Air Canada — Proxy Solicitation & Information Statement 2025

Feb 28, 2025

AIR CANADA
TMX | TSX Trust

PROXY

THIS PROXY IS SOLICITED BY THE MANAGEMENT OF Air Canada IN CONNECTION WITH THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD IN A HYBRID FORMAT ON MARCH 31, 2025 AT 10:30 A.M. (EASTERN TIME): VIRTUALLY VIA LIVE WEBCAST AT https://aircanada.com/AGM, password "AC2025" (case sensitive), AND IN PERSON AT LUMI EXPERIENCE TORONTO 200 BAY STREET, SUITE 1600, TORONTO, ONTARIO (the "Meeting").

The undersigned holder of Class A variable voting shares or Class B voting shares of Air Canada hereby appoints Vagn Sørensen, Michael Rousseau or Marc Barbeau, or instead of any of the foregoing, ___ as such holder's proxyholder, with full power of substitution, to attend in person or online, act and vote on my behalf in respect of all matters that may come before the Meeting, and at any and all adjournments thereof to the same extent and with the same power as if the undersigned were personally present thereat and with authority to vote and act in such proxyholder's discretion with respect to amendments or variations to matters referred to in the notice of Meeting and with respect to other matters which may properly come before the Meeting. The proxyholder is hereby directed to vote for, withhold from voting or vote against, as applicable, including on any ballot that may be called for, the shares represented by this Proxy in accordance with the instructions of the undersigned indicated below. If no choice is indicated for any particular item specified below, the shares represented by this Proxy will be voted FOR items 1 to 3. The undersigned hereby revokes any prior proxy or proxies relating to the shares represented by this Proxy and ratifies and confirms all that the proxyholder may do by virtue of this appointment, provided that such proxyholder votes in accordance with the instructions set out herein.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen.

1. ELECTION OF DIRECTORS

1. AMEE CHANDE	FOR	AGAINST	FOR	AGAINST	FOR	AGAINST
2. CHRISTIE J.B. CLARK	☐	☐	5. MICHAEL M. GREEN	☐	☐	9. MICHAEL ROUSSEAU
3. GARY A. DOER	☐	☐	6. JEAN MARC HUOT	☐	☐	10. VAGN SØRENSEN
4. ROB FYFE	☐	☐	7. CLAUDETTE MCGOWAN	☐	☐	11. KATHLEEN TAYLOR
			8. MADELEINE PAQUIN	☐	☐	12. ANNETTE VERSCHUREN
FOR	AGAINST
---	---
☐	☐
FOR	AGAINST
☐	☐

2. APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, AS AUDITORS

FOR	WITHHOLD
☐	☐
FOR	AGAINST
☐	☐

3. ADVISORY VOTE ON EXECUTIVE COMPENSATION

Consideration and approval in an advisory, non-binding capacity of a resolution, in the form set out in Schedule "A" of the Management Proxy Circular, in respect of Air Canada's approach to executive compensation, as more particularly described in the Management Proxy Circular.

| DECLARATION OF CANADIAN STATUS | | SELECT ONE OF THE THREE OPTIONS
(Definitions on reverse) |
| --- | --- | --- |
| The undersigned certifies that it has made reasonable inquiries as to the Canadian status of the registered holder and the beneficial owner of the shares represented by this Proxy and has read the definitions found on the reverse side of this Proxy so as to make an accurate Declaration of Canadian status. The undersigned hereby certifies that the shares represented by this Proxy are: | | ☐ |
| (a) owned and Controlled by a Canadian | | ☐ |
| (b) owned or Controlled by a Non-Canadian Holder Authorized to Provide Air Service or by a person in affiliation with a Non-Canadian Holder Authorized to Provide Air Service | | ☐ |
| (c) owned or Controlled by a Non-Canadian, who is not a Non-Canadian Holder Authorized to Provide Air Service | | ☐ |
| DECLARATION OF THE LEVEL OF OWNERSHIP OR CONTROL | | YES ☐ |
| The undersigned hereby certifies that the Air Canada shares owned or Controlled by the undersigned, including the Air Canada shares held by persons in affiliation with the undersigned, represent 10% or more of Air Canada's issued and outstanding Class A variable voting shares and Class B voting shares on a combined basis. | | NO ☐ |

IF YOU DO NOT COMPLETE THIS DECLARATION OF CANADIAN STATUS OR IF IT IS DETERMINED BY Air Canada OR ITS TRANSFER AGENT THAT YOU INCORRECTLY INDICATED (THROUGH INADVERTENCE OR OTHERWISE) THAT THE SHARES REPRESENTED BY THIS PROXY ARE OWNED AND CONTROLLED BY A CANADIAN, THE SHARES REPRESENTED BY THIS PROXY WILL BE DEEMED TO BE OWNED AND CONTROLLED BY A PERSON THAT IS A NON-CANADIAN HOLDER AUTHORIZED TO PROVIDE AIR SERVICE.

