change of control of the Company with and without a termination of employment on December 31, 2012, are set forth in the table below.

Summary of Potential Payments upon Termination (Fiscal Year 2012)

Name	Termination Scenario	Equity Awards ($)(1)	Severance Pay ($)	Other ($)(5)			Total ($)
Mark Thierer (2)	Termination for Cause	—	—	—			—
	Death or Total Disability	20,542,000	—	—			20,542,000
	Termination without Cause	20,542,000	3,937,500	35,000			24,514,500
	Resignation for Good Reason	20,542,000	3,937,500	35,000			24,514,500
	Termination following Change of Control	21,476,000	5,906,250	11,212,000	(6	)	38,594,250
Jeffrey Park (3)	Termination for Cause	—	—	—			—
	Death or Total Disability	5,834,000	—	—			5,834,000
	Termination without Cause	5,834,000	1,995,000	35,000			7,864,000
	Resignation for Good Reason	—	—	—			—
	Termination following Change of Control	6,197,000	1,995,000	2,987,000	(6	)	11,179,000
John Romza (4)	Termination for Cause	—	—	—			—
	Resignation, Death, or Total Disability	1,053,000	—	—			1,053,000
	Termination without Cause	210,000	311,000	—			521,000
	Resignation for Good Reason	—	—	—			—
	Termination following Change of Control	2,511,000	824,000	—			3,335,000
Joel Saban (4)	Termination for Cause	—	—	—			—
	Resignation, Death, or Total Disability	1,540,000	—	—			1,540,000
	Termination without Cause	419,000	370,000	—			789,000
	Resignation for Good Reason	—	—	—			—
	Termination following Change of Control	3,311,000	981,000	—			4,292,000
Clifford Berman (4)	Termination for Cause	—	—	—			—
	Resignation, Death, or Total Disability	604,000	—	—			604,000
	Termination without Cause	157,000	275,000	—			432,000
	Resignation for Good Reason	—	—	—			—
	Termination following Change of Control	1,459,000	550,000	—			2,009,000
Richard Bates (7)	Termination for Cause	—	—	—			—
	Resignation, Death, or Total Disability	—	—	—			—
	Termination without Cause	—	895,000	—			895,000
	Resignation for Good Reason	—	—	—			—
	Termination following Change of Control	—	—	—			—

(1) Amounts in these columns reflect the equity values to be received upon a termination or a change of control calculated in accordance with the NEO's employment agreement or the equity award agreement, as applicable. In the case of RSU grants, the equity value was determined by multiplying the closing price of $47.10per share on December 31, 2012 by the number of unvested RSUs that would vest upon a change of control or qualifying termination of employment. In the case of option awards, the equity value was determined by multiplying (i) the spread between the exercise price and the closing price of $47.10 per share on December 31, 2012 and (ii) the number of unvested option shares that would vest upon a change of control or qualifying termination of employment.

(2) The calculation with respect to unvested equity awards reflects the following additional assumptions under Mr. Thierer's equity award agreements or employment agreement, as applicable:

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Event	Unvested Stock Options	Unvested RSUs (Time-Based Vesting)	Unvested RSUs (Performance-Based Vesting)
Change of Control	Vest in full.	Vest in full.	Vest at “target” achievement level.
Termination Arising Out of a Change of Control (as defined in the employment agreement)	Vest in full.	Vest in full.	Vest at “target” achievement level.
Disability or Death	Vest in full.	Vest in full.	Vest based on actual performance to date of termination.
Termination Without Cause	Vest in full.	Vest in full.	Vest based on actual performance to date of termination.
Resignation for Good Reason	Vest in full.	Vest in full.	Vest based on actual performance to date of termination.
Other Termination Events	Forfeit.	Forfeit.	Forfeit.

(3) The calculation with respect to unvested equity awards reflects the following additional assumptions under Mr. Park's equity award agreements or employment agreement, as applicable:

Event	Unvested Stock Options	Unvested RSUs (Time-Based Vesting)	Unvested RSUs (Performance-Based Vesting)
Change of Control	Vest in full.	Vest in full.	Vest at “target” achievement level.
Termination Arising Out of a Change of Control (as defined in the employment agreement)	Vest in full.	Vest in full.	Vest at “target” achievement level.
Disability or Death	Vest in full.	Vest in full.	Vest based on actual performance to date of termination.
Termination Without Cause	Vest in full.	Vest in full.	Vest based on actual performance to date of termination.
Other Termination Events	Forfeit.	Forfeit.	Forfeit.

(4) The calculation with respect to unvested equity awards reflects the following additional assumptions under the NEO's equity award agreements or employment agreement, as applicable:

Event	Unvested Stock Options	Unvested RSUs (Time-Based Vesting)	Unvested RSUs (Performance-Based Vesting)
Change of Control	Vest in full.	Vest in full.	Vest at “target” achievement level.
Disability or Death	Forfeit.	Vest in full.	Vest based on actual performance to date of termination.
Termination Without Cause	Forfeit.	Forfeit.	Vest based on actual performance to date of termination.
Other Termination Events	Forfeit.	Forfeit.	Forfeit.

(5) Pursuant to the agreements, the Company will make payment of COBRA insurance continuation benefits on behalf of Messrs. Thierer and Park, their spouses and dependents for 18 months following termination totaling an estimated $35,000 for each executive.

(6) Except as provided in footnote (5), these payments represent gross-up payments for the excise tax incurred under Section 4999 of the Internal Revenue Code of 1986, as amended. These amounts are provided for in the employment agreements with the executives and were calculated in accordance with Sections 280G and 4999 of the Internal Revenue Code. The tax gross-up calculations assume a blended effective tax rate of approximately 37% and a 20% excise tax incurred on excess parachute payments. These amounts are estimates and subject to change. In the event of a change of control, the executive would be entitled to tax gross-up payments for the accelerated vesting of the executive's outstanding equity as well as tax gross-up payments for severance benefits payable in connection with a termination arising out of a change of control.

(7) Upon entering into the Bates Separation Agreement, the Company is required to provide Mr. Bates with a payments totaling $895,000, less all required tax withholdings pursuant to a 24-month payment schedule. All stock options and restricted stock units granted to Bates that remain unvested as of Bates’ last day of employment expired as of the Separation Date.

Under the employment agreements, a change of control is generally defined to include (i) the acquisitions by someone other than the Company of more than 50% of the voting power of the outstanding common shares, (ii) the approval of a merger, consolidation, recapitalization, reorganization, reverse stock split or consummation of any other corporate transaction requiring shareholder approval other than a transaction that would result in at least 75% of the total voting power continuing to be held by at least 75% of the Company's shareholders prior to such

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corporate transaction, or (iii) shareholder approval of a complete liquidation of the Company or an agreement for the sale of all or a substantial portion of the assets of the Company. Under Messrs. Thierer's and Park's employment agreements, a Termination Arising Out of a Change of Control is generally defined as the resignation of the executive, termination by the Company for any reason within 12 months of a change of control. Under the employment agreements for Messrs. Romza, Saban and Berman, a Termination Arising Out of a Change of Control generally occurs if the executive is not offered or retained in his current or a comparable position.

Under the equity award agreements, a change of control is generally defined to include (i) the acquisition by a person or entity of 50% of either the outstanding shares of the Company or the combined voting power of such shares, with certain exceptions; (ii) an unapproved change in a majority of the Board members; (iii) certain corporate restructurings, including certain mergers or consolidations; and (iv) the consummation of a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company, subject to certain exceptions.

Under Mr. Thierer's employment agreement, a resignation for good reason is generally defined as a voluntary termination within 90 days after the Company's breach of the employment agreement, the executive is assigned duties that are inconsistent with his position or significantly diminish his responsibilities, the relocation of the executive or the material diminution of executive's annual base compensation.

Please see the narrative following the Summary Compensation Table and Grants of Plan-Based Awards Table above for a description of the terms of employment agreements the Company has entered into with each NEO as well as the material terms of the 2012 long-term incentive awards.

Compensation of Directors

During 2012, under the Company's director compensation program each non-management director received an annual retainer of $50,000, the Lead Independent Director received a fee of $75,000, the Chairman of the Audit Committee received a fee of $20,000, the Chairman of the Compensation Committee received a fee of $15,000, the Chairman of the Nominating and Corporate Governance Committee received a fee of $5,000 and each committee member received a fee of $5,000 for each committee in which the director serves. Directors are also reimbursed for travel expenses incurred in connection with their respective attendances. In 2012, each non-management director received an annual time-based RSU grant, which vests in half increments annually on each grant date anniversary. Directors who are also members of management do not receive director's fees.

Effective January 1, 2013, the following changes were made to the director compensation program: (i) the annual cash retainer was increased from $50,000 to $75,000; and (ii) the audit committee and compensation committee retainers were increased to $10,000 and $7,500, respectively. In addition, the stock ownership guideline applicable to non-employee directors was increased from four times the annual cash retainer to five times the annual cash retainer.

The following table sets forth the compensation paid to the directors of the Company during the fiscal year ended December 31, 2012:

Name	Fees Earned or Paid in Cash		Option Awards		Stock Awards (4)		Total Compensation
Peter J. Bensen	$	67,500	$	—	$	185,063	$	252,563
Steven D. Cosler	$	137,500	$	—	$	185,063	$	322,563
William J. Davis	$	67,500	$	—	$	185,063	$	252,563
Steven B. Epstein (1)	$	30,000	$	—	$	228,769	$	258,769
Betsy D. Holden (1)	$	12,500	$	—	$	46,260	$	58,760
Karen L. Katen (1)	$	12,500	$	—	$	46,260	$	58,760
Harry M. Kraemer (1)	$	30,000	$	—	$	236,723	$	266,723
Anthony R. Masso	$	60,000	$	—	$	185,063	$	245,063
Philip R. Reddon (2) (3) (5)	$	37,500	$	—	$	663,149	$	700,649
Curtis J. Thorne (2) (5)	$	30,000	$	—	$	663,149	$	693,149

(1) These directors were appointed to the Board of Directors during 2012.

(2) These directors retired from the Board of Directors during 2012.

(3) Mr. Reddon is an officer of Covington Capital Corporation, which manages or advises various funds which beneficially owns common shares of the Company. Due to this relationship, Mr. Reddon passes any fees or equity awards received from the Company directly to Covington Capital Corporation.

(4) The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 10 to the Consolidated Financial Statements in Item 8 of the Company's Annual Report on Form 10-K for more information on the relevant assumptions used in calculating these amounts.

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(5) In connection with Messrs. Reddon and Thorne's retirement, the Company modified the vesting terms of their outstanding RSU award agreements to accelerate the vesting of their unvested awards upon retirement. The Company made this modification in recognition of their long tenure with the Company and excellent service they brought to the Company. The amount reported for Mr. Reddon and Mr. Thorne includes the incremental fair value, calculated in accordance with FASB ASC Topic 718, associated with the modification of their unvested awards.

