EXPLANATORY NOTES 3
CORPORATE STRUCTURE 4
THE CHORUS BUSINESS 6
CHORUS BUSINESS SEGMENTS - REGIONAL AVIATION SERVICES12
CHORUS BUSINESS SEGMENTS - REGIONAL AIRCRAFT LEASING17
RESOURCES 18
FACILITIES19
CAPITAL STRUCTURE19
COMPETITION 29
LOGOS AND TRADEMARKS30
REGULATORY ENVIRONMENT31
RISK FACTORS37
MARKET FOR SECURITIES56
SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER57
TRANSFER AGENTS AND REGISTRARS57
DIVIDENDS57
DIRECTORS AND OFFICERS 58
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS63
LEGAL PROCEEDINGS63
CONFLICTS OF INTERESTS64
INTEREST OF EXPERTS64
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 64
MATERIAL CONTRACTS 64
ADDITIONAL INFORMATION65
GLOSSARY OF TERMS67

EXPLANATORY NOTES

The information in this AIF is stated as at December 31, 2020, unless otherwise indicated.

Corporation - References herein to the "Corporation" refer solely to Chorus Aviation Inc.

Chorus - References herein to "Chorus" include references, as the context may require, to Chorus Aviation Inc. and one or more of its current and former subsidiaries.

Management - References herein to "management" refer to the management of Chorus.

Subsidiaries - References herein to the term "subsidiary" or "subsidiaries" refer, in relation to any entity, to any other entity, including a corporation or a limited partnership, which is controlled, directly or indirectly, by that entity.

Defined Terms - Capitalized terms are defined in the "Glossary of Terms" section at the end of this AIF, if not defined when first used.

Currency - Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars.

Caution regarding forward-looking information – This AIF contains certain forward-looking information with respect to the Corporation and its subsidiaries, including those regarding its results, its financial position, its outlook for the future and planned measures. Forward- looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such information may involve but is not limited to comments with respect to strategies, expectations, planned operations or future actions.

Forward-looking information relates to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable, and other uncertain events. Forward-looking information, by its nature, is based on assumptions, including those referenced below, and is subject to important risks and uncertainties. Any forecasts or forward-looking predictions or statements cannot be relied upon due to, among other things, external events, changing market conditions and general uncertainties of the business. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed in the forward-looking information. Actual results may differ materially from anticipated results indicated in forward-looking information for a number of reasons, including without limitation, the development of circumstances which differ from the assumptions in the Annual MD&A under the heading "Outlook"; a prolonged duration of the COVID-19 outbreak and/or future restrictive measures to contain its spread; the evolving impact of COVID-19 on Chorus' contractual counterparties; changes in the aviation industry and general economic conditions; risks relating to Chorus' economic dependence on and relationship with Air Canada including the continued payment (in whole or in part) of amounts due under the CPA and the risk of disputes under the CPA; including the continued payment (in whole or in part) of amounts due under the CPA and the risk of disputes under the CPA; the failure to close pending aircraft acquisitions or lease commitments relating to future aircraft deliveries; the failure to secure financing for future capital commitments; risks relating to the aviation industry (including the international operation of aircraft in developing countries and areas of unrest); risks relating to aircraft leasing (including the financial condition of lessees, availability of aircraft, access to capital, fluctuations in aircraft market values, competition and political risks); the failure of Chorus or any other party to satisfy conditions precedent to the closing of transactions that are announced prior to their completion; energy prices, general industry, market, credit, and economic conditions (including a severe and prolonged economic downturn which could result in reduced payments under the CPA); increased competition affecting Chorus and/or Air Canada;

insurance issues and costs; supply issues and costs; the risk of war, terrorist attacks, aircraft incidents and accidents; fraud, cybersecurity attacks or other criminal behaviour by internal or external parties; the continuation of the COVID-19 pandemic and/or the emergence of new disease epidemics or pandemics; environmental factors or acts of God; changes in demand due to the seasonal nature of Chorus' business or general economic conditions; the ability to reduce operating costs and employee counts; the ability of Chorus to secure financing or refinance existing indebtedness or assets; the ability of Chorus to attract and retain the talent required for its existing operations and future growth; the ability of Chorus to remain in good standing under and to renew and/or replace the CPA and other important contracts; employee relations, labour negotiations or disputes; pension issues and costs; currency exchange and interest rates; debt leverage and restrictive covenants contained in debt facilities; future changes (if any) to Chorus' dividend policy; managing growth; changes in laws; adverse regulatory developments or proceedings in countries in which Chorus and its subsidiaries operate or will operate; pending and future litigation and actions by third parties; and the risks referred to in the "Risk Factors" section of this AIF as well as the factors identified throughout this AIF. Readers are cautioned that the foregoing list of factors and risks is not exhaustive.

Examples of forward-looking information in this AIF include the discussion under the headings "The Chorus Business", "Chorus Business Segments – Regional Aviation Services", "Chorus Business Segments – Regional Aircraft Leasing" and "Capital Structure", as well as discussion throughout this AIF regarding expectations as to Chorus' future contracted revenues, the Corporation's financial strength and liquidity, the recovery of passenger air travel in Canada and around the world, and the execution of the Corporation's growth strategy**.** The forward-looking information contained in this AIF represents the Corporation's expectations as of the date hereof and is subject to change after such date. However, the Corporation disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

CORPORATE STRUCTURE

The Corporation is a holding company with various aviation interests incorporated on September 27, 2010 pursuant to the Canada Business Corporations Act.

The Corporation's chief executive office is located at 3 Spectacle Lake Drive, Suite 100, Dartmouth, Nova Scotia, B3B 1W8, and its registered office is located at 100 King Street West, 1 First Canadian Place, Suite 6200, P.O. Box 50, Toronto, Ontario M5X 1B8.

The Corporation's Restated Articles of Incorporation, Articles of Amendment, and Third Amended and Restated By-Law No. 1 are available on Chorus' website at www.chorusaviation.com and on SEDAR at www.sedar.com. The Corporation's articles were most recently amended to increase the Corporation's authorized capital by creating Preferred Shares. The amendments to the Corporation's articles were approved by Shareholders at the Corporation's Annual and Special Meeting of Shareholders held on June 29, 2020.

Additional information regarding Chorus' corporate structure is provided in the consolidated financial statements for the year-ended December 31, 2020 and the Annual MD&A, both of which are available on Chorus' website at www.chorusaviation.com and on SEDAR at www.sedar.com.

Organizational Structure

As of the date of this AIF, the table below identifies the Corporation's subsidiaries, where they are incorporated or registered, and the percentage of shares or units of such subsidiaries that the Corporation directly or indirectly beneficially owns or exercises control or direction over.

