Air Canada — Proxy Solicitation & Information Statement 2025

Feb 28, 2025

Summary

Meeting

Directors

Governance

Sustainability

Executive compensation

Other information about the meeting

Other information about us

Schedules

Notice of 2025 annual meeting of shareholders

Your vote is important to us. Air Canada will make a $2 charitable donation to the Air Canada Foundation in respect of every shareholder account that votes their shares up to 25,000 accounts. The Foundation is a registered charitable foundation that aims to improve the health and well-being of children.

This management proxy circular (the circular) is intended to help you make informed decisions about the matters to be dealt with at our annual shareholder meeting to be held on March 31, 2025 (the meeting). The circular also tells you how to exercise your right to vote about those matters. Please read this material carefully and vote your shares.

When	Where
March 31, 2025 10:30 a.m. (Eastern time)	• In person, at Lumi Experience Toronto, 200 Bay Street, Suite 1600, Toronto, Ontario
• Remotely, via live webcast available by joining us at aircanada.com/AGM
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What the meeting is about	1. Placing our consolidated financial statements for 2024, including the auditors' report, before shareholders
	2. Electing 12 directors to serve until the end of the next annual shareholder meeting
	3. Appointing our auditors
	4. Having your say on our approach to executive compensation
	5. Presentation by their proponent of three shareholder proposals that have been withdrawn and will not be submitted to a vote
	The meeting may also consider such other business, if any, that may properly come before it.
Record date and right to vote	Shareholders of record on January 31, 2025 are entitled to receive notice of, and vote at, our annual shareholder meeting or any adjournment thereof in respect of the items indicated above and any other matters that may properly come before the meeting or any adjournment thereof.
	See Voting your shares for how to vote.

We are providing proxy materials and access to our circular electronically instead of by mailing printed copies. This helps us save costs and reduce our impact on the environment.

We are doing so by mailing or otherwise making available to each of our shareholders a notice of internet availability of proxy materials, which contains instructions on how to access our proxy materials and vote online.

Approval of the notice and circular

The contents and the sending of the notice of meeting and the circular have been approved by the Board of Directors.

The information in this circular is current as at February 14, 2025 unless otherwise indicated.

Marc Barbeau

Executive Vice President, Chief Legal Officer and Corporate Secretary

Montréal, Quebec

February 14, 2025

Notice of 2025 annual meeting of shareholders | Management proxy circular | AIR CANADA