The aggregate number of equity awards outstanding as of December 31, 2012 for each of the directors noted above are as follows:

Name	Aggregate Option Awards Outstanding (#)	Aggregate RSU Awards Outstanding (#)
Peter J. Bensen	—	5,250
Steven D. Cosler	7,500	13,676
William J. Davis	—	13,676
Steven B. Epstein	—	5,250
Betsy D. Holden	—	937
Karen L. Katen	—	937
Harry M. Kraemer	—	5,250
Anthony R. Masso	20,000	13,676
Philip R. Reddon	—	—
Curtis J. Thorne	—	—

2. Advisory Vote to Approve Named Executive Officer Compensation

The Company asks that you indicate your approval of the compensation of our NEOs as disclosed in this Proxy Circular and Proxy Statement under the heading “Executive Compensation.” The Company is providing this vote as required by Section 14A of the Securities Exchange Act of 1934, as amended.Section 14A was added to the Exchange Act by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The advisory vote on executive compensation is a non-binding vote on the compensation of the Company's named executive officers, as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this Proxy Circular and Proxy Statement. The advisory vote on executive compensation is not a vote on the Company's general compensation policies or the compensation of the Company's Board of Directors. The Dodd-Frank Act requires the Company to hold the advisory vote on executive compensation at least once every three years.

At the Company's 2011 annual and special meeting of shareholders, the Company's shareholders approved, on an advisory basis, the compensation of the Company's named executive officers and approved, on an advisory basis, the holding of an advisory vote every year on compensation of the Company's named executive officers. After considering the shareholder voting results, the Compensation Committee recommended and the Board of Directors of the Company approved that the Company hold an annual shareholder advisory vote on the compensation of our NEOs until the next required advisory vote on the frequency of the shareholder vote on executive compensation.

Therefore, the Board of Directors is asking you to approve the compensation of our NEOs as disclosed under the heading “Compensation Discussion and Analysis,” the compensation tables and any related material contained in this Proxy Circular and Proxy Statement through the following resolution:

“Resolved, that the shareholders approve the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and any related narrative contained in this Proxy Circular and Proxy Statement.”

Because your vote on executive compensation is a non-binding advisory vote, it will not be binding on the Board of Directors. However, the Board of Directors and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.

As disclosed under the heading "Compensation Discussion and Analysis," the Company designs its compensation programs to maintain a performance and achievement-oriented environment throughout the Company. The goals of the Company's executive compensation program are to:

• Motivate executives to achieve business objectives in order to maximize shareholder value over the long-term;

• Attract and retain highly qualified executives to ensure that the long-term financial objectives of the Company are met; and

• Provide incentives and reward each executive for his or her contributions to the Company.

Consistent with these goals and also as disclosed in the Compensation Discussion and Analysis, the Board has developed and approved the following executive compensation philosophy to provide a framework for the Company's executive compensation program:

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• Base salaries should be sufficient to attract and retain qualified management talent, without exceeding competitive practices at similar companies in the healthcare services and healthcare information technology markets;

• Bonus and incentive programs should provide opportunity for significant increases in compensation based on meeting or exceeding pre-determined Company and individual performance targets;

• A substantial portion of total long-term compensation should reflect performance on behalf of the Company's shareholders, as measured by increases in the value of the Company's shares; and

• Compensation should be weighted to reflect the performance of the Company compared to its stated goals and relative to selected competitors taking into consideration, metrics such as, but not limited to, sales growth and EPS growth.

Vote Required and Board Recommendation

If a quorum is present, in order to approve the non-binding advisory vote on executive compensation, a majority of the shares present in person or by proxy at the Meeting and entitled to vote on such proposal must vote in favor of it. A shareholder abstention will have the effect of a vote against the approval of the proposal, but a broker non-vote will have no effect.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY CIRCULAR AND PROXY STATEMENT UNDER THE HEADING “EXECUTIVE COMPENSATION.”

3. Appointment of Independent Registered Public Accountants

KPMG LLP (“KPMG”) has been the Company's independent registered public accountant since June 23, 2008. At the Meeting, holders of the common shares will be requested to re-appoint KPMG to serve as the independent registered public accountants of the Company until the next annual meeting of shareholders or until a successor is appointed and to authorize the Board to fix KPMG's remuneration and terms of engagement. We expect that representatives of KPMG will attend the meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions.

In addition to retaining KPMG to audit our financial statements and the effectiveness of internal control over financial reporting, we engage them from time to time to perform other services. The table below shows the total fees billed by KPMG LLP for their services to us in 2012 and 2011:

Fee Type	2012		2011
Audit fees (1)	$	2,485,000	$	1,165,000
Audit related fees (2)	412,000		39,000
Tax fees	—		—
All other fees	19,000		17,000
Total	$	2,916,000	$	1,221,000

(1) Audit fees consist of fees for professional services rendered for the audit of the Company's annual consolidated financial statements and the effectiveness of internal control over financial reporting and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings.

(2) Audit-related fees consist of professional services with respect to acquisitions, public offerings and other attestation-related matters.

The Audit Committee has determined that the provision of the non-audit services described above is compatible with maintaining the independence of KPMG.

The Audit Committee has adopted a policy requiring pre-approval by the Audit Committee of all services (audit and non-audit) to be provided to us by our independent registered public accounting firm. In accordance with that policy, the Audit Committee has given its pre-approval for the provision of all audit and review services to be performed by KPMG for 2013. All other services must be specifically pre-approved by the Audit Committee or by a member of the Audit Committee to whom the authority to pre-approve the provision of services has been delegated. At no time since the beginning of the Company's most recently completed fiscal year has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board.

As with the election of directors, pursuant to Yukon corporate law and the related regulations, there is in effect a plurality vote standard for the appointment of auditors. Accordingly, KPMG will be appointed as independent registered public accountants of the Company unless one or more additional nominees are proposed and one of such additional nominees receives a greater number of votes than KPMG.

The Board of Directors and the Audit Committee recommend a vote “FOR” the appointment of KPMG as independent registered public accountants of the Company until the next annual meeting of shareholders or until a successor is appointed. In the absence of a contrary

33

instruction, the persons designated in the enclosed form of proxy intend to vote FOR the appointment of KPMG to serve as independent registered public accountants of the Company until the next annual meeting of shareholders or until a successor is appointed.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process on behalf of the Board of Directors. The Audit Committee consists of three independent directors. Its duties and responsibilities are set forth in a written charter that is attached as Appendix B hereto.

In the course of fulfilling its responsibilities during fiscal year 2012, the Audit Committee has:

• reviewed and discussed with management the audited financial statements for the year ended December 31, 2012;

• discussed with representatives of the independent registered public accountants the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T;

• received the written disclosures and the letter from the independent registered public accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant's communications with the Audit Committee concerning independence; and

• discussed with the independent registered public accountant its independence from the Company and management.

Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements referred to above be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

AUDIT COMMITTEE

William J. Davis, Chair

Betsy D. Holden*

Harry M. Kraemer*

* Ms. Holden was appointed to our Board of Directors in December 2012, and Mr. Kraemer was appointed to our Board of Directors in July 2012.

4. Other Matters

The Company knows of no other matters to be submitted to the shareholders at the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the common shares they represent in accordance with their judgment on such matters.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires executive officers, directors and beneficial owners of more than 10% of our common shares to file reports of ownership and changes of ownership of our common shares with the SEC. Based on a review of copies of these reports and amendments provided to us and written representations from executive officers and directors, the Company believes that, during 2012, our directors, executive officers and 10% beneficial owners complied with all applicable Section 16(a) reporting requirements, except that, one Form 4 report for Mr. Park was filed late in November 2012 (relating to the exercise of options and sale of shares pursuant to a Rule 10b5-1 trading plan).

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Overview

The Company's Board of Directors and senior management consider good corporate governance to be central to the effective and efficient operation of the Company and key to the Company's relationship with its shareholders. Through the Nominating and Corporate Governance Committee, the Board of Directors reviews, evaluates and modifies its governance program. The Board of Directors is satisfied that the Company's governance plan is consistent with legal and stock exchange requirements.

It is the policy of the Company that all disclosures made by the Company to its security holders and to the public generally should be accurate and complete in all material respects, should fairly present the Company's financial condition and the results and current status of its operations, and should be made on a timely basis as required by applicable law and stock exchange requirements.

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Board of Directors

Board Composition and Director Independence

From January 2012 until July 2012, the members of our Board of Directors were Mark A. Thierer, Peter J. Bensen, Steven D. Cosler, William J. Davis, Anthony R. Masso, Philip R. Reddon and Curtis Thorne. In July 2012, Messrs. Reddon and Thorne retired from the Board of Directors, and Harry M. Kraemer was appointed to serve as a director until the next annual meeting of shareholders. In August 2012, Steven B. Epstein was appointed to serve as a director until the next annual meeting of shareholders. In addition, in December 2012, Betsy D. Holden and Karen L. Katen were appointed to serve as directors until the next annual meeting of shareholders.

The current members of our Board of Directors are Mark A. Thierer, Peter J. Bensen, Steven D. Cosler, William J. Davis, Steven B. Epstein, Betsy D. Holden, Karen L. Katen, Harry M. Kraemer, and Anthony R. Masso. The Board of Directors considered all relevant facts and circumstances in assessing director independence and affirmatively determined that a majority of its members are independent, namely Peter J. Bensen, Steven D. Cosler, William J. Davis, Steven B. Epstein, Betsy D. Holden, Karen L. Katen, Harry M. Kraemer and Anthony R. Masso are each independent as defined in the listing standards of the Nasdaq Stock Market and in National Instrument 52-110, Audit Committees (“NI 52-110”). Philip R. Reddon and Curtis J. Thorne, during their service as members of our Board of Directors during 2012, were also independent as defined in such listing standards. Mark Thierer, as the chief executive officer of the Company, is not considered to be an independent director. There were no transactions, relationships or arrangements with respect to any independent director that required review by the Board for purposes of determining director independence.

Each director of the Company must disclose all actual or potential conflicts of interest and refrain from voting on matters in which such director has a conflict of interest. In addition, the director must excuse himself or herself from any discussion or decision on any matter in which the director is precluded from voting as a result of a conflict of interest. Certain of our directors are directors of other reporting issuers (or the equivalent thereof), as disclosed in this Proxy Circular and Proxy Statement under “Matters to be Acted Upon at the Meeting - Election of Directors.”