Subsidiary	Jurisdiction ofIncorporation orRegistration	Percentage of shares orunits directly or indirectlyheld by Chorus atFebruary 18, 2021
Entities in Regional Aircraft Leasing Segment
Bloom Aircraft Leasing Limited*	Ireland	100%
Chorus Aviation Capital Corp.	Canada	100%
Chorus Aviation Capital (Ireland) Limited	Ireland	100%
Chorus Aviation Capital (U.K.) Limited	England and Wales	100%
Chorus Aviation Capital (USA), Inc.	Delaware, USA	100%
Chorus Aviation Capital (Singapore) Pte. Ltd.	Singapore	100%
Chorus Aviation Leasing Inc.	Canada	100%
Clare Aircraft Leasing Limited*	Ireland	100%
Clontarf Aircraft Leasing Limited*	Ireland	100%
Commuter Aircraft Leasing Limited*	Ireland	100%
Commuter Aircraft Leasing 2017 I Limited*	Ireland	100%
Commuter Aircraft Leasing 2017 II Limited*	United Kingdom	100%
Commuter Aircraft Leasing 2017 III Limited*	Ireland	100%
Commuter Aircraft Leasing 2017 IV Limited*	Ireland	100%
Commuter Aircraft Leasing 2017 V Limited*	Ireland	100%
Commuter Aircraft Leasing 2017 VI Limited*	Ireland	100%
Commuter Aircraft Leasing 2017 VII Limited*	Ireland	100%
Commuter Aircraft Leasing 2017 VIII Limited*	Ireland	100%
Cork Aircraft Leasing Limited*	Ireland	100%
Dedalus Q400 Leasing Limited*	Ireland	100%
Donegal Q400 Leasing Limited*	Ireland	100%
Galway Aircraft Leasing Limited *	Ireland	100%
Kerry ATR72 Leasing Limited*	Ireland	100%
Kilkenny Aircraft Leasing Limited*	Ireland	100%
Limerick Aircraft Leasing Limited *	Ireland	100%
Malahide Aircraft Leasing Limited *	Ireland	100%
Newgrange Aircraft Leasing Limited *	Ireland	100%
Portlaoise Aircraft Leasing Limited *	Ireland	100%
Sandycove Aircraft Leasing Limited*	Ireland	100%
Slane Aircraft Leasing Limited *	Ireland	100%
Tipperary Aircraft Leasing Limited*	Ireland	100%
Waterford Aircraft Leasing Limited*	Ireland	100%
Entities in Regional Aviation Services Segment

Aviation General Partner Inc.	Ontario	100%
Jazz Aviation LP**	Ontario	100%
Jazz Leasing Inc.*	Canada	100%
Voyageur Aviation Corp.	Ontario	100%

* Special purpose entities formed to hold the legal or beneficial interest in aircraft and/or aircraft leases.

** Limited partnership. All limited partnership units are owned by the Corporation. The general partner is Aviation General Partner Inc.

THE CHORUS BUSINESS

Chorus' vision is to deliver regional aviation to the world. Headquartered in Halifax, Nova Scotia, Chorus comprises Chorus Aviation Capital, a leading lessor of regional aircraft to airlines around the world, and Jazz and Voyageur, companies that have long histories of safe flight operations with excellent customer service. Through its subsidiaries, Chorus provides a full suite of regional aviation support services that encompasses every stage of an aircraft's lifecycle, including: aircraft acquisition and leasing; aircraft refurbishment, engineering, modification, repurposing and preparation; contract flying; aircraft and component maintenance, disassembly, and parts provisioning.

Chorus groups its businesses into two reporting segments:

(1) Regional Aviation Services: This segment includes all three sectors of the regional aviation industry in which Chorus currently operates. This segment also includes corporate expenses, such as interest expense on the 6.00% Debentures, the 5.75% Unsecured Debentures, the Unsecured Revolving Credit Facility and the Operating Credit Facility, executive and share-based compensation, and professional fees.
- a) Contract flying: Chorus provides contract flying services, commonly referred to as "wet leasing", through two of its wholly-owned subsidiaries: Jazz and Voyageur.

Jazz is the largest regional airline in Canada and operates more flights into more airports in Canada through its scheduled services under the CPA with Air Canada than any other Canadian airline. Under the CPA, Jazz operates substantially all its capacity on behalf of Air Canada under the Air Canada Express brand. (For additional information, please see "Chorus Business Segments - Regional Aviation Services - Contract Flying - Capacity Purchase Agreement with Air Canada.")

Voyageur provides charter services and specialized contract flying, such as medical, logistical and humanitarian flights, to international and Canadian customers.

b) Aircraft leasing: Jazz currently earns leasing revenue under the CPA from Chorus-owned Dash 8-400s, CRJ900s, Dash 8-300s and Spare Engines. (For additional information, please see "Chorus Business Segments – Regional Aviation Services – Contract Flying – Capacity Purchase Agreement with Air Canada"). Please refer to the Annual MD&A for the number of aircraft and engines from which Chorus earns leasing revenue under the CPA. Voyageur also earns some revenue from aircraft leasing.
c) Maintenance, repair and overhaul ("MRO"), part sales and technical services: Jazz, through its Jazz Technical Services division, provides 24/7 MRO services and is certified on Dash aircraft and CRJ aircraft products as well as Embraer 135 and 145 aircraft. Voyageur provides specialty, MRO and engineering services on Dash aircraft and CRJ aircraft products and is Transport Canada, Federal Aviation Administration and European Aviation Safety Agency certified. Capabilities also include technical advisory support as well as aircraft disassembly and aircraft parts provisioning and sales offering. (For additional information, please see "Chorus Business Segments - Regional Aviation Services – Maintenance, Repair and Overhaul Operations".)
(2) Regional Aircraft Leasing: Chorus provides aircraft leasing to third-party air operators, commonly referred to as "dry leasing", through its wholly-owned subsidiary, Chorus Aviation Capital. As of February 18, 2021, CAC's portfolio of leased aircraft consists of 62 aircraft of which 49 aircraft are on lease to airline customers comprising 18 Dash 8-400s, 16 ATR72-600s, four CRJ1000s, four E190s, two E195s and five A220-300s. CAC owns 13 aircraft that are currently off-lease and intends to remarket them for lease to other airlines. Please refer to the Annual MD&A for the number

of leased aircraft in CAC's portfolio which section is deemed incorporated into this AIF by reference. (For additional information, please see "Chorus Business Segments - Regional Aircraft Leasing".)

Three-Year History

This section contains forward-looking statements. Please refer to the caution regarding forward-looking statements included in the section of this AIF titled "Explanatory Notes".

2020 (including subsequent events up to and including February 18, 2021)

On January 19, 2021, Chorus announced that Jazz was named one of Canada's Top Employers for Young People for the ninth year. Canada's Top Employers for Young People is an editorial competition organized by the Canada's Top 100 Employers project and recognizes employers that offer the nation's best workplaces, programs and initiatives to attract and retain younger people entering the workforce.

On January 14, 2021, Chorus announced that Jazz was recognized as one of Nova Scotia's Top Employers for the tenth consecutive year by Mediacorp Canada Inc.

On January 7, 2021, Chorus announced that Jazz was recognized as one of Atlantic Canada's Top Employers for the tenth consecutive year by Mediacorp Canada Inc.

