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Air Canada Proxy Solicitation & Information Statement 2026

Mar 30, 2026

42628_rns_2026-03-30_883f888b-1be2-4fb5-9a32-53f523d3842f.pdf

Proxy Solicitation & Information Statement

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Summary

Meeting

Directors

Governance

Sustainability

Executive compensation

Other information about the meeting

Other information about us

Schedules

Notice of 2026 annual meeting of shareholders

Your vote is important to us.

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 May 1, 2026 (together with any adjournment or postponement thereof, 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
Friday, May 1, 2026
8:30 a.m. (Pacific time)
11:30 a.m. (Eastern time) · In person, at TELUS Garden, 510 West Georgia Street, 5th Floor, Vancouver, British Columbia
· 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 2025, including the auditors' report, before shareholders
2. Electing 13 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. Increasing the number of shares reserved for issuance under our Long-Term Incentive Plan
6. Ratifying our current shareholder rights plan
7. Considering and voting on shareholder proposal no. 1, if 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 March 3, 2026 are entitled to receive notice of, and vote at, our annual shareholder meeting in respect of the items indicated above and any other matters that may properly come before the meeting.
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 to all shareholders. 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 March 19, 2026, unless otherwise indicated, including in the Message from the Chair of our Board and our President and Chief Executive Officer.

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Marc Barbeau

Executive Vice President, Chief Legal Officer and Corporate Secretary

Montréal, Québec

March 19, 2026

Notice of 2026 annual meeting of shareholders

Management proxy circular

AIR CANADA