Board Leadership

Currently, Mr. Thierer holds the joint roles of Chairman of the Board of Directors and Chief Executive Officer of the Company. The Chairman of the Board is responsible for overseeing the performance by the Board of its duties, for communicating periodically with Board Committee chairs regarding the activities of their respective Committees and for overseeing the management of the Company's business. Our independent directors have also designated a Lead Independent Director, who presides over regular sessions of the independent directors and provides leadership to the Board when circumstances arise in which the joint roles of the Chairman and CEO may be, or may be perceived to be, in conflict. Currently, Mr. Cosler has been designated Lead Independent Director. In appointing Mr. Thierer as Chairman of the Board, the independent directors have concluded that the most effective leadership structure for the Company at the present time is for Mr. Thierer to serve as both Chairman and CEO. The independent directors made this determination in light of Mr. Thierer's service to the Company and varied experiences within the Company's industry, which enable him to bring to the Board a broad and uniquely well-informed perspective of the Company's business and operations, as well as substantial insight into the trends and opportunities that can affect the Company's future. In addition, the independent directors believe that having Mr. Thierer hold the joint Chairman and CEO role is an appropriate structure in that it promotes unified leadership and direction for the Company, allowing for a single, clear focus for management to execute the Company's strategy and business plans. The independent directors also noted the appointment of Mr. Cosler as the Lead Independent Director and the substantial majority of the Board being comprised of independent directors in making their determination. Additionally, the Board believes that having a Lead Independent Director as part of its leadership structure promotes greater management accountability and ensures that directors have an independent contact on matters of concern to them.

During 2012, the Board of Directors and its Committees met as necessary in the absence of the CEO and other members of management including sessions with only the external auditors present. At each of the 10 Board meetings in 2012, there was a session at which all management, including the CEO, were excused.

Board's Role in Risk Oversight

The Board regularly devotes time during its meetings to review and discuss the significant risks facing the Company and management's process for identifying, prioritizing and responding to those risks. The Audit Committee assists the Board in discharging its duties with respect to risk assessment and risk management. In connection with the Audit Committee's review of all critical accounting policies and practices with the Company's external auditor and management, the Audit Committee reviews the impact on the Company of significant risks and uncertainties. In addition, pursuant to the Audit Committee Charter, the Audit Committee must work with management to ensure that management has designed an effective system of internal controls and disclosure controls and procedures, which is a necessary component of the Company's risk management system. Finally, the Audit Committee is also responsible for the oversight of the Company's compliance with legal and regulatory requirements, which represent many of the most significant risks the Company faces.

Risk Management and Compensation

The Company compensates its employees with base salaries along with incentive programs designed to encourage behavior which is supportive of the long-term interests of the corporation. In 2012, the Company performed a comprehensive review of its compensation policies and programs to determine whether such policies and programs encourage unnecessary or inappropriate risk-taking by the Company's employees.

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In connection with this review, management and our independent compensation consultant, The Delves Group, reviewed the risks associated with the Company's compensation policies and programs, including risks under the Company's various incentive programs associated with the form in which compensation is paid (i.e., fixed v. variable), performance metrics, payout opportunities as well as payment timing and adjustment provisions. Based on this review, the Company concluded that the risks arising from these programs are not reasonably likely to have a material adverse effect on the Company.

Meeting Attendance

During the fiscal year ended December 31, 2012, the Board of Directors held 10 meetings. All directors attended at least 75% or more of the aggregate of the meetings of the Board and of the committees, on which they served, held during the period for which they were directors or committee members, respectively. We encourage, but do not require, our Board members to attend annual meetings of shareholders. Mr. Thierer attended our Annual Meeting of Shareholders in May 2012 and our Special Meeting of Shareholders in July 2012 held in connection with the Catalyst merger.

The following chart shows the attendance record of each director at Board meetings held since January 1, 2012:

Board Meeting Date	P. Bensen	S. Cosler	W. Davis	S. Epstein(2)	B. Holden(2)	H. Kraemer(2)	K. Katen(2)	A. Masso	P. Reddon(1)	M. Thierer	C. Thorne(1)
3/6/2012	X	X	X					X	X	X	X
3/20/2012	X	X						X	X	X	X
4/16/2012	X	X	X					X	X	X	X
4/17/2012	X	X	X					X	X	X	X
4/28/2012	X	X	X					X	X	X	X
5/10/2012		X	X						X	X
6/6/2012	X	X	X					X	X	X	X
7/1/2012	X	X	X					X	X	X	X
9/5/2012	X	X	X	X		X		X		X
12/12/2012	X	X	X	X	X	X	X	X		X
3/6/2013	X	X	X	X	X	X	X	X		X

X-Attended the meeting

(1) These directors retired from the Board of Directors in 2012

(2) These directors were appointed to the Board of Directors in 2012

Corporate Governance Guidelines

The Board of Directors is responsible to supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. The Board of Directors has adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities. These guidelines, which were adopted in December 2012 in lieu of a Board mandate, reflect the Board's commitment to monitor the effectiveness of policy and decision-making at both the Board and management levels, with the objective of enhancing shareholder value over the long term. A copy of the Corporate Governance Guidelines are attached as Appendix A to this Proxy Circular and Proxy Statement and are also available without charge through the “Investor Info, Corporate Governance” section of the Company's website located at www.catamaranrx.com, or by writing to the attention of the Corporate Compliance Officer at 2441 Warrenville Road, Suite 610, Lisle, IL 60532.

Position Descriptions

The Board has not developed specific written position descriptions for the Chairman of the Board or the Chair of each Board committee. The Board of Directors has adopted a written charter for each of its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Board of Directors believes that these charters adequately delineate the roles of the chairs of such committees. Although written position descriptions have not been adopted, the Chairman of the Board and each Committee Chair are aware that the roles and responsibilities of such positions include:

• presiding over meetings;

• planning and organizing Board/committee activities;

• providing leadership to enhance effectiveness;

• ensuring responsibilities are well understood by Board/committee members and management, and that the boundaries between Board and management responsibilities are clearly understood and respected;

• ensuring that adequate resources are available, including timely and relevant information, to allow the Board/committee to meet its responsibilities; and

• reporting to the full Board on decisions or recommendations made by a committee.

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The Board of Directors has not developed a written position description for the Chief Executive Officer. The Board annually reviews the Chief Executive Officer's goals and objectives for the upcoming year.

Board Committees

Board committees help the Board run effectively and efficiently, but do not replace the oversight of the Board as a whole. In December 2012, the Board approved the merger of the existing Nominating and Corporate Governance Committees into a single standing committee of the Board. As a result, there are currently three principal Board committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The Board of Directors also, from time to time, appoints ad-hoc committees to report to the Board of Directors on specific matters as they arise. In addition, at each regularly scheduled Board meeting, a member of each committee reports on any significant matters addressed by the committee since the last Board meeting. Each committee performs an annual self-assessment to evaluate its effectiveness in fulfilling its obligations.

Each committee meets regularly and operates under a written charter that has been approved by the Board. Each committee charter sets forth the duties of the particular Board committee and authorizes each Board committee to retain, at the Company's expense, outside advisors as such committee deems necessary for the fulfillment of its responsibilities. The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee Charters are available without charge through the “Investor Info, Corporate Governance” section of the Company's website located at www.catamaranrx.com, or by writing to the attention of the Corporate Compliance Officer at 2441 Warrenville Road, Suite 610, Lisle, IL 60532. In addition, a copy of the Audit Committee Charter is attached as Appendix B to this Proxy Circular and Proxy Statement.

Audit Committee

The Company has a separately designated Audit Committee that assists the Board of Directors in its oversight of our compliance with all applicable laws and regulations related to financial reporting, which includes oversight of the quality and integrity of our financial reporting, internal controls and audit functions, and is directly and solely responsible for the appointment, retention, compensation and monitoring of the performance of our independent registered public accounting firms, including the services and scope of their audit. The Audit Committee meets at least quarterly with our management and independent public accountants to, among other things, review the results of the annual audit and quarterly reviews, discuss the financial statements, assess management performance and procedures in connection with financial controls and receive and consider comments as to internal controls. The Audit Committee meets at least quarterly and additional meetings are held as deemed necessary by the Committee Chair or as requested by any Committee member. The Audit Committee met five times in 2012.

From January 2012 through July 2012, the audit committee was comprised of Mr. Reddon (Committee Chairman), Mr. Davis and Mr. Thorne. Messrs. Reddon and Thorne retired from the Board in July 2012. Currently, the Audit Committee is comprised of Mr. Davis (Committee Chairman), Ms. Holden and Mr. Kraemer. The Board of Directors has determined that all members of the Audit Committee (including Messrs. Reddon and Thorne prior to their resignations in July 2012) are independent under the Nasdaq Stock Market rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and NI 52-110, and are financially literate. In addition, our Board has determined that each of Mr. Davis, the Chairman of the Audit Committee, and Mr. Kraemer qualifies as an “audit committee financial expert” within the meaning of Section 407 of the Sarbanes-Oxley Act of 2002 and the related SEC rules promulgated thereunder. Shareholders should understand that this designation is an SEC disclosure requirement relating to Mr. Davis' and Mr. Kraemer's experience and understanding of certain accounting and auditing matters, which the SEC has stated does not impose on the director so designated any additional duty, obligation or liability than otherwise is imposed generally by virtue of serving on the Audit Committee and/or the Board of Directors. Please refer to the “Election of Directors” narrative for further information on the Audit Committee members' background and experience that is relevant to their performance of responsibilities as an audit committee member. For a description of the external auditor service fees, and the policies and procedures for the engagement of non-audit services, please refer to the section captioned “Matters to be Acted Upon at the Meeting-Appointment of Independent Registered Public Accountants” in this Proxy Circular and Proxy Statement.

Compensation Committee

The purpose of the Compensation Committee is to assist the Board in discharging its overall responsibilities relating to the compensation of its directors, executive officers and other senior management, as well as the administration of the Company's equity-based compensation plans. Among other things, the Compensation Committee is responsible for: (i) reviewing the compensation practices and policies of the Company to ensure they are competitive and that they provide appropriate motivation for corporate performance and increased shareholder value; (ii) oversight of the administration of the Company's compensation programs, including equity-based compensation programs, and making recommendations to the Board regarding their adoption, amendment or termination; (iii) annually reviewing the annual base salary and bonus targets for senior executives of the Company other than the CEO; (iv) reviewing annual corporate goals and objectives for the CEO and evaluating the CEO's performance and based on this evaluation, annually reviewing the CEO's annual base salary, bonus and any equity grants or other awards; and (v) reviewing the adequacy and format of compensation to directors in light of the responsibilities and risks associated with directorship. The Compensation Committee meets at least once a year and additional meetings are held as deemed necessary by the Committee Chair or as requested by any Committee member. The Compensation Committee met once in 2012.