On December 23, 2020, Chorus announced the delivery of two new Airbus A220-300 aircraft to airBaltic of Latvia. The aircraft were the final two of five units placed on long-term lease with the airline through a sale and leaseback transaction announced on November 20, 2019.

On November 2, 2020, Chorus announced that Jazz Aviation was named among Canada's Safest Employers 2020 winning gold in the Public Transportation category. This is Jazz's fourth consecutive year accepting awards at the Canada's Safest Employers event. The awards recognize companies from across Canada with outstanding accomplishments in promoting the health and safety of their employees.

On September 21, 2020, Chorus announced the delivery of a new Airbus A220-300 aircraft to airBaltic of Latvia. The aircraft was the third of five units to be placed on long-term lease with the airline through a sale and leaseback transaction announced on November 20, 2019.

On June 30, 2020, the Corporation issued a statement in response to Air Canada's announcement (of the same date) regarding the discontinuation of 30 regional routes.

On June 30, 2020, Aeromexico filed for voluntary Chapter 11 petitions in the United States. At the time of the filing, Chorus Aviation Capital leased three E190s to Aeromexico.

On June 29, 2020, the Corporation announced the election of its directors and the appointment of Richard Falconer as Chairman of its Board of Directors.

On May 25, 2020, Chorus announced that Jazz was a recipient of the 2019 Outstanding Commitment to Employment Equity award by Employment and Social Development Canada.

On April 28, 2020, the Corporation announced that it had executed a US$100 million unsecured revolving credit facility to be used for general corporate purposes.

On April 27, 2020, the Corporation announced that it was adopting a shareholder rights plan effective as of April 27, 2020.

On April 20, 2020, Virgin Australia entered into voluntary administration and in early September 2020, Virgin Australia terminated its lease agreements with Chorus Aviation Capital for three ATR72-600s.

During April 2020, CityJet filed for examinership. During the third quarter, Chorus Aviation Capital repossessed two CRJ900s previously on lease to CityJet pursuant to a negotiated termination agreement.

On April 9, 2020, Chorus announced Jazz's intention to adopt the Canadian Emergency Wage Subsidy ("CEWS") in view of a 90% reduction in its flying operations until at least the end of May 2020.

On April 6, 2020, Chorus provided an update on the impact of the COVID-19 pandemic on its business and announced its initiatives to preserve liquidity including, significant employee reductions, deferral of Chorus Aviation Capital's pending transactions, the suspension of Chorus' dividend and its Dividend Reinvestment Plan and the temporary reduction of management and administrative salaries.

On March 18, 2020, Chorus provided a statement on the impact of the COVID-19 pandemic on its business, noting that the measures taken to contain the spread of COVID-19 had resulted in significant reductions in airline passenger volumes, requiring airlines around the world to take immediate measures to reduce costs. The Corporation noted it was working closely with Air Canada to find efficiencies, adjust schedules and implement operational changes, and that many of Chorus Aviation Capital's lessees had requested some measure of temporary rent relief.

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic.

On March 5, 2020, Flybe Limited ceased operating and was placed in administration. Chorus had three ATR 72-600 and five Dash 8-400 aircraft on lease with Flybe.

On January 20, 2020, Chorus announced that Jazz Aviation was named one of Canada's Best Diversity Employers for the ninth consecutive year by Mediacorp Canada Inc.

On January 13, 2020, Chorus announced the progress made by Chorus Aviation Capital in 2019, noting that in December 2019, CAC had grown its portfolio by a further two mid-life Dash 8-400s on lease to Croatia Airlines and two new ATR 72-600s on lease to IndiGo. Additionally, CAC announced that it had extended its lease agreements with Aeromexico Connect, a subsidiary of Aeromexico, in respect of three Embraer 190 aircraft previously acquired in 2017.

2019

As of December 31, 2019, Jazz Technical Services, the MRO division of Jazz, had successfully completed the ESP on 13 Dash 8-300 aircraft since the launch of the ESP in April 2017. Chorus is the launch customer for the Dash 8-300 ESP, the first of its kind for this aircraft type. The ESP extends the life a Dash 8-300 by 50% (or approximately 15 years).

In December, 2019, the Corporation raised gross proceeds of $86.25 million through a public offering of 5.75% senior unsecured debentures due December 31, 2024 (the "5.75% Unsecured Debentures"), the net proceeds of which will be used to fund the growth of Chorus Aviation Capital, including the acquisition of aircraft intended for or currently on lease to third parties, as well as for working capital requirements and general corporate purposes. A copy of the short form prospectus for the offering is available on SEDAR at www.sedar.com.

On November 20, 2019, Chorus announced that Chorus Aviation Capital had entered into a sale-leaseback agreement with airBaltic of Latvia to acquire five new Airbus A220-300 aircraft under a sale and lease-back transaction, marking the addition of this new aircraft type to the CAC product offering.

On November 19, 2019, Jazz Aviation, CAE and Seneca announced the launch of the first cadet pilot training program in Canada. This new program provides cadets with a conditional letter of employment from Jazz.

On November 17, 2019, Chorus announced that Voyageur had entered into an agreement with BendixKing to develop a Supplemental Type Certificate (STC) for the design installation of the BendixKing AeroVue™ avionics upgrade for the Dash 8-100/200/300 series of aircraft.

On November 17, 2019, Voyageur and Segers Aviation SA, a Segers Group company, announced the establishment of a regional aircraft parts depot in Dubai, UAE. Under this agreement, Voyageur will be providing a pool of spare parts for Dash aircraft and CRJ aircraft to Segers for sale or exchange.

On October 23, 2019, Chorus announced that Jazz was named among Canada's Safest Employers 2019, taking Gold in the Transportation category. The awards recognize companies from across Canada with outstanding accomplishments in promoting the health and safety of their employees

On October 7, 2019, Chorus announced that Chorus Aviation Capital had acquired two ATR72-600 aircraft on lease to Malindo Air, a Malaysian operator forming part of the Lion Air Group. Earlier in 2019, Chorus Aviation Capital also delivered two new ATR 72-600 aircraft for lease to Malindo Air, bringing the total number of aircraft leased by Chorus Aviation Capital to the Lion Air Group to five.

In October 2019, Chorus sold three Dash 8-400 aircraft that were on lease to Falcon.

On August 21, 2019, Jazz Aviation announced that it had signed an agreement with Toronto Airways Inc. to expand their Instructor Pathway Program. The carrier become the 20th organization in the Jazz Aviation Pathways Program.

On June 13, 2019, Chorus announced that Chorus Aviation Capital had entered into agreements to deliver six new ATR72-600 aircraft to IndiGo of India under a sale and leaseback transaction.

On May 21, 2019, Chorus announced that Chorus Aviation Capital had entered into a purchase agreement to acquire five, mid-life Dash 8-400 aircraft currently on lease with Europe's largest independent regional airline, Flybe.

On May 13, 2019, Chorus received court approval of its plan of arrangement effecting amendments to the Corporation's articles and by-laws to align the permitted level of non-Canadian ownership and control of its voting shares within its articles with those prescribed by the new definition of "Canadian" under the Canada Transportation Act (as amended in June 2018).

