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Air Canada — AGM Information 2020
May 22, 2020
42628_rns_2020-05-22_f13436aa-96e8-4e17-acc0-75aa3909e9be.pdf
AGM Information
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NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS
THE FOLLOWING ITEMS ARE PLANNED NOTICE OF MEETING TO BE BROUGHT BEFORE THE MEETING:
| WHEN Thursday, June 25, 2020, 10:30 a.m. (Eastern time) WHERE Virtual meeting via live webcast available at https://aircanada.com/AGM |
For more details, please see |
|---|---|
| 1 Placement before shareholders of the consolidated financial statements of Air Canada for the year ended December 31, 2019, including the auditors’ report; page 13 of the circular and our 2019 annual report |
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| 2 Election of directors who will serve until the end of the next annual shareholder meeting; page 13, and pages 19 to 31 of the circular |
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| 3 Appointment of auditors; page 14 of the circular |
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| 4 Consideration and approval, in an advisory, non-binding capacity, of a resolution, a copy of which is reproduced at Schedule “A” of the accompanying management proxy circular, in respect of Air Canada’s approach to executive compensation page 15 of the circular |
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| 5 Adoption of an ordinary resolution, a copy of which is reproduced at Schedule “B” of the accompanying management proxy circular, ratifying the shareholder rights plan adopted by the Board of Directors on May 4, 2020 pages 15 to 18 of the circular |
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THE FOLLOWING ITEMS ARE PLANNED TO BE BROUGHT BEFORE THE MEETING:
in order to renew the existing shareholder rights plan originally adopted by the Board of Directors on March 30, 2011, as amended on June 4, 2012, March 27, 2014 and March 24, 2017; and
6 Consideration of such other business, if any, that may properly come before the meeting or any adjournment thereof.
You are entitled to receive notice of, and vote at, our annual shareholder meeting or any adjournment thereof if you were a shareholder on April 27, 2020.
Your vote is important.
As a shareholder of Air Canada, it is very important that you read this material carefully and vote your shares, either by proxy or online at the meeting.
The following pages tell you more about how to exercise your right to vote your shares and provide additional information relating to the matters to be dealt with at the meeting.
This year, out of an abundance of caution related to the unprecedented public health impact of the global COVID-19 pandemic and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold our meeting in a virtual only format, which will be conducted via live webcast. Shareholders will have an equal opportunity to participate at the meeting online regardless of their geographic location. Shareholders will not be able to physically attend the meeting. As with prior years, shareholders are able to vote ahead of the meeting by proxy using the various available channels and we encourage you to continue to vote in this manner. Our holding of a virtual meeting does not require that you do anything additional this year, as it simply replaces our physical meeting.
Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the meeting online at https://aircanada.com/AGM. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as guests, but guests will not be able to vote or ask questions at the meeting.
Shareholders who wish to appoint a proxyholder other than the persons designated by Air Canada on the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves as proxyholder) must carefully follow the instructions in the management proxy
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circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, AST Trust Company (Canada), after submitting their form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number that will act as their online sign-in credentials and is required for them to vote at the meeting and, consequently, will only be able to attend the meeting online as a guest. Non-registered shareholders located in the United States must also provide AST Trust Company (Canada) with a duly completed legal proxy if they wish to vote at the meeting or appoint a third party as their proxyholder.
By Order of the Board of Directors
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Carolyn M. Hadrovic Vice President and Corporate Secretary Montréal, Québec May 4, 2020
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