The Compensation Committee has authorized the CEO to grant and allocate equity awards in two circumstances. The first relates to the annual equity award allocation to employees. This allocation is submitted to the Compensation Committee for consideration and comment and specifically lists recipients and a proposed allocation. The second circumstance is that the CEO is authorized to grant equity awards to newly hired employees provided that:

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(1) the number of equity awards granted to new employees is reasonably consistent with past practice in terms of the number granted to an employee in the position and with the responsibility of the new employee; and

(2) such authority does not extend to new employees who are senior officers that directly report to the CEO or CFO of the Company.

The Chief Executive Officer in consultation with the Chief Financial Officer and Human Resources will consider the position, requirements, seniority, employment, and market conditions when deciding the equity awards to be recommended to be granted to new employees.

From January 2012 until December 2012, the Compensation Committee was comprised of Mr. Cosler (Committee Chairman), Mr. Bensen and Mr. Masso. On December 10, 2012, Ms. Katen replaced Mr. Cosler as a member of the Compensation Committee, and Mr. Bensen became Committee Chairman. Currently, the Compensation Committee is composed of Mr. Bensen (Committee Chairman), Mr. Masso and Ms. Katen. Each member of the Compensation Committee (including Mr. Cosler prior to his resignation from the Compensation Committee in December 2012) is independent under the heightened independence standards applicable to Compensation Committee members under the Nasdaq Stock Market rules and Rule 10C-1 under the Exchange Act and under NI 52-110. In addition, each member of the Compensation Committee also meets the definitions of “outside director” under Section 162(m) of the Internal Revenue Code and “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee is to (i) identify, evaluate and recommend individuals qualified to become members of the Board, consistent with criteria approved by the Board, (ii) select, or recommend that the Board select, the director nominees to stand for election at each annual meeting of shareholders of the Company or to fill vacancies on the Board, and (iii) oversee the annual performance evaluation of the Board and its committees and management. The Committee shall also recommend directors eligible to serve on all committees of the Board. The Nominating and Corporate Governance Committee meets at least once a year and additional meetings are held as deemed necessary by the Committee Chair or as requested by any Committee member. The Nominating Committee met twice in 2012 and once subsequent to the merger with the Corporate Governance Committee.

From January 2012 until December 2012, the Nominating Committee was comprised of Mr. Cosler (Committee Chairman), Mr. Bensen and Mr. Masso. From January 2012 until July 2012, the Corporate Governance Committee was comprised of Mr. Davis (Committee Chairman), Mr. Reddon and Mr. Thorne. Messrs. Reddon and Thorne retired from the Board in July 2012. On December 10, 2012, the Board authorized and approved the merger of the existing Nominating and Corporate Governance Committees into a single standing committee of the Board. The Nominating and Corporate Governance Committee is currently comprised of Mr. Cosler (Committee Chairman), Mr. Epstein and Ms. Holden. Each member of the Nominating Committee (including Messrs. Bensen, Davis, Masso, Reddon and Thorne prior to the merger of the Nominating and Corporate Governance Committees in December 2012) is independent under the Nasdaq Stock Market rules and NI 52-110.

Nomination of New Directors. The Nominating and Corporate Governance Committee works with the Board on an annual basis to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members. In evaluating the suitability of individual Board members, the Board takes into account many factors, including (i) characteristics such as diversity, experience, integrity and judgment, (ii) the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess, (iii) the competencies and skills that the Board considers each existing director to possess and (iv) the competencies and skills each new nominee will bring to the Board. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment, using its experience. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director's past attendance at meetings and participation in and contributions to the activities of the Board. In addition, the Nominating and Corporate Governance Committee will make recommendations to the Board regarding changes to the size and composition of the Board or any committee thereof from time to time with a view to effective decision making.

In identifying potential director nominees, the Nominating Committee considers Board candidates identified through a variety of methods and sources. These include suggestions from committee members, other directors, senior management, shareholders and other interested parties in anticipation of director elections and other potential Board vacancies. The Nominating Committee has sole authority to retain director search firms, as well as other advisors, to assist in identifying and evaluating possible director nominees. The Nominating Committee also considers Board candidates recommended by shareholders of the Company. Shareholders who wish to recommend a person for election to the Company's Board may submit such person's name, background, qualifications, and consent to be named in the proxy circular and proxy statement and to serve as a director if elected, in writing to our Corporate Secretary for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider and evaluate such person as a possible nominee in the same manner as it considers all other potential candidates. To permit sufficient time for such consideration and evaluation, shareholders should make Board candidate submissions by December 31 in each year, prior to the holding of the next shareholders' meeting.

Assessments; Director Orientation and Continuing Education.The Nominating and Corporate Governance Committee: (i) annually reviews and assesses the effectiveness of the Board as a whole, individual directors, the membership of the Board committees, the Board committee charters and activities of each committee and the contribution of individual directors and will make such recommendations to the Board arising out of such review as it deems appropriate; (ii) administers an annual self-evaluation process to determine whether the Board and its committees are functioning effectively and reports the results of the self-evaluation process to the Board; (iii) annually reviews and assesses

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Company management's succession planning and will report to the Board any action it deems necessary or appropriate; and (iv) is responsible for developing and overseeing an orientation program for new directors and a continuing education program for all directors. Upon joining the Board, new directors are provided with customized presentations, investor packages, product literature and director insurance information. The information and presentations are tailored for each director depending on their familiarity with the operations of the Company and the industry generally.

Code of Business Conduct and Ethics

The directors of the Company have adopted a written Code of Business Conduct and Ethics (the “Code”) that applies to all directors, officers and employees of the Company. A copy of the Code of Business Conduct and Ethics can be obtained on our website at www.catamaranrx.com or from the Corporate Compliance Officer at 2441 Warrenville Road, Suite 610, Lisle, IL 60532. The directors are responsible for monitoring compliance with the Code. To facilitate this, the Code encourages all Company personnel to promptly report any problems or concerns and any actual or potential violations of the Code. Concerns or complaints can be reported on an anonymous basis in writing to the Ethics and Compliance Hotline, and concerns and complaints can also be reported to the Corporate Compliance Officer.

The Board expects its directors, officers and employees to act ethically at all times and to acknowledge their adherence to the policies comprising the Code. Any material issues regarding compliance with the Code are brought forward by the Corporate Compliance Officer at either the Board or appropriate Board committee meetings, The Board and/or appropriate committee determine what remedial steps, if any, are required. A waiver of the Code will be granted only in exceptional circumstances, any waivers or amendments to the Code will be promptly posted to our website at www.catamaranrx.com. Any waiver must be approved by the Board if it involves a director or executive officer or the CEO if it involves any other corporate representative. No waiver has ever been granted under the Code.

The Company has also adopted a Disclosure Policy, an Insider Trading Policy and a Whistleblower Policy (collectively, the “Policies”). Copies of the Policies can be obtained without charge from the Corporate Compliance Officer at 2441 Warrenville Road, Suite 610, Lisle, IL 60532. The directors of the Company encourage and promote an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations, providing guidance to employees, directors and officers to help them recognize and deal with ethical issues, promoting a culture of open communication, honesty and accountability and ensuring awareness of disciplinary action for violations of ethical conduct.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets out information as of December 31, 2012 with respect to the compensation plans under which equity securities of the Company are authorized for issuance.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Equity Awards	Weighted Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders (1)	2,833,512	(2	)	6,592,661
Equity compensation plans not approved by security holders (3)	246,974	—		1,127,090

(1) The Long Term Incentive Plan ("LTIP") provides for the grant of stock option awards, stock appreciation rights ("SARs,") restricted stock awards, restricted stock unit awards ("RSU"), performance awards and other stock-based awards to eligible persons, including executive officers and directors of the Company. Any full-value awards (i.e., any awards other than stock options or SARs) granted under the LTIP are counted as 1.79 shares for every one share granted for the purpose of determining the number of remaining common shares available for future issuance under the LTIP.

(2) At December 31, 2012, the Company had outstanding 45,574 options denominated in Canadian dollars with a weighted average exercise price of Cdn$3.53. There are 1,413,408 options outstanding that are denominated in U.S. dollars with a weighted average exercise price of $21.18. The remaining 1,374,530 securities outstanding are unvested RSUs with a weighted average grant date fair value of $27.10 per unit.

(3) In connection with the completion of the Catalyst merger on July 2, 2012, the Company assumed the 2003 HealthExtras, Inc. Equity Incentive Plan (the “Catalyst 2003 Plan”) and the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan (the “Catalyst 2006 Plan” and, together with the 2003 Plan, the “Catalyst Plans”).  Although the former public stockholders of Catalyst approved the Catalyst Plans, the Company's stockholders have not approved the Catalyst Plans. New awards under the Catalyst Plans may not be made to any persons who were employees of Catamaran (formerly SXC Health Solutions) and its subsidiaries at the time of the completion of the Catalyst merger. The Catalyst 2003 Plan terminated on March 4, 2013, and the Catalyst 2006 Plan will terminate on April 7, 2020. Currently, the Company's Board of Directors may terminate or amend the Catalyst Plans at any time, subject to applicable NASDAQ and TSX stockholder approval requirements. The Catalyst 2003 Plan provides for the grant of stock options and restricted stock awards, and the Catalyst 2006 Plan provides for the grant of stock options, SARs, restricted stock awards, RSU awards, performance awards and other stock-based awards. Any full-value awards (i.e., any awards other than stock options or SARs) granted under the Catalyst 2006 Plan are counted as 1.45 shares for every one share granted for the purpose of determining the number of remaining common shares available for future issuance under the Catalyst 2006 Plan. The Company's Compensation Committee has

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the exclusive authority to administer the Catalyst Plans, including the power to determine eligibility, the types and sizes of awards, the price and timing of awards and the acceleration or waiver of any vesting restriction. At December 31, 2012, the Company had outstanding 246,974 unvested RSUs under the Catalyst 2006 Plan with a weighted average grant date fair value of $45.13 per unit.

Summary of Terms and Conditions of the Equity Compensation Plans

As of March 25, 2013, the limit of shares approved for issuance under the LTIP, the Catalyst plans and the Company's prior stock option plan is 30,122,014 (representing 15% of the Company's common shares outstanding as of the Record Date) of which 28,529,351 common shares have been issued (or 14 % of the Company's common shares outstanding as of the Record Date), options in the amount of 1,689,126 remain outstanding (or 1% of the Company's common shares outstanding as of the Record Date), RSUs in the amount of 3,125,324 remain outstanding (assuming issuance based on 1.79 shares and 1.45 shares for each outstanding RSU under the LTIP and Catalyst plans, respectively, representing 2% of the Company's common shares outstanding as of the Record Date), leaving 7,752,453 (or 4% of the Company's common shares outstanding as of the Record Date) available for future grant of options or RSUs under the LTIP and the Catalyst plans. There are no shares available for issuance under the Company's prior stock option plan.