On April 17, 2019, the Corporation announced that Chorus Aviation Capital entered into agreements to deliver five new Dash 8-400 aircraft to SpiceJet of India under a sale and leaseback transaction.

On March 11, 2019, the Corporation announced an executive realignment to support its growth and diversification strategies.

On March 1, 2019, the Corporation announced that Jazz Aviation was named one of Canada's Best Diversity Employers for the eighth consecutive year, by Mediacorp Canada Inc.

On February 21, 2019, Chorus announced it had entered into an agreement to acquire two ATR72-600s on lease to Azul of Brazil, and four Dash 8-400s on lease to two other existing customers of Chorus Aviation Capital. The acquisition of the aircraft on lease to Azul was complete at the time of the announcement with the remaining acquisitions of the aircraft on lease to the other two lessees to be completed in the first quarter of 2019 subject to the satisfaction of customary conditions precedent.

On February 6, 2019, Chorus announced it had entered into a firm purchase agreement to acquire nine new CRJ900 aircraft. These aircraft are expected to be delivered in 2020. Once delivered, they will be operated by Jazz and earn revenue for Chorus under the CPA.

On February 4, 2019, the Air Canada Investment was completed (resulting in the issuance of 15,561,600 Voting Shares to Air Canada for gross proceeds of $97.26 million), the Corporation and Air Canada entered into an investor rights agreement (the "Investor Rights Agreement"), and the 2019 CPA Amendments became effective on a retroactive basis to January 1, 2019. Copies of the term sheet setting out the 2019 CPA Amendments, the subscription agreement in respect of the Air Canada Investment, and the Investor Rights Agreement are all available on SEDAR at www.sedar.com.

On January 31, 2019, Chorus announced that Jazz's pilots, represented by ALPA, had ratified the amendments to the collective agreement referenced in Chorus' announcement dated January 14, 2019, extending the agreement to December 31, 2035.

On January 21, 2019, Chorus announced that its subsidiary, CACIL, secured a US $300.0 million committed, revolving credit facility to be used to finance future aircraft acquisitions for its regional aircraft leasing business.

On January 14, 2019, Chorus announced that it had reached an agreement with Air Canada to amend the CPA and extend its term for an additional 10 years ending December 31, 2035 (the "2019 CPA Amendments"). The 2019 CPA Amendments were subject to certain material conditions precedent to closing, including the ratification of amendments to the collective agreement tentatively agreed between Jazz and its pilots, as represented by ALPA. Chorus also announced that Air Canada would make a $97.26 million equity investment in the Corporation, which was expected to result in Air Canada holding approximately 9.99% of the Corporation's issued and outstanding shares (the "Air Canada Investment"). Copies of the Corporation's Material Change Reports dated January 24, 2019 and February 13, 2019 describing the foregoing transactions in further detail are available on SEDAR at www.sedar.com and are deemed incorporated into this AIF by reference.

On January 1, 2019, Voyageur Aviation Corp., Voyageur Aerotech Inc., Voyageur Airways Limited, Voyageur Avparts Inc., North Bay Leasing Inc. and Chorus Aviation Holdings II Inc. were amalgamated under the Business Corporations Act (Ontario) as "Voyageur Aviation Corp.". Voyageur continues to use "Voyageur Airways", "Voyageur Aerotech" and "Voyageur Avparts" as registered business names in conducting its ACMI, MRO and USM businesses, respectively.

2018

As of December 31, 2018, Chorus Aviation Capital grew its portfolio of aircraft to 34 with the following additions occurring over the course of 2018 (inclusive of five transactions pending completion):

One ATR72-600 aircraft leased to Azul Airlines;
Two CRJ900 aircraft leased to CityJet;
One Dash 8-400 aircraft leased to Ethiopian Airlines;
Two Dash 8-400 aircraft leased to Jambojet;
Four ATR72-600 aircraft leased to the Lion Air Group; and
Three Dash 8-400 aircraft leased to Philippine Airlines.

As of December 31, 2018, Jazz Technical Services, the MRO division of Jazz, successfully completed the ESP on an additional four Dash 8-300 aircraft, bringing the total to eight aircraft completed since the launch of the ESP in 2017. Chorus is the launch customer for the Dash 8-300 ESP, the first of its kind for this aircraft type. As each ESP is completed on an aircraft, Chorus starts to earn lease revenue on that aircraft under the CPA.

On November 28, 2018, Chorus provided an overview of its proposed format for segmented financial reporting. On December 21, 2018, Chorus filed Supplement Segment Reporting Transition Information for

Q1 and Q2 2018. Chorus' reportable business segments are: Regional Aviation Services, and Regional Aircraft Leasing.

On September 27, 2018, Chorus announced that Voyageur, through its Voyageur Avparts division, had expanded its product offerings with the acquisition of a Dash 8-400 aircraft. This expanded Voyageur's parts offering beyond Dash 8-100, Dash 8-300 and CRJ200 inventory.

On September 26, 2018, Chorus announced that Jazz Technical Services was awarded a contract for heavy maintenance work for airBaltic of Latvia. Under the terms of the agreement, Jazz Technical Services will provide airframe maintenance in support of airBaltic's 12 Dash 8-400 aircraft at Jazz's facility in Halifax, Nova Scotia.

On September 25, 2018, Chorus announced that Jazz Technical Services, the MRO division of Jazz, received Transport Canada certification to perform airframe heavy maintenance on Embraer 135 and 145 regional aircraft.

On April 23, 2018, Jazz was Bombardier's North American recipient of its 2017 Airline Reliability Performance Awards in two categories: CRJ100/200 aircraft programs for North America; and, CRJ700/900/1000 aircraft programs for North America. Jazz has been the recipient of Bombardier's reliability awards for five consecutive years.

In March 2018, the Corporation raised gross proceeds of $112.0 million through a public offering of Common Shares, the majority of which was raised to fund the growth of Chorus Aviation Capital, Chorus' aircraft leasing business, including the acquisition of aircraft intended for or currently on lease to third parties, as well as for working capital requirements and other general corporate purposes. A copy of the short form prospectus for the offering is available on SEDAR at www.sedar.com.

On February 9, 2018, Chorus announced that Voyageur Aviation was undertaking an extensive redevelopment of its specialized maintenance, repair and overhaul facilities in North Bay with the support of funding from the Northern Ontario Heritage Fund Corporation. Voyageur has invested this funding in facility improvements, new equipment and technology and personnel training.

On February 7, 2018, Chorus announced that Jazz's Airport Services employees ratified a tentative agreement reached on January 9, 2018. The term of the collective agreement expires in January 2022.

On February 1, 2018, the Corporation implemented a Dividend Reinvestment Plan (the "DRIP") which provides Shareholders who are resident in Canada the opportunity to purchase additional Common Shares using cash dividends paid on Common Shares enrolled in the DRIP (see "Dividends - Dividend Reinvestment Plan").

