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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
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
3
Appointment of auditors;
page 14 of the circular
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
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

i

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

ii

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

iii