(1)LTIP

Effective as of March 11, 2009, the Board adopted the LTIP, which was approved by the shareholders of the Company at the annual and special meeting of shareholders held on May 13, 2009. The LTIP provides for the grant of stock option awards, SARs, restricted stock awards, RSUs, performance awards and other stock-based awards to eligible persons, including executive officers, directors and consultants of the Company. Any full-value awards (i.e., any awards other than stock options or SARs) granted under the LTIP are counted as 1.79 shares for every one share granted for the purpose of determining the number of remaining common shares available for future issuance under the LTIP. The purpose of the LTIP is to assist Catamaran and its subsidiaries and affiliates in attracting and retaining selected individuals to serve as directors, employees and/or consultants of the Company who are expected to contribute to Catamaran's success and to achieve long-term objectives which will inure to the benefits of all shareholders of the Company through the additional incentives inherent in awards granted under the LTIP. The LTIP replaced the Amended and Restated Option Plan (the “Option Plan”), and no further grants or awards may be made under the Option Plan.

The LTIP is currently administered by the Compensation Committee. The Compensation Committee selects the employees of Catamaran who receive awards, determines the number of shares covered thereby, and establishes the terms, conditions and other provisions of the grants. The Compensation Committee may interpret the LTIP and establish, amend and rescind any rules relating to the LTIP. The Compensation Committee may delegate to a committee of one or more directors or officers the right under an award agreement to grant, cancel or suspend awards to employees who are not directors or officers of the Company.

The Compensation Committee determines the period of time for which any awards under the LTIP continue to be exercisable and the terms of exercise upon termination of a participant's employment or service with the Company or its affiliate, whether by reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise. All terms and conditions pertaining to the treatment of awards under the LTIP upon termination of a participant's employment are specified in the participant's award agreement.

The maximum aggregate number of common shares with respect to which stock options, SARs, restricted stock awards, RSUs, performance awards or other stock-based awards may be granted to any individual during a calendar year is 300,000. The maximum amount of cash payable during a calendar year to any person in connection with a performance award is $2,000,000. Non-employee directors of Catamaran may not, in the aggregate, be granted awards at any time during the term of the LTIP with respect to more than 1% of the total number of outstanding common shares.

In the event of a merger, reorganization, consolidation, recapitalization, dividend (other than a regular cash dividend) or distribution (whether in cash, shares or other property), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the common shares, adjustments will be made to the LTIP and outstanding awards thereunder as the Compensation Committee, in its discretion, determines to be appropriate.

The Board may at any time terminate, alter, amend or suspend the LTIP as it deems advisable, and, subject to certain limitations in the LTIP, the Board may amend outstanding awards under the LTIP in any manner as it deems advisable in its sole discretion, subject to any requirement for shareholder approval imposed by applicable law, including the rules and regulations of NASDAQ and the TSX.

(2)Catalyst Plans

In connection with the closing of the Merger on June 2, 2012, Catamaran assumed the 2003 HealthExtras, Inc. Equity Incentive Plan (the “2003 Plan”) and the Catalyst 2006 Stock Incentive Plan (the “2006 Plan” and, together with the 2003 Plan, the “Catalyst Plans”), each as amended and adjusted for the purpose of granting awards to certain employees of Catalyst who continued their employment with the Company subsequent to the close of the Merger or to newly hired employees of the Company who were not employed with the Company as of the close of the Merger. The 2003 Plan terminated on March 4, 2013, and, unless terminated earlier by the Board, the 2006 Plan will terminate on April 7, 2020.

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The 2006 Plan provides for the grant of stock options, SARs, restricted stock awards, RSUs, performance awards and other stock-based awards. Any full-value awards (i.e., any awards other than stock options or SARs) granted under the 2006 Plan are counted as 1.45 shares for every one share granted for the purpose of determining the number of remaining common shares available for future issuance under the 2006 Plan.

The Board has granted the exclusive authority to administer the 2006 Plan to the Compensation Committee, including the power to determine eligibility, the types and sizes of awards, the price and timing of awards and the acceleration or waiver of any vesting restriction.

The Compensation Committee may terminate or amend the 2006 Plan at any time; however, if an amendment to the 2006 Plan would materially increase the number of common shares issuable under the 2006 Plan, expand the types of awards provided under the 2006 Plan, materially expand the class of participants eligible to participate in the 2006 Plan, materially extend the term of the 2006 Plan or otherwise constitute a material amendment requiring stockholder approval under applicable listing requirements, laws, policies or regulations, then such amendment will be subject to stockholder approval. In addition, any amendment may be conditioned on the approval of the Company's stockholders for any other reason. No termination or amendment of the 2006 Plan may adversely affect any award previously granted under the 2006 Plan without the written consent of the participant. Unless approved by the Company's stockholders or otherwise permitted by the anti-dilution provisions of the 2006 Plan, the exercise price of an outstanding option may not be reduced, directly or indirectly, and the original term of an option may not be extended.

Subject to adjustment as provided in the 2006 Plan, the aggregate number of common shares that may be granted pursuant to awards under the 2006 Plan shall not exceed 3,000,000. Any full-value awards (i.e., any awards other than stock options or SARs) granted under the 2006 Plan are counted against this share limit as 1.45 shares for every one share granted. In addition, (i) Catamaran may not grant to any participant options and SARs that are not related to an option for more than 1,000,000 common shares in any 36 month period; (ii) Catamaran may not grant to any participant restricted, performance share and phantom stock awards for more than 500,000 common shares in any 36 month period; and (iii) participants may not be paid more than $2,000,000 with respect to any cash-denominated performance units granted in any single calendar year, subject to adjustments as provided in the 2006 Plan. The following will not reduce the remaining shares available for issuance pursuant to awards under the 2006 Plan: (i) dividends; (ii) awards which by their terms are settled in cash rather than the issuance of shares; and (iii) any shares subject to an award under the 2006 Plan that is forfeited, canceled, terminated, expires or lapses for any reason and shares subject to an award that are repurchased or reacquired by Catamaran.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

There is no indebtedness outstanding of any current or former director or executive officer of the Company or any of its subsidiaries which is owing to the Company or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise. In addition, no such indebtedness of any of the foregoing persons was outstanding at any time since the beginning of the most recently completed fiscal year ended December 31, 2012.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee who served on the Compensation Committee in 2012 (Messrs. Bensen, Cosler, and Masso or Ms. Katen) has interlocking relationships as defined by the SEC or had any relationships requiring disclosure by the Company under the SEC's rules regarding certain relationships and related party transactions. Mr. Thierer, Chairman and Chief Executive Officer, and Mr. Park, Executive Vice President and Chief Financial Officer, participate in all discussions regarding salaries and incentive compensation for all executive officers of the Company, except during discussions regarding their own salary and incentive compensation. Messrs. Thierer and Park may make suggestions or recommendations during these discussions, however all deliberations and determinations regarding the compensation of executive officers of the Company are made solely by the Compensation Committee and/or the Board of Directors. No executive officer of the Company serves on the board of directors or compensation committee of any other entity that has or has had one or more of its executive officers serving as a member of the Company's Board of Directors.

RELATED PARTY TRANSACTIONS

The Company or one of its subsidiaries may occasionally enter into transactions with certain “related parties.” Related parties include our executive officers, directors, nominees for directors, a beneficial owner of 5% or more of our common stock and immediate family members of these parties. We refer to transactions involving amounts in excess of $120,000 and in which the related party has a direct or indirect material interest as “related party transactions.” Each related party transaction must be approved or ratified in accordance with the Company's written Related Party Transactions Policy by the Audit Committee of the Board of Directors. The Audit Committee considers all relevant factors when determining whether to approve a related party transaction including, without limitation, the following:

• the size of the transaction and the amount payable to the related party;

• the nature of the interest of the related party in the transaction;

• whether the transaction may involve a conflict of interest; and

• whether the transaction is on terms that would be available in comparable transactions with unaffiliated third parties.

Neither the Company nor any of its subsidiaries has been involved in any related party transactions since January 1, 2012, and no related party transactions are currently proposed.

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of the Company, no proposed nominee for election as a director of the Company, and no associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since the commencement of our last fiscal year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of our subsidiaries. An “informed person” means: (a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Company at any time since the beginning of 2012, no proposed nominee for election as a director, and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except as disclosed in this Proxy Circular and Proxy Statement with respect to the compensation of our named executive officers.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

The Company knows of no matters to come before the meeting of shareholders other than as set forth in the Notice of Meeting. HOWEVER, IF OTHER MATTERS WHICH ARE NOT KNOWN BY THE COMPANY SHOULD PROPERLY COME BEFORE THE MEETING, THE ACCOMPANYING PROXY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE PROXY.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on the Company's website at www.catamaranrx.com, or by accessing the Company's profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.shtml. Copies of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and the Company's comparative financial statements and accompanying Management's Discussion and Analysis for the fiscal year ended December 31, 2012 are available on SEDAR and EDGAR. Financial information with respect to the Company is provided in the Company's comparative financial statements and accompanying Management's Discussion and Analysis for the most recently completed fiscal year.

The Company undertakes to provide you with copies of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and the Company's comparative financial statements and accompanying Management's Discussion and Analysis for the fiscal year ended December 31, 2012 without charge upon written request to Catamaran Corporation, 2441 Warrenville Road, Suite 610, Lisle, Illinois 60532-3642, Attention: Corporate Secretary or by contacting the Corporate Secretary at 1-800-282-3232. The Annual Report on Form 10-K sent to any such requesting shareholder will be accompanied by a list briefly describing the exhibits to such Annual Report filed by the Company with the SEC. These exhibits can be viewed on the SEC's website (www.sec.gov) or, upon written request to Catamaran Corporation, 2441 Warrenville Road, Suite 610, Lisle, Illinois 60532-3642, Attention: Corporate Secretary or by contacting the Corporate Secretary at 1-800-282-3232, the Company will provide you with copies of such exhibits for a nominal fee (which fee will be limited to the expenses the Company incurs in providing you with the requested exhibits).

COMMUNICATING WITH THE BOARD

Interested parties, including shareholders and other security holders, may communicate directly with the Board of Directors, non-management directors, the Chairman of the Board or any other individual directors by writing care of the Corporate Secretary, at 2441 Warrenville Road, Suite 610, Lisle, Illinois, 60532-3642. All correspondence, with the exception of solicitations for the purchase or sale of products and services and similar types of communications or communications of an inappropriate nature, will be forwarded to the directors to whom such correspondence is addressed. In addition, any such communication that relates to accounting, internal accounting controls or auditing matters will also be referred to the Chairman of the Audit Committee, if not already addressed to him or her.

APPROVAL

The contents and the sending of this Proxy Circular and Proxy Statement have been approved by the Board of Directors.

DATED as of April 1, 2013 (except as otherwise noted).