Chorus' Strategy

Chorus' long-term strategy remains focused on providing an integrated and comprehensive suite of regional aviation services, including aircraft leasing and support services, to customers around the world by drawing on our expertise in all areas of regional operations.

Each of Chorus' subsidiaries possesses unique expertise and capabilities in regional aviation. Their combined capabilities afford Chorus the opportunity to offer a full suite of flight, maintenance, repair, overhaul, parts provisioning and sales, aircraft conversion, refurbishment, modification and leasing solutions to regional aircraft owners and operators around the globe. Combined with Chorus' values of listening, collaborating and improving, Chorus is uniquely positioned to deliver regional aviation to the world.

Since the onset of the COVID-19 pandemic, Chorus has been focused on maintaining liquidity. As a result, Chorus has curtailed or deferred previously planned investments in growth. Although Chorus intends to

resume reinvesting in growth when it is able, there can be no assurance as to the timing of such resumption or Chorus' ability to access the capital necessary to fund future growth (see "Risk Factors").

Additional information on Chorus' strategy is discussed in section 3 "Strategy" of Chorus' Annual MD&A, which section is incorporated into this AIF by reference.

Segment Revenues

The revenues reported for each of the Corporation's two reportable business segments (Regional Aviation Services and Regional Aircraft Leasing) for the years ended December 31, 2020 and December 31, 2019 are as follows:

			For the Year Ended December 31, 2020		For the Year Ended December 31, 2019
	RegionalAviationServices	RegionalAircraftLeasing	Consolidated	RegionalAviationServices	RegionalAircraftLeasing	Consolidated
Revenue($000's)	801,336	147,385	948,721	1,239,404	127,043	1,366,447

CHORUS BUSINESS SEGMENTS - REGIONAL AVIATION SERVICES

The Regional Aviation Services segment includes contract flying (including ACMI and charter operations) and MRO services (including parts provisioning and sales and technical services) that are carried on by Jazz and Voyageur. Aircraft leasing under the CPA and aircraft leasing by Voyageur to third parties are also included in the Regional Aviation Services segment.

This segment also includes corporate expenses, such as interest on the 6.00% Debentures and the 5.75% Unsecured Debentures, the Unsecured Revolving Credit Facility and the Operating Credit Facility, the cost of executive and share-based compensation and professional fees.

Contract Flying

Capacity Purchase Agreement with Air Canada

Overview

Jazz is the largest regional airline in Canada and operates more flights into more airports in Canada than any other airline. Jazz and Air Canada are parties to the CPA under which Air Canada purchases substantially all of Jazz's fleet capacity. Air Canada is responsible for scheduling, pricing, product distribution, seat inventories, marketing and advertising, and customer service at certain airports staffed or administered directly by Air Canada. Air Canada is entitled to all revenues associated with the operation of the Covered Aircraft, including revenue from passenger ticket sales and cargo services. Accordingly, Air Canada bears all market risk associated with fluctuations in those revenues.

Jazz's operations provide a significant part of Air Canada's domestic and transborder network under the Air Canada Express brand. Under the CPA, Jazz provides service to and from lower density markets, along with higher density markets at off-peak times, throughout Canada and to and from certain destinations in the United States. Jazz uses Air Canada's two-letter flight designator code (AC), and any other code specified by Air Canada and belonging to a Star Alliance® partner or other partner of Air Canada, to identify Scheduled Flights.

As a result of the COVID-19 pandemic, the number of flights operated by Jazz on behalf of Air Canada was significantly reduced through most of 2020 relative to 2019 levels. As at December 31, 2020, Jazz operated scheduled passenger service on behalf of Air Canada with approximately 150 departures per day to 44

destinations in Canada and 5 destinations in the United States. For comparison, as at December 31, 2019, Jazz operated scheduled passenger service on behalf of Air Canada with approximately 690 departures per day to 59 destinations in Canada and 28 destinations in the United States.

As Chorus derives most of its revenue from the CPA, it is substantially dependent on the CPA (see "Risk Factors" for a description of the risks relating to Chorus' relationship with Air Canada).

Aircraft Fleet Under the CPA

As part of the 2019 CPA Amendments, Jazz and Air Canada agreed to reduce the minimum number of Covered Aircraft to 105 over the period starting January 1, 2019 through December 31, 2025. From January 1, 2026 through December 31, 2035, Air Canada has the right to determine the composition of the fleet of Covered Aircraft on the condition that the fleet must have a minimum of 80 aircraft with 75 to 78 seats.

Revenues and Costs Under the CPA

Jazz earns revenue under the CPA from five sources:

1. Fixed Margin
1. Performance Incentives
1. Controllable Cost Revenue
1. Pass-Through Revenue
1. Aircraft leasing under the CPA

Jazz incurs two types of costs under the CPA:

1. Controllable Costs
1. Pass-Through Costs

In 2020, Chorus derived approximately 77% of its revenue from the CPA (83% in 2019); however, approximately 55% of Chorus' consolidated revenue in 2020 (68% in 2019) was attributable to Pass-Through Revenue and Controllable Cost Revenue and is largely offset by related expenses.

Fixed Margin

Jazz earns a Fixed Margin which was set for 2019 and 2020 as an aggregate amount of $75.2 million for each year irrespective of the number of Covered Aircraft and thereafter the annual Fixed Margin is based on the number of Covered Aircraft under the CPA. (Please refer to the caution regarding forward-looking statements included in the section of this AIF titled "Explanatory Notes".)

Performance Incentives

Performance incentives are available under the CPA for achieving established performance targets in relation to controllable on-time performance, controllable flight completion, incidences of mishandled luggage at airports where Jazz is responsible for baggage handling, and other customer satisfaction measures related to the in-flight and check-in experience.

Controllable Cost Revenue

Jazz is paid Controllable Cost Revenue rates based on Controllable Costs that are estimated using certain variables. The CPA includes provisions which, subject to limited exceptions, limit Jazz's exposure to $2.0 million annually for variances between the Controllable Cost Revenue Jazz receives from Air Canada and the Controllable Costs actually incurred by Jazz to perform its services for Air Canada (referred to as the "Controllable Cost Guardrail"). Controllable Cost Revenue rates are set annually, and Jazz and Air Canada complete an annual reconciliation and payment once the variance, if any, between the Controllable Cost Revenue paid by Air Canada and Jazz's actual Controllable Costs is determined. If Jazz's Controllable Costs exceed the revenue received from Air Canada by more than $2.0 million, Air Canada pays Jazz an amount equal to the excess over $2.0 million. Conversely, if the Controllable Cost Revenue paid by Air Canada to Jazz exceeds Jazz's actual Controllable Costs by more than $2.0 million, Jazz pays Air Canada an amount equal to the excess over $2.0 million.

Controllable Costs include costs relating to items such as wages and benefits, certain depreciation and amortization, certain aircraft maintenance, materials and supplies, third party operating leases, and other general overhead expenses, such as crew variable expense, professional fees, travel, and training. Substantially all Controllable Costs are subject to the Controllable Cost Guardrail and related reconciliation.