Date: _______
2025
(signature of shareholder)

---

2

INSTRUCTIONS FOR COMPLETION OF THIS PROXY:

1. This Proxy must be dated and signed by the holder of the shares represented by this Proxy, or his or her attorney duly authorized in writing, or if the shareholder is a corporation or other legal entity, by an authorized officer or attorney. If the signatory is acting in a fiduciary or representative capacity, provide full particulars of such appointment and authority.

2. A shareholder has the right to appoint a person to attend and act for him or her and on his or her behalf at the Meeting other than any of the persons designated in this Proxy. Such right may be exercised by filling in the name of such person in the blank space provided on the other side of this Proxy. A person appointed as nominee to represent a shareholder need not be a shareholder of Air Canada. A person appointed as proxyholder must attend the Meeting either online or in person to vote and may be required to certify whether such person is a Canadian (as defined below).

3. If a shareholder is appointing a proxyholder other than any of the persons designated in this Proxy and such proxyholder will be attending the meeting online, such shareholder MUST call 1-866-751-6315 (toll free in Canada and the United States) or +1-416-682-3860 (other countries) or complete the online form at https://www.tsxtrust.com/control-number-request not later than 4:00 p.m. (Eastern time) on March 27, 2025 or, if the meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting, and provide TSX Trust Company with the required proxyholder contact information so that TSX Trust Company may provide the proxyholder with a control number via email in order for this proxyholder to attend and vote at the meeting online. Without a control number, proxyholders will not be able to vote or ask questions online at the meeting but will be able to participate as a guest.

4. If this Proxy is undated, it will be deemed to be dated the date on which it was mailed on behalf of Air Canada.

5. Any of the joint holders of shares of Air Canada may sign a form of proxy in respect of such shares but, if more than one of them attends the Meeting or is represented by proxyholder, then the one whose name appears first in the register of the holders of such shares, or that one's proxyholder, will alone be entitled to vote in respect thereof.

DEFINITIONS:

"affiliation" for the purposes hereof means as follows: (a) one corporation is affiliated with another corporation if (i) one of them is a subsidiary of the other, (ii) both are subsidiaries of the same corporation, or (iii) both are controlled by the same person; (b) if two corporations are affiliated with the same corporation at the same time, they are deemed to be affiliated with each other; (c) a partnership or sole proprietorship is affiliated with another partnership or sole proprietorship if both are controlled by the same person; (d) a corporation is affiliated with a partnership or a sole proprietorship if both are controlled by the same person; (e) a corporation is a subsidiary of another corporation if it is controlled by that other corporation or by a subsidiary of that other corporation; (f) a corporation is controlled by a person other than Her Majesty in right of Canada or a province if (i) securities of the corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation are held, directly or indirectly, whether through one or more subsidiaries or otherwise, otherwise than by way of security only, by or for the benefit of that person, and (ii) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the corporation; (g) a corporation is controlled by Her Majesty in right of Canada or a province if (i) the corporation is controlled by Her Majesty in the manner described in paragraph (f), or (ii) in the case of a corporation without share capital, a majority of the directors of the corporation, other than ex officio directors, are appointed by (A) the Governor in Council or the Lieutenant Governor in Council of the province, as the case may be, or (B) a Minister of the government of Canada or the province, as the case may be; and (h) a partnership is controlled by a person if the person holds an interest in the partnership that entitles the person to receive more than 50% of the profits of the partnership or more than 50% of its assets on dissolution.

"Canadian" means (a) a Canadian citizen or a Permanent resident, (b) a government in Canada or an agent or mandatory of such a government, or (c) a corporation or entity that is incorporated or formed under the laws of Canada or a province, that is controlled in fact by Canadians and of which at least 51% of the voting interests are owned and controlled by Canadians and where (i) no more than 25% of the voting interests are owned directly or indirectly by any single Non-Canadian, either individually or in affiliation with another person, and (ii) no more than 25% of the voting interests are owned directly or indirectly by one or more Non-Canadian Holders Authorized to Provide Air Service, either individually or in affiliation with another person.