BY ORDER OF THE BOARD

/s/ Clifford Berman

Clifford Berman

Senior Vice President,

General Counsel and Corporate Secretary

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APPENDIX A

CATAMARAN CORPORATION

CORPORATE GOVERNANCE GUIDELINES

Approved by the Board of Directors on December 12, 2012, as amended on March 6, 2013

The following Corporate Governance Guidelines have been adopted by the Board of Directors of Catamaran Corporation (“Catamaran” or the “Company”) to assist the Board in the exercise of its responsibilities. These guidelines, which were adopted in lieu of a board mandate, reflect the Board's commitment to monitor the effectiveness of policy and decision-making at both the Board and management levels, with the objective of enhancing shareholder value over the long term. The Board intends that these guidelines serve as a flexible framework, not as a set of binding legal obligations, and should be interpreted in the context of all applicable laws and regulations, the Company's charter documents and other governing documents. The guidelines are subject to future refinement or changes as the Board may find necessary or advisable for Catamaran in order to achieve these objectives.

Board Composition and Selection; Independent Directors

1. Board Size. The Board believes 6 to 10 is an appropriate size based on the Company's present circumstances. The Board periodically evaluates whether a larger or smaller slate of directors would be preferable.

2. Selection of Board Members. The Board's selection of director nominees is based on its determination (using advice and information supplied by the Nominating and Corporate Governance Committee) as to the suitability of each individual to serve as a director of the Company, taking into account the membership criteria discussed below. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board's approval of nominations must be by a majority of the directors. Directors will be elected annually by the Company's shareholders.

3. Board Membership Criteria. The Nominating and Corporate Governance Committee works with the Board on an annual basis to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members. In evaluating the suitability of individual Board members, the Board takes into account many factors, including (i) characteristics such as diversity, experience, integrity and judgment, (ii) the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess, (iii) the competencies and skills that the Board considers each existing director to possess and (iv) the competencies and skills each new nominee will bring to the Board. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment, using its experience. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director's past attendance at meetings and participation in and contributions to the activities of the Board.

4. Board Composition - Independent Directors. The Board believes that a substantial majority of its directors must be independent. In determining the independence of a director, the Board will apply the independence definitions in the listing standards of The NASDAQ Stock Market and applicable laws and regulations.

5. Term Limits. The Board does not believe it should limit the number of terms for which an individual may serve as a director. Directors who have served on the Board for an extended period of time are able to provide valuable insight into the operations and future of the Company based on their experience with and understanding of the Company's history, policies and objectives. The Board believes that, as an alternative to term limits, it can ensure that the Board continues to evolve and adopt new viewpoints through the evaluation and nomination process described in these guidelines.

6. Retirement Age. No Director shall stand for re-election to the Board after he or she has reached the age of 72, with the following exception. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board shall have the authority to extend the retirement of an individual Director if the Committee and the Board, in their discretion, believe such extension would best serve the interests of the Company.

7. Selection of CEO and Chairman. The Board selects the Company's CEO and Chairman in the manner that it determines to be in the best interests of the Company's shareholders.

8. Limitation on Other Board Service. Directors who are currently serving as the chief executive officer or other executive officer of a public company may serve on a total of no more than two other public company boards. Directors who are not currently serving as a chief executive officer or other executive officer of a public company may serve on no more than three other public company boards.

9. Conflicts of Interest.

• Directors with Significant Job Changes. Any director who retires from his or her present employment, or who materially changes his or her position, must promptly inform the Company's General Counsel of such event and must offer to tender a written resignation to the Board no later than 48 hours following the effectiveness of such change in circumstances. The Board, after

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taking into account the recommendation of the Nominating and Corporate Governance Committee, would then evaluate whether the Board should seek and accept the resignation based on a review of whether the individual continues to satisfy the Board's membership criteria in light of his or her changed status, including whether any potential conflict of interest exists.

• Conflicts of Interest. All directors and executive officers must comply with the applicable provisions of the Conflicts of Interest section of the Company's Code of Conduct. If an actual or potential conflict of interest develops for any reason, including, without limitation, because of a change in the business operations of the Company or a subsidiary, or in a director's or executive officer's circumstances, the director or executive officer should immediately report such matter to the Company's General Counsel and Chairman of the Nominating and Corporate Governance Committee for evaluation. For purposes of this policy, an actual or potential conflict of interest is considered to be material if it would require proxy statement disclosure or if it involves any material relationship with a competitor of the Company. If a significant conflict involving a director cannot be resolved, the director should offer to resign.

• Personal Interest in Matters before the Board. If a director or executive officer has a personal interest in a matter before the Board, the director or executive officer must disclose the interest to the Board, excuse himself or herself from participation in the discussion (which may involve leaving the Board meeting) and, in the case of a director, not vote on the matter. A director or executive officer will be deemed to have a personal interest in a matter before the Board by virtue of the director's or executive officer's material affiliation with an entity that is expected to be in a business relationship or other transaction with the Company or, in the case of strategic discussions, with an entity that is (or owns a substantial stake in) a competitor of the Company.

Board Meetings; Involvement of Senior Management

10. Board Meetings - Agenda. The Chairman of the Board and CEO working with the Lead Independent Director will set the agenda for each Board meeting, and will distribute this agenda in advance to each director. The Chairman of the Board and CEO or the Lead Independent Director shall, as appropriate, solicit suggestions from other directors as to agenda items for Board meetings.

11. Advance Distribution of Materials. All information relevant to the Board's understanding of matters to be discussed at an upcoming Board meeting should be distributed in writing or electronically to all directors in advance, whenever feasible and appropriate. This will help facilitate the efficient use of meeting time. In preparing this information, management should ensure that the materials distributed are as concise as possible, yet give directors sufficient information to make informed decisions. The Board acknowledges that certain items to be discussed at Board meetings are of an extremely sensitive nature and that the distribution of materials on these matters prior to Board meetings may not be appropriate.

12. Access to Management and Employees. The Board should have access to Company management and employees in order to ensure that directors can ask all questions and ascertain all information necessary to fulfill their duties. Directors shall notify the CEO in advance of contacting any employee and shall use judgment to ensure that any such contact is not unduly disruptive to the business of the Company. Management is encouraged to invite Company personnel to any Board meeting at which their presence and expertise would help the Board have a full understanding of matters being considered.

13. Executive Sessions of Independent Directors. The independent directors of the Company will meet regularly (at least four times per year) in executive session, i.e., with no management directors or management present. These executive session discussions may include such topics as the independent directors determine. During these executive sessions, the independent directors shall have access to members of management and other guests as the independent directors determine.

14. Lead Director. The Board shall appoint a lead director annually who shall be independent and shall be responsible for chairing the regular sessions of, and otherwise providing leadership to, the independent directors (the “Lead Independent Director”).

Performance Evaluation; Succession Planning; Compensation

15. Annual CEO Evaluation. The independent directors shall perform a review at least annually of the performance of the CEO. The results of this review are communicated to the CEO.

16. Succession Planning. As part of the annual officer evaluation process, the Nominating and Corporate Governance Committee shall work with the CEO to plan for CEO succession and succession for other named executive officers, as well as to develop plans for interim succession for the CEO in the event of an unexpected occurrence. Succession planning may be reviewed more frequently by the Board as it deems warranted.

17. Board Self-Evaluation. The Nominating and Corporate Governance Committee is responsible for facilitating an annual evaluation of the performance of the full Board and reports its conclusions to the Board. The Nominating and Corporate Governance Committee's report should generally include an assessment of the Board's compliance with the principles set forth in these guidelines, as well as identification of areas in which the Board could improve its performance.

18. Director Compensation. The Compensation Committee or the full Board, in consultation with management, will review on an annual basis how the Company's director compensation practices compare with those of comparable public corporations. The

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Compensation Committee shall lead the Board, as necessary, in reviewing its director compensation practices and considering whether changes to such practices are appropriate.

19. Stock Ownership Guidelines. The Compensation Committee has adopted certain stock ownership guidelines to strengthen the alignment of interest between the Company's management and shareholders and further promote the Company's commitment to sound corporate governance. These guidelines apply to the Company's officers at the senior vice president level and above, including the named executive officers in the Company's proxy statement (NEOs), as well as non-employee directors and are determined as a multiple of the executive's annual then current base salary or the director's annual cash retainer, respectively. Such executives and directors are expected to own the Company's common shares valued in at least the following dollar amounts:

Title	Guideline
Chief Executive Officer	5 times annual base salary
Chief Financial Officer	4 times annual base salary
Other Officers at the SVP Level and Above	3 times annual base salary
Non-Employee Directors	5 times annual cash retainers

While these represent minimum ownership guidelines, executives and directors are encouraged to own the Company common shares beyond these levels. The NEOs and non-employee directors will be required to achieve the applicable ownership guidelines within five years of commencement of employment as NEO with the Company or appointment to the Board, as applicable, and are expected to make continuous progress toward their respective ownership guidelines during such five-year period. Senior Vice Presidents of the Company who are not NEOs will be required to achieve their respective ownership guideline by the later of March 6, 2018 and the fifth anniversary of commencement of employment as a Senior Vice President of the Company. Until such guidelines are achieved, executives and directors will be required to retain an amount equal to 50% of the net profit shares received from any equity awards. This retention ratio applies to net profit shares received upon: (i) the vesting of restricted stock awards, restricted stock unit (“RSU”) awards, performance-based RSU awards, and similar instruments expressed in stock units and payable in the Company's common shares or (ii) the exercise of stock options or stock appreciation rights (“SARs”) or similar instruments payable in the Company's common shares. “Net profit shares” are those shares that remain after deducting the exercise price, if applicable in the event of the exercise of options, and withholding taxes. Up to two-thirds (2/3) of unvested RSU awards may be counted for purposes of satisfying the executive's or director's applicable Company common share ownership thresholds.

Committees

20. Number and Type of Committees. The Board has three principal committees - an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board may add new committees or remove existing committees as it deems advisable in the fulfillment of its primary responsibilities. Each committee will perform its duties as assigned by the Board of Directors in compliance with Company by-laws and the Committee's charter. Committee duties are described briefly as follows:

• Audit Committee. The Audit Committee oversees the Company's accounting and audit processes. The committee is directly responsible for the appointment, compensation, retention and oversight of the Company's independent auditors. In addition, the Audit Committee provides oversight regarding the Company's compliance with legal and regulatory requirements.

• Compensation Committee. The Compensation Committee (i) discharges the Board's responsibilities relating to compensation of the Company's executive officers and (ii) reviews and recommends to the Board compensation plans, policies and programs intended to attract, retain and appropriately reward employees.

• Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board policies and practices with respect to corporate governance. In addition, the Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending to the Board individuals qualified to be directors of the Company.

21. Composition of Committees; Committee Chairpersons. The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee consist solely of independent directors. The Board is responsible for the appointment of committee members and committee chairpersons according to criteria that it determines to be in the best interest of the Company and its shareholders.