Pass-Through Revenue

Jazz receives Pass-Through Revenue, which is based on Pass-Through Costs reimbursed by Air Canada.

Aircraft Leasing under the CPA

Jazz earns aircraft leasing revenue under the CPA from the following owned assets: Dash 8-400s, CRJ900s, Dash 8-300s and spare engines. Jazz is investing in ESPs for its owned Dash 8-300s. As each ESP was completed, the aircraft start to earn leasing revenue under the CPA. For the number of aircraft and Spare Engines owned by Chorus, please refer to section 5 "Fleet" of the Annual MD&A, which section is incorporated into this AIF by reference.

Pursuant to the 2019 CPA Amendments, Chorus acquired nine new CRJ900s between June 2020 and February 2021 for operation and lease by Jazz under the CPA. Should Air Canada require further Covered Aircraft, Chorus has agreed to acquire and lease the next five 75-78 seat aircraft under the CPA in 2025.

Operating Plans and Scheduling

During the term of the CPA, Air Canada is obligated to annually deliver a high-level operating plan for the upcoming calendar year for budget and planning purposes.

The CPA specifies that Air Canada and Jazz will jointly agree on a seasonal operating plan prior to the start of each summer and winter schedule period, which includes Air Canada's forecast regarding:

Block Hours and departures by aircraft type, available seat miles and passenger volume;
the airports to which Jazz will operate Scheduled Flights; and
specific dates for the commencement or termination of service to or from new airports, if any.

No less than three months before the first day of any schedule period, Air Canada is required to provide Jazz with the final schedule for the period covered by the seasonal operating plan. There are two seasonal schedule periods: winter (from approximately November 1 to March 31) and summer (from approximately April 1 to October 31).

Under the CPA, Air Canada provides rolling monthly schedules which may vary from the final seasonal schedule. Jazz operates based on such monthly schedules as long as the volume of flying required to meet

the schedule change does not increase or decrease the total Block Hours for any aircraft type by more than 5%, as compared with the guaranteed Block Hours. If the variance is greater than 5%, Air Canada and Jazz are required to meet to discuss potential rate changes.

The parties can vary the scheduling process from time to time on mutual agreement.

Passenger and Ramp Handling Services

Airport handling includes both passenger handling and ramp handling services.

As at December 31, 2020, Jazz operated to 44 airports in Canada, and Jazz employees provided the passenger handling function at 32 of these airport locations and the ramp handling function at two. As at December 31, 2019, prior to the onset of the COVID-19 pandemic, Jazz operated to 59 airports in Canada, and Jazz employees provided the passenger handling function at 38 of these airport locations and the ramp handling function at two**.** Jazz provides airport handling services to Air Canada at agreed upon rates.

Air Canada provides certain handling functions to Jazz at certain airport locations.

Facilities

Under the CPA, Air Canada is responsible for the costs associated with:

opening, closing and moving maintenance and crew bases, where such changes are due to changes required by Air Canada to operate the Scheduled Flights;
any additional facilities required as a result of increased frequency of Scheduled Flights; and
any required relocation of Jazz to comparable airport facilities reasonably acceptable to Jazz contiguous to Air Canada leased premises, ramp, gate and office space.

Return of Aircraft

The CPA provides that Air Canada shall bear the cost and expense of the removal of aircraft from the Covered Aircraft fleet, the return of such aircraft to lessors and all return condition obligations contained in any lease or sublease arrangement relating to the Covered Aircraft or the Spare Engines used to support the Covered Aircraft.

Term

The CPA expires on December 31, 2035. Neither party has the right to terminate the CPA prior to its expiry date for convenience.

When the CPA expires, all leases from Air Canada (or any affiliate of Air Canada) to Jazz for Covered Aircraft and Spare Engines will automatically be terminated, and Air Canada (or the affiliate of Air Canada) will have the right to the return of those particular Covered Aircraft and Spare Engines. If the CPA is terminated as a result of an event of default committed by Jazz, many leases will not be terminated and Jazz will remain liable for its obligations under the leases for Covered Aircraft and Spare Engines. If the CPA is terminated as a result of an event of default committed by Air Canada, Jazz may terminate any such leases, which right must be exercised concurrently with termination of the CPA.

When the CPA expires or is terminated by either party, Jazz generally ceases to earn leasing revenue under the CPA from Covered Aircraft and Spare Engines owned by Chorus.

Termination for Default

During the term of the CPA, Air Canada or Jazz (in either case, as non-defaulting party) may terminate the CPA upon determination through arbitration that the other party has committed an event of default. Events of default applicable to either party include, without limitation:

bankruptcy or insolvency;
failure to pay amounts when due where such default continues for a period of 30 days after notice;
failure to comply with any of its obligations under the CPA, where such default continues for a period of 30 days after notice; and
default with respect to a material term of any other material agreement between Jazz and Air Canada if such default continues for more than the applicable period, if any.

Events of default applicable to Jazz include, without limitation:

suspension or revocation of any of Jazz's regulatory authorizations and licenses required for Jazz to perform the air services required by the CPA;
more than 50% of the Covered Aircraft (and certain substitutes therefor) do not operate any Scheduled Flights for more than seven consecutive days or 25% of those aircraft do not operate any Scheduled Flights for more than 21 consecutive days, other than as a result of an order of a governmental authority affecting the industry generally or as a result of any action by Air Canada, any strike by Air Canada employees or any force majeure (including any cessation, slow-down, interruption of work or any other labour disturbance);
default by Jazz with respect to a material term of any other material agreement to which it is a party if such default continues for more than the applicable period, if any;
failure by Jazz to maintain adequate insurance;
failure of Jazz to maintain specified critical service levels for four consecutive quarters or five of the prior eight quarters; and
failure by Jazz to comply with Air Canada's audit and inspection rights.

Force Majeure

If either Air Canada or Jazz is prevented from performing its obligations under the CPA in whole or in part due to a force majeure event, the affected party may be temporarily excused from performing its obligations to the extent it is so prevented.

In addition, if Jazz is affected by a force majeure event which prevents it from performing all of its services under the CPA, Air Canada's obligation to pay the agreed rates related to certain limited fixed costs would continue, however, Air Canada's obligation to pay the other agreed rates would be temporarily suspended. All other obligations of Air Canada, including, but not limited to, those related to the fleet of Covered Aircraft and minimum average daily utilization guarantee would also be temporarily suspended and inapplicable in respect of the period of the force majeure event. Such force majeure event would also trigger prorated adjustments to be made to Air Canada's payment obligations in respect of the period of the force majeure event to reflect the level of service Jazz provides during such period.

Air Canada or Jazz may terminate the CPA if the other party is prevented from performing all or substantially all of its obligations hereunder for more than 60 days due to a force majeure event.

Change of control

Under the CPA, if a change of control of Jazz occurs without the consent of Air Canada that results in Jazz being directly or indirectly controlled by, or under common control with (a) certain air carriers operating out of Vancouver, Calgary, Toronto, Montreal, or (b) entities which own or operate a loyalty program which provides its members the ability to redeem points in exchange for air transportation services, Air Canada may terminate the CPA. The existence of this right may limit Chorus' ability to negotiate or consummate the sale of all or part of its business to another entity or otherwise participate in any consolidation in the airline industry.