"Canadian citizen" means (a) a person who was born in Canada after February 14, 1977, (b) a person who was born outside of Canada after February 14, 1977 and at the time of his or her birth one of his or her parents, other than a parent who adopted him or her, was a Canadian citizen, (c) a person who has been granted or has acquired citizenship and, in the case of a person who is 14 years of age or over on the day that he or she is granted citizenship, he or she has taken the oath of citizenship, (d) a person who was a citizen immediately before February 15, 1977, or (e) a person who was entitled, immediately before February 15, 1977, to become a citizen under paragraph 5(f)(b) of the former Canadian Citizenship Act.

"Control" means control in any manner that results in control in fact, whether directly or indirectly, through the ownership of securities or otherwise including through a corporation, trust, an agreement or arrangement, and without limiting the generality of the foregoing, a corporation is deemed to be controlled by a person if securities of the corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation are held, directly or indirectly, whether through one or more subsidiaries or otherwise (other than by way of security only), by or for the benefit of that person, and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the corporation; and a partnership is deemed to be controlled by a person if the person holds an interest in the partnership that entitles the person to receive more than 50% of the profits of the partnership or more than 50% of its assets on dissolution.

"Non-Canadian" means a person who is not a Canadian.

"Non-Canadian Holder Authorized to Provide Air Service" means any Non-Canadian authorized to provide an air service in any jurisdiction (and, for purposes hereof, "air service" includes a service, provided by means of an aircraft, that is publicly available for the transportation of passengers or goods, or both).

"Permanent resident" means a person who has been granted lawful permission to come into Canada to establish permanent residence, has not become a Canadian citizen, and has not left or remained outside Canada with the intention of abandoning Canada as that person's place of permanent residence or had a deportation order made against him which has not been quashed or stayed; where a permanent resident is outside Canada for more than 183 days in any one 12 month period, that person shall be deemed to have abandoned Canada as his or her place of permanent residence unless that person satisfies an immigration officer or an adjudicator, as the case may be, that he or she did not intend to abandon Canada as his or her place of permanent residence.

HOW TO VOTE
INTERNET
• Go to www.meeting-vote.com
• Cast your vote online
• View Meeting documents
You will need your Control Number which is set forth on the reverse side of this Proxy. If you choose to vote online, please do not return this Proxy.	TELEPHONE
• Use any touch-tone phone, call
• 1-888-489-7352 toll free in Canada and the United States and an agent will help you vote online.
• You will need your Control Number which is set forth on the reverse side of this Proxy. If you choose to vote by telephone, please do not return this Proxy.
FAX
Complete and fax your signed Proxy to: +1-416-595-9593.
EMAIL
Complete and return your signed Proxy to: proxyvote@tmx.com
MAIL
Complete and return your signed Proxy in the envelope provided; or
Complete and deliver your signed Proxy to:
TSX Trust Company
100 Adelaide Street W, Suite 301
Toronto, Ontario M5H 4H1
Attention: Proxy Department	or 1190 des Canadiens-de-Montréal
Avenue, Suite 1700
Montréal, Québec H3B 0G7
Attention: Proxy Department
733 Seymour Street, Suite 2310
Vancouver, BC V6B 0S6
Attention: Proxy Department	or Telus Sky Building
2110, 685 Centre Street SW
Calgary, AB T2G 1S5
Attention: Proxy Department
All proxies must be received by 4:00 p. m. (Eastern Time) on March 27, 2025.

Financial Statements Request

In accordance with securities regulations, shareholders may elect annually to receive financial statements, or a notice advising how to access financial statements, if they so request. If you wish to receive such mailings, please mark your selection.

Interim Financial Reports

Shareholders will not receive our interim financial reports by mail unless specifically requested. Mark this box if you would like to receive interim financial reports by mail. If you do not mark this box, or do not return this Proxy or register online then it will be assumed you do NOT want to receive interim financial reports.

Annual Financial Report

As a registered shareholder, you will receive the annual financial report, or a notice advising how to access the annual financial report, by mail. Mark this box if you DO NOT want to receive the annual financial report, or notice advising how to access the annual financial report, by mail.