22. Committee Meetings and Agenda. The chairperson of each committee is responsible for developing, together with relevant Company managers, the committee's general agenda and objectives and for setting the specific agenda for committee meetings. The chairperson and committee members will determine the frequency and length of committee meetings consistent with the committee's charter.

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Miscellaneous

23. Ability to Retain Outside Advisors. The Board will have all resources and authority necessary to discharge its duties, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate.

24. Orientation for New Board Members. The Nominating and Corporate Governance Committee is responsible for oversight of the orientation process for new directors. This process includes cultural orientation, background material on strategies, competition, and financial history, technology demonstrations, meetings with senior management and visits to Company facilities, as well as the role of the board and its committees.

25. Director Education. The Company will, as appropriate, make available educational programs for directors.

26. Resignation or Retirement of Director. If a director decides that he/she wishes to resign or retire from the Board or to not stand for re-election at the next Annual Meeting of Shareholders, the director shall notify the Company's secretary in writing of such decision. Until such notice is delivered to the Company's secretary, the director shall not be deemed to have given the Company notice of the director's intent to resign, retire or not stand for re-election.

27. Confidentiality. The proceedings and deliberations of the Board and its committees shall be confidential. Each director and executive officer shall maintain the confidentiality of information received in connection with his or her service as a director or, in the case of executive officers who are not directors, his or her attendance at a Board or committee meeting.

28. Communications with Public. The Board shall look to management to speak for the Company and shall adopt a disclosure policy for the Company. Absent unusual circumstances or as contemplated by committee charters, Board members should refer all inquiries from and communications to the press, institutional investors, analysts, customers/clients or other constituencies regarding the Company to designated members of management of the Company. It is expected that communications between Board members or retired Board members and constituencies outside the Company would be done only at the request of management.

29. Review of Governance Guidelines. The Board will periodically review these guidelines, as well as consider other corporate governance principles that may, from time to time, merit consideration by the Board.

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APPENDIX B

CATAMARAN CORPORATION

AUDIT COMMITTEE CHARTER

Approved by the Board of Directors on December 12, 2012

1. General

This Charter governs the operations of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Catamaran Corporation (the “Company”). The Committee shall review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval. This Charter may be amended only by the affirmative vote of the Board.

The Committee shall be directly responsible for overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company, and the Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any registered external auditor employed by the Company (including resolution of disagreements between management of the Company and the external auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. In so doing, the Committee will comply with all applicable U.S. and Canadian securities laws, rules and guidelines, any applicable stock exchange requirements or guidelines and any other applicable regulatory rules.

2. Composition

The Committee shall be comprised of a minimum of three members, each of whom, in the determination of the Board, satisfies the independence, financial literacy and experience requirements of applicable U.S. and Canadian securities laws, rules and guidelines, any applicable stock exchange requirements or guidelines and any other applicable regulatory rules. In particular, each member (i) shall satisfy the independence-related requirements for service on the Committee imposed by The NASDAQ Stock Market (“NASDAQ”), provided that the Board may elect to take advantage of any exception from such requirements provided in the NASDAQ rules; (ii) shall meet the independence and financial literacy requirements set forth in Canadian National Instrument 52-110 Audit Committees; (iii) shall meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iv) shall not have participated in the preparation of the financial statements of the Company at any time during the past three years; and (v) shall be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement, and cash flow statement. Committee members shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to serve effectively on the Committee.

At least one member of the Committee shall be an “audit committee financial expert” in accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), and at least one member (who may also serve as the audit committee financial expert) shall have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that leads to financial sophistication.

Committee members (i) shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee, (ii) shall serve for such terms as the Board may determine, or until their earlier resignation, death or removal, and (iii) may be removed by the Board in its discretion.

3. Committee Function and Process

The Committee shall meet as often as it deems necessary to fulfill its responsibilities, but in any case, not less than quarterly. The Board shall designate one member of the Committee to serve as its chairperson. The chairperson will preside, when present, at all meetings of the Committee. The Committee will meet at such times as determined by its chairperson or as requested by any member of the Committee, provided that meetings shall be scheduled so as to permit the timely review of the Company's quarterly and annual financial statements and related management discussion and analysis. A majority of the Committee members, but not less than two, shall constitute a quorum. The Committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members present at any meeting at which a quorum is present (or where only two members are present, by unanimous vote), or by the unanimous written consent of all of the Committee members. Each member of the Committee shall have one vote. Notice of all meetings of the Committee shall be given, and waiver thereof determined, pursuant to and in accordance with the Bylaws of the Corporation. The Committee may meet by telephone, video conference or similar means of remote communication. The external auditor and management employees of the Company shall, when required by the Committee, attend any Committee meeting or portion thereof.

The Committee shall maintain copies of minutes of each meeting of the Committee, and each written consent to action taken without a meeting, reflecting the actions so authorized or taken by the Committee. A copy of the minutes of each meeting and all consents shall be placed in the Company's minute book.

The Committee may delegate any of its responsibilities to one or more subcommittees, each of which shall be composed of two or more members, as it may deem appropriate.

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4. Duties of the Committee

The Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The following shall be the principal duties and responsibilities of the Committee, which may be supplemented from time to time as appropriate by the Board or the Committee:

(a) External Auditor. With respect to the external auditors, the Committee shall:

(i) be directly responsible for the appointment, compensation and oversight of the work of the external auditor (including resolution of disagreements between management and the external auditor regarding financial reporting). In this regard, the Committee shall exercise sole authority to appoint, evaluate, and, as necessary, replace the external auditor (subject, if applicable, to shareholder ratification), which external auditor shall report directly to the Committee and shall be an independent public accountant that is registered as a public accounting firm with the Public Company Accounting Oversight Board;

(ii) review, where there is to be a change of external auditor, all issues related to the change, including the information to be included in the notice of change of auditor called for under Canadian National Instrument 51-102 Continuous Disclosure Obligations or any successor legislation (“NI 51-102”), and the planned steps for an orderly transition;

(iii) review all reportable events, including disagreements, unresolved issues and consultations, as defined in NI 51-102, on a routine basis, whether or not there is to be a change of external auditor;

(iv) ensure the regular rotation of the lead audit partner, the concurring partner and other audit partners engaged in the Company's annual audit to the extent required by applicable law;

(v) review with management and internal audit staff the performance, including the fee, scope and timing of the audit and other related services and any non-audit services provided by the external auditor;

(vi) review and pre-approve all audit and permitted non-audit and tax services to be provided to the Company by the external auditor, and the compensation, fees and terms for such services, subject to the de minimis exception for permitted non-audit services which are approved by the Committee prior to the completion of the audit;

(vii) establish policies and procedures for the engagement of the external auditor to provide permitted non-audit services, which may include approval in advance by a subcommittee or Committee member or members of all permitted non-audit services to be performed by the external auditor, provided that decisions of such subcommittee or one or more Committee members to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting;

(viii) actively engage in a dialogue with the external auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor; and take, or recommend that the full Board take, appropriate action to oversee the independence of the external auditor;

(ix) obtain and review, at least annually, a report by the external auditor delineating any relationships between the auditor and the Company and any other relationships that may adversely affect the independence of the auditor consistent with Independence Standards Board Standard No. 1; and

(x) establish hiring policies for employees or former employees of the external auditor and oversee the hiring of any personnel from the external auditor into positions within the Company in accordance with the hiring restrictions of the Sarbanes-Oxley Act of 2002.

(b) Audits and Financial Reporting. With respect to audits and financial reporting, the Committee shall:

(i) review the audit plan with the external auditor and management;

(ii) review with the external auditor any audit problems or difficulties, any material differences or disputes with management encountered during the course of the audit, along with the resolution of such differences or disputes, any communications between the audit team and the audit firm's national office respecting auditing or accounting issues presented by the engagement, and all matters required to be discussed with the Committee by the independent auditor pursuant to Statement on Auditing Standards No. 61;

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(iii) review with the external auditor the level of cooperation received by the external auditor from the Company's personnel during the audit, any problems encountered by the external auditor and any restrictions on the external auditor's work;

(iv) review with the external auditor and management significant financial reporting or internal control issues discussed during the fiscal period and the method of resolution, and review with the external auditor and management the extent to which any previously-approved changes or improvements in financial or accounting practices and internal controls have been implemented;

(v) review the scope and quality of the audit work performed, and review the contents of the audit report and any management responses thereto;

(vi) review and discuss the annual audited financial statements and quarterly financial statements with management and the external auditor, including the disclosures under the caption “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and make a recommendation to the Board as to whether the annual audited financial statements should be included in the Company's Annual Report on Form 10-K;

(vii) prepare the report of the Committee required to be included in the Company's annual proxy statement under SEC rules and other applicable securities laws;

(viii) review with the external auditor and management all critical accounting policies and practices of the Company, including any proposed changes in accounting policies, the presentation of the impact of significant risks and uncertainties, all material alternative accounting treatments that the external auditor has discussed with management, other material written communications between the external auditor and management, and key estimates and judgments of management that may in any such case be material to financial reporting;

(ix) review the appropriateness of the accounting policies used in the preparation of the Company's financial statements and consider recommendations for any material change to such policies;

(x) review the effect of legal, regulatory and accounting initiatives, changes to accounting principles and off-balance sheet arrangements, if any, on the Company's financial reporting;

(xi) review and discuss the Company's policies generally with respect to its earnings press releases, as well as financial information and earnings guidance provided to analysts and ratings agencies; and

(xii) review any errors or omissions in the current or prior years' financial statements.

(c) Internal Auditing Function and Internal Controls. With respect to the Company's internal auditing function and internal controls, the Committee shall:

(i) review, at least annually, the evaluation of internal controls by the persons performing the internal audit function and the external auditor, together with management's response to the recommendations, including subsequent follow-up of any identified material issues;

(ii) review with the external auditor the adequacy of the Company's financial and auditing personnel; and

(iii) review the performance of the chief financial officer, persons performing the internal audit function and any key finance staff involved in the financial reporting process.

(d) Other. The Committee also shall:

(i) establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and review periodically with management these procedures and any significant complaints received;

(ii) review the Company's related persons transaction policy and, as necessary, all related party transactions for potential conflict of interest situations on an ongoing basis and being responsible for approving all such transactions;

(iii) assist, with the advice of the Company's legal counsel, the Board in the discharge of its duties relating to the Company's compliance with legal and regulatory requirements;

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(iv) assist the Board in the discharge of its duties relating to risk assessment and risk management;

(v) review the status of any significant legal, compliance or regulatory matters or material contingent liabilities as reported to the Committee by management, including a review of any inquiries, investigations or audits of a financial nature by governmental, regulatory or taxing authorities;

(vi) review the status of income tax returns and potentially significant tax problems as reported to the Committee by management;

(vii) oversee compliance with the Company's Code of Business Conduct and Ethics and approve any waiver thereto for directors or executive officers;

(viii) as appropriate, review and direct the investigation of possible violations of law and of the Company's Code of Business Conduct and Ethics, retain outside counsel and other experts to assist in such investigations and direct that appropriate remedial steps are taken if such violations are detected;

(ix) meet separately, periodically, with management, with Company personnel responsible for the internal audit function, and with the external auditor;

(x) report the activities of the Committee to the Board on a regular basis and review issues with the Board as the Committee deems appropriate; and

(xi) perform an evaluation of its performance at least annually to determine whether it is functioning effectively.