Charter Operations

Jazz has the ability to operate charter flights during the term of the CPA using the Covered Aircraft (subject to the payment of a charter fee to Air Canada) or with other aircraft, provided that Jazz continues to meet its obligations under the CPA, does not market such flights as Air Canada flights and otherwise complies with the non-competition provisions of the CPA. Jazz is responsible for all incremental costs and expenses associated with such flights and is entitled to all revenues.

Under the "Voyageur Airways" name, Voyageur uses owned and leased aircraft to provide specialized contract flying operations to Canadian and international customers in four primary segments: ACMI contract operations; aeromedical operations; ad-hoc charter services; and special flying missions. ACMI contracts often involve medical, logistical and humanitarian flights to customers comprised primarily of government entities and international non-governmental organizations.

Maintenance, Repair and Overhaul Operations

Jazz Technical Services, a division of Jazz, is certified to perform heavy maintenance on Mitsubishi (formerly Bombardier) and De Havilland (formerly Bombardier) and Embraer 135 and 145 regional aircraft. Jazz Technical Services is Transport Canada, Federal Aviation Administration and European Aviation Safety Agency certified.

Voyageur Aerotech, a division of Voyageur, is an Approved Maintenance Organization ("AMO") and Design Approval Organization, specializing in comprehensive regional aircraft MRO activities, and aircraft design engineering on Mitsubishi (formerly Bombardier), De Havilland (formerly Bombardier) and Beechcraft aircraft. Its AMO approvals are designed to satisfy a worldwide client base and include Transport Canada Civil Aviation, the United States Federal Aviation Administration, and the European Aviation Safety Agency. Voyageur Aerotech provides client-dedicated solutions for all levels of aircraft inspections, heavy checks, modifications, installations, and repairs. AMO activities are also supported by Voyageur's Transport Canada Approval for the Manufacture Certification of Aeronautical Products.

Voyageur Avparts, a division of Voyageur, provides parts provisioning and sales and aeronautical product support for regional aircraft to customers around the world. It serves airlines, maintenance organizations, leasing companies, and other aviation-related companies in the provisioning of aircraft parts, inventory management, inventory consignment services, component repair and overhaul, and aircraft disassembly management.

CHORUS BUSINESS SEGMENTS - REGIONAL AIRCRAFT LEASING

Chorus Aviation Capital was established at the start of 2017 with the objective of developing Chorus' aircraft leasing activity into a global business with a diverse customer base and a fleet of regional jet and turboprop aircraft. Chorus Aviation Capital is focused on building a diversified portfolio of regional aircraft manufactured by Airbus, ATR, De Havilland and Embraer for lease to regional aircraft operators around the world.

In March 2017, the Corporation raised $200.0 million gross proceeds from the issuance of Convertible Units to Fairfax and in March 2018, the Corporation raised a further $112.0 million gross proceeds through a public offering of Common Shares. On February 4, 2019, the Air Canada Investment was completed, providing further gross proceeds of $97.26 million, approximately 40% of which was invested in Chorus Aviation Capital's leasing business. In December 2019, the Corporation raised a further $86.25 million gross proceeds pursuant to an offering of 5.75% Unsecured Debentures for, among other uses, investment in Chorus Aviation Capital.

Over the course of the last three years, Chorus Aviation Capital has also invested in establishing and building its subsidiary in Ireland: Chorus Aviation Capital (Ireland) Limited. CACIL has recruited a highlyexperienced management team possessing core competencies in critical disciplines for aircraft leasing operations, including contract administration, aircraft technical oversight, and legal and capital markets.

Chorus Aviation Capital's current portfolio of leased aircraft is described in section 5 "Fleet" of the Annual MD&A.

RESOURCES

Fleet

For a description of Chorus' owned and operated aircraft fleet as at December 31, 2020 and December 31, 2019, please refer to section 5 "Fleet" of the Annual MD&A which is available on Chorus' website at www.chorusaviation.com and on SEDAR at www.sedar.com.

People

As at December 31, 2020, Chorus had 2,875 full-time equivalent employees compared to 4,910 full-time equivalent employees as at December 31, 2019. The year-over-year reduction in employees is attributable to the effects of the COVID-19 pandemic, which dramatically reduced passenger demand for air travel and, therefore, the number of flights performed by Jazz under the CPA.

Currently, Jazz has the following collective agreements in place with its employees:

Pilots, represented by ALPA, expires on December 31, 2035. This collective agreement contains a no strike or lockout provision which continues for the length of the agreement. The collective agreement allows for an increase in wages in 2029 during an open bargaining period, in which the parties can freely negotiate, subject to final binding arbitration.
Flight attendants, represented by CFAU, expires on December 31, 2025.
Flight dispatchers, represented by CALDA, expires on December 31, 2025.
Maintenance and engineering employees, represented by Unifor under two collective agreements that expire on December 31, 2021. These agreements contain annual rollover provisions for four years expiring on December 31, 2025.
Airport services employees, represented by Unifor, expires on January 13, 2022.
Crew schedulers, represented by Unifor, expires on June 30, 2021.

Through an updated pilot mobility agreement between Jazz and Air Canada, Air Canada offers Jazz's pilots, on an annual basis and subject to Air Canada's applicable hiring policies, a minimum of 60% of total course capacity for all Air Canada new hire course dates that occur in the applicable calendar year. Jazz pilots are able to participate in this new pilot mobility agreement with increased access to pilot vacancies. This mobility agreement, as well as previous mobility agreements between Jazz and Air Canada, provide Jazz the ability to attract the pilots required for its operations at industry competitive wages for the regional airline sector.

FACILITIES

Chorus currently owns an office building and land in Dartmouth, Nova Scotia. Jazz leases office space from Chorus at this location. Chorus also leases a portion of the Dartmouth building to third party tenants.

Jazz currently owns an operations facility located at the Halifax Stanfield International Airport, which comprises office and hangar space. The land on which Jazz's Halifax airport facility is located is leased from the Halifax International Airport Authority.

The following is a description of the principal facilities leased by Jazz. The first three facilities listed below are leased by Jazz from Air Canada and are provided at no cost to Jazz.

Hangar at Toronto Pearson International Airport.
Hangar at Calgary International Airport.
Hangar at Montreal-Pierre Elliott Trudeau International Airport.
Hangar at Vancouver International Airport.
Office space at Airway Centre in Mississauga, Ontario.

In addition to the foregoing, Jazz currently leases training, storage, maintenance shop, hangar, airport terminal building, office, counters, maintenance offices, baggage make-up, crew rooms and parking spaces throughout Canada from various landlords.

Voyageur holds over 200,000 square feet of aircraft hangars, workshops and office space consisting of four buildings located in the North Bay Aerospace Park. The land where these buildings are located is owned by Voyageur. These operations facilities support the business carried on by Voyageur.

Voyageur currently owns a building in New Brunswick at the Greater Moncton International Airport. This facility comprises office and hangar space. The land on which this facility is located is leased from the Greater Moncton Airport Authority.

CACIL currently leases office space in Dublin, Ireland.

CAPITAL STRUCTURE

Chorus' capital structure consists primarily of issued and outstanding Common Shares, authorized but unissued preferred shares, and debt, including the 6.0% Debentures, the 5.75% Unsecured Debentures, senior secured amortizing aircraft loan facilities, revolving loan facilities and lease liabilities.

For more information on Chorus' capital structure (including amounts outstanding) as at December 31, 2020 and December 31, 2019, please refer to section 8 "Capital Structure" of the Annual MD&A, which section is incorporated into the AIF by reference. The Annual MD&A is available on Chorus' website at www.chorusaviation.com and on SEDAR at www.sedar.com.

Share Capital

The authorized share capital of the Corporation consists of an unlimited number of Variable Voting Shares and Voting Shares (referred to collectively in this AIF as "Common Shares") and up to 80,750,000 Preferred Shares. As at January 31, 2021, 161,867,388 Common Shares were issued and outstanding and no Preferred Shares were issued and outstanding. The following summaries describe the rights, privileges, restrictions and conditions that are attached to the Variable Voting Shares, the Voting Shares, and the Preferred Shares. The summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the terms of the Corporation's Restated Articles of Incorporation and Articles of Amendment.

Variable Voting Shares

Voting

The holders of the Variable Voting Shares are entitled to receive notice of, and to attend and vote at, all meetings of the Shareholders of the Corporation, except where the holders of a specified class are entitled to vote separately as a class as provided in the CBCA. The Variable Voting Shares may only be held, beneficially owned or controlled, directly or indirectly, by persons who are not Qualified Canadians and shall be entitled to one vote per Variable Voting Share unless any of the thresholds set forth in (a), (b) or (c) below, as the case may be, is exceeded, in which case the vote attached to a Variable Voting Share will decrease in the following circumstances:

a) if at any time:
- i) a single non-Qualified Canadian holder of Variable Voting Shares (a "Single Non-Canadian Holder"), either individually or in affiliation with any other person, holds a number of Variable Voting Shares outstanding that, as a percentage of the total number of all voting shares outstanding, exceeds 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of the Corporation), or
- ii) the total number of votes that would be cast by or on behalf of a Single Non-Canadian Holder, either individually or in affiliation with any other person, at any meeting would exceed 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of the Corporation) of the total number of votes cast at such meeting,

then the vote attached to each Variable Voting Share held by all Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder, will decrease proportionately and automatically without further act or formality only to such extent that, as a result (x) the Variable Voting Shares held by all Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder do not carry in the aggregate more than 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of the Corporation) of the aggregate votes attached to all issued and outstanding voting shares of the Corporation, and (y) the total number of votes cast by or on behalf of all Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder at any meeting do not exceed in the aggregate 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of the Corporation) of the total number of votes cast at such meeting.

For greater certainty, a single Non-Canadian Holder Authorized to Provide Air Service (as defined below) also constitutes a Single Non-Canadian Holder.

b) if at any time:
- i) one or more non-Qualified Canadians authorized to provide an air service in any jurisdiction (each, a "Non-Canadian Holder Authorized to Provide Air Service" and collectively, the "Non-Canadian Holders Authorized to Provide Air Service"), collectively hold, either individually or in affiliation with any other person, a number of Variable Voting Shares outstanding that, as a percentage of the total number of all voting shares outstanding, after the application of the automatic proportionate decrease to the votes attached to all of the Variable Voting Shares held by any Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder in accordance with (a), above (if any, as may be required thereunder), exceeds 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of the Corporation), or

ii) the total number of votes that would be cast by or on behalf of Non-Canadian Holders Authorized to Provide Air Service and persons in affiliation with any Non-Canadian Holders Authorized to Provide Air Service at any meeting would, after the application of the automatic proportionate decrease to the votes attached to all of the Variable Voting Shares held by any Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder in accordance with (a), above (if any, as may be required thereunder), exceed 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of the Corporation) of the total number of votes cast at such meeting,

then the vote attached to each Variable Voting Share held by such Non-Canadian Holders Authorized to Provide Air Service and by persons in affiliation with any Non-Canadian Holders Authorized to Provide Air Service will decrease proportionately and automatically without further act or formality only to such extent that, as a result (x) the Variable Voting Shares held by such Non-Canadian Holders Authorized to Provide Air Service and by persons in affiliation with any Non-Canadian Holders Authorized to Provide Air Service do not carry in the aggregate more than 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of the Corporation) of the aggregate votes attached to all issued and outstanding voting shares of the Corporation, and (y) the total number of votes cast by or on behalf of such Non-Canadian Holders Authorized to Provide Air Service and by persons in affiliation with any Non-Canadian Holders Authorized to Provide Air Service at any meeting do not exceed in the aggregate 25% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of the Corporation) of the total number of votes cast at such meeting.

c) If at any time:
- i) the number of Variable Voting Shares outstanding, as a percentage of the total number of all voting shares outstanding, after the application of the automatic proportionate decrease to the votes attached to all of the Variable Voting Shares held by any Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder in accordance with (a), above, and after the application of the automatic proportionate decrease to the votes attached to all of the Variable Voting Shares held by Non-Canadian Holders Authorized to Provide Air Service and by persons in affiliation with any Non-Canadian Holders Authorized to Provide Air Service in accordance with (b), above (in each case, if any, as may be required under (a) and (b)), exceeds 49% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of the Corporation), or
- ii) the total number of votes that would be cast by or on behalf of holders of Variable Voting Shares at any meeting would, after the application of the automatic proportionate decrease to the votes attached to all of the Variable Voting Shares held by any Single Non-Canadian Holder and by any person in affiliation with such Single Non-Canadian Holder in accordance with (a), above, and after the application of the automatic proportionate decrease to the votes attached to all of the Variable Voting Shares held by Non-Canadian Holders Authorized to Provide Air Service and by persons in affiliation with any Non-Canadian Holders Authorized to Provide Air Service in accordance with (b), above (in each case, if any, as may be required under (a) and (b)), exceed 49% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of the Corporation) of the total number of votes cast at such meeting,

then the vote attached to each Variable Voting Share will decrease proportionately and automatically without further act or formality only to such extent that, as a result (i) the Variable Voting Shares do not carry more than 49% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of the Corporation) of the aggregate votes attached to all issued and outstanding voting shares of the Corporation, and (ii) the total number of votes cast by or on behalf of

holders of Variable Voting Shares at any meeting do not exceed 49% (or any different percentage that may be prescribed by law or regulation of Canada and approved or adopted by the directors of the Corporation) of the total number of votes cast at such meeting.

Dividends

Subject to the rights, privileges, restrictions and conditions attaching to the shares of any other class ranking senior to the Variable Voting Shares, the holders of the Variable Voting Shares shall, at the discretion of the Corporation's directors, be entitled