5. Authority to Engage Outside Advisors

The Committee shall have sole authority to retain, at the Company's expense, and terminate, any legal and other advisor that it deems necessary for the fulfillment of its responsibilities, including the sole authority to approve fees and other retention terms, and to communicate directly with the internal and external auditors.

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Appendix C

Form of Proxy - 2013 Annual and Special Meeting (the "Meeting") to be held on May 14, 2013 at 4:30 p.m. EDT

This Form of Proxy is solicited by and on behalf of Management and the Board of Directors of Catamaran Corporation (the "Company")

Notes to Proxy:

1.Every shareholder has the right to appoint a person of their choice, who need not be a shareholder, to attend and act on their behalf at the Meeting. If you wish to appoint a person other than the representatives of the Company whose names are printed herein (who are directors or officers of the Company), please insert the name of your chosen proxy holder in the space provided (see reverse).

2.If the shares of the Company are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this Proxy. If you are voting on behalf of a corporation, the Proxy must be signed by an authorized officer or attorney of the corporation, whose title should be indicated. A Proxy executed by a person acting as attorney or in some other representative capacity should state such person's capacity following his or her signature and should be accompanied by the appropriate instrument evidencing qualification and authority to act.

3.This Proxy should be signed in the exact manner as the shareholder's name appears on the Proxy.

4.If this Proxy is not dated, it will be deemed to bear the date on which it was mailed by Management to the shareholder.

5.This Proxy is revocable and will be voted as directed, but if no instructions are specified, this Proxy will be voted: FOR theelection of all director nominees specified below, FOR the approval of the resolution to approve, on an advisory basis, the compensationof the Company's named executive officers, as described in the Company's Proxy Circular and Proxy Statement, and FOR the appointmentof KPMG LLP, as auditors of the Company and the authorization of the directors of the Company to fix their remuneration and termsof engagement.

6.This Proxy, when properly executed, confers discretionary authority on the persons named therein to vote on any amendment(s) or variation(s) to the resolutions referred to in the Notice of Annual and Special Meeting and on any other matter(s) properly coming before the Meeting. If any amendment(s), variation(s) or other matter(s) properly comes before the Meeting, the Proxy will be voted in the discretion of the persons named therein.

7.Please refer to the accompanying Notice of Annual and Special Meeting with respect to the Meeting for further information regarding completion of this Proxy, revocation of the Proxy and other information pertaining to the Meeting.

VOTE USING THE TELEPHONE, INTERNET, MAIL OR FAX 24 HOURS A DAY 7 DAYS A WEEK!

TO VOTE BY TELEPHONE OR FAX (Only Available Within Canada and U.S.)	TO VOTE BY INTERNET	TO VOTE BY MAIL
Ÿ Using a touch-tone phone:	Ÿ Go to www.proxypush.ca/catamaran and follow the instructions on the website	Ÿ Complete, sign and return this form to the Company's transfer agent and registrar, CIBC Mellon Trust Company, c/o Canadian Stock Transfer Company Inc., Proxy Dept., P.O. Box 721, Agincourt, Ontario, Canada M1S 0A1.
Ÿ Call toll free 1-866-230-6432  and follow the voice instructions; or	Ÿ Proxy instructions must be received not less than 48 hours (excluding Saturdays, Sundays and holidays,) before the time set for the Meeting or any adjournment or postponement thereof if applicable.
Ÿ Fax toll free 1-866-781-3111		Ÿ Proxy instructions must be received not less than 48 hours (excluding Saturdays, Sundays and holidays,) before the time set for the Meeting or any adjournment or postponement thereof, if applicable
Ÿ Proxy instructions must be received not less than 48 hours (excluding Saturdays, Sundays and holidays,) before the time set for the Meeting or any adjournment or postponement thereof if applicable.

Instead of mailing this Proxy, you may choose ONE of the three other voting methods outlined in this Proxy (phone, internet or fax) subject to the following:

Voting by mail, internet or faxare the only methods by which a holder may appoint a person as proxyholder other than the Management appointees named on the reverse of this Proxy.

If you vote by telephone or the internet, DO NOT mail back this Proxy.

To vote by telephone or the internet, you will need to provide your CONTROL NUMBER identified on the reverse side hereof.

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Appointment of Proxyholder

This Proxy is solicited by and on behalf of Management and the Board of Directors of the Company.

The undersigned shareholder of the Company hereby appoints Mark A. Thierer, or failing him, Jeffrey G. Park, or instead any of them the undersigned wishes to appoint (insert name in the box to the right),

as the proxyholder of the undersigned, with full power of substitution to attend at, and to act and vote on behalf of the undersigned with respect to all matters that may come before the Meeting to be held at the St. Andrew's Club & Conference Centre, 150 King Street West, 16^th Floor, Toronto, Ontario M5H 1J9 on Tuesday, May 14, 2013 at 4:30 p.m. EDT, and any and all adjourned or postponed meetings but with specific instructions as follows:

The Board of Directors recommends you vote FOR the following:	For All	Withhold All	For All Except	To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.
1. Election of Director Nominees	o	o	o
01 Mark Thierer 02 Peter Bensen 03 Steven Cosler 04 William Davis 05 Steven Epstein
06 Betsy Holden 07 Karen Katen 08 Harry Kraemer 09 Anthony Masso
The Board of Directors recommends you vote FOR the following proposal:					For	Against	Abstain
2. Advisory vote to approve named executive officer compensation, as disclosed in the Company's proxy circular and proxy statement.					o	o	o
The Board of Directors recommends you vote FOR the following proposal:					For	Withhold
3. To appoint KPMG LLP as auditors of the Company and to authorize the board of directors to fix the auditor's remuneration and terms of engagement.					o	o

This Proxy confers discretionary authority for the above-named persons to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of Annual and Special Meeting accompanying this Proxy and any other matter which may properly come before the Meeting.

Authorized Signature(s) - Sign Here - This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any Proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted FOR the matters identified above.

Signature(s)

Date

REQUEST FOR FINANCIAL STATEMENTS:

Interim Financial Statements: Mark this box if you would like to receive interim financial statements and accompanying Management's Discussion and Analysis by mail:

If you are not mailing back your Proxy, you may register online to receive the above financial report(s) by mail at: www.canstock.com/financialstatements using Company Code Number: 0478A.

If you have any questions regarding this procedure, please contact Canadian Stock Transfer Company by phone at 416-682-3860 or toll free at 1-800-387-0825 or at: www.canstockta.com/investorinquiry.

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Registered Holders

Important Notice Regarding the Availability of Proxy Materials for

the Shareholder Meeting to Be Held on May 14, 2013

Dear Investor:

Please find attached your form of proxy form for

Catamaran Corporation's 2013 Annual & Special Meeting

Date: May 14, 2013 at 4:30 p.m. EDT

Location:St. Andrew's Club & Conference Centre

150 King Street West, 16th Fl

Toronto, Ontario, M5H 1J9

You are receiving this communication because you hold shares in Catamaran Corporation (“Catamaran”) as of March 25, 2013. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxydocs.ca/catamaran or request a paper copy (see below). We encourage you to access and review all of the important information contained in the proxy materials before voting.

The following matters will be reviewed and voted upon at this meeting

• To elect nine directors from among the nominees described in the Proxy Circular and Proxy Statement

• To approve, on a non-binding advisory basis, the compensation paid to our named executive officers

• To appoint KPMG LLP as auditors and to authorize the directors to fix the auditor's remuneration and terms of engagement

• To transact other business that may properly come before the meeting or any adjournment thereof

Under security rules applicable to Catamaran, companies may post electronic versions of such material on a website for investor review. This process directly benefits the companies and their shareholders through a substantial reduction in both postage and material costs and also helps the environment through a decrease in paper documents that are ultimately discarded.

Electronic copies of investor materials related to this meeting may therefore be found at and downloaded from www.proxydocs.ca/catamaran. We have added features that will make searching for relevant sections and specific items a much easier process than finding this information in the paper versions of these documents.

How to Vote Your Shares:

• Cast your vote on the Internet at www.proxypush.com/catamaran

• Cast your vote by phone at 1-866-230-6432

• Fax your signed proxy to 1-866-781-3111

• Return your signed proxy by mail to: CIBC Mellon Trust Company, Proxy Dept., P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1

• Scan and send your signed proxy to proxy@canstockta.com.

However you choose to vote, we must receive your vote within two business days prior to the meeting.

Should you wish to receive paper copies of investor materials related to this meeting, or have any questions, please contact us at 888-433-6443 or fulfilment@canstockta.com prior to May 3, 2013 and we will send them within three business days, giving you sufficient time to vote your proxy. Following the meeting the documents will remain available at the website listed above for a period of one year.

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Beneficial Holders

Exercise Your Right to Vote

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 14, 2013

Meeting Information

Meeting Type: Annual and Special Meeting

For holders as of: March 25, 2013

Date: May 14, 2013

Time:4:30 PM EDT

Location: St. Andrews Club & Conference Centre

150 King Street West, Toronto, 16^th Floor

ON M5H 1J9

Canada

You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy. We encourage you to access and review all of the important information contained in the proxy materials before voting.

Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

1. Annual Report on Form 10-K 2. Notice and Proxy Circular and Proxy Statement

How to View Online:

Have the information that is printed in the box marked by the arrow èXXXX XXXX XXXX (located on the following page) available and visit: www.proxyvote.com.

How to Request and Receive a Free PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET: www.proxyvote.com

2) BY TELEPHONE: 1-800-579-1639

3) BY E-MAIL*: sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow èXXXX XXXX XXXX (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 3, 2013 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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Voting Items

The Board of Directors recommends you vote FOR the following:

1. Election of Directors

Nominees

01 Mark Thierer 02 Peter Bensen 03 Steven Cosler 04 William Davis 05 Steven Epstein

06 Betsy Holden 07 Karen Katen 08 Harry Kraemer 09 Anthony Masso

The Board of Directors recommends you vote FOR the following proposal:

2. Advisory vote to approve named executive officer compensation, as disclosed in the Company's proxy circular and proxy statement.

The Board of Directors recommends you vote FOR the following proposal:

3. To appoint KPMG LLP, as auditors of the Company and to authorize the directors to fix the auditor's remuneration and terms of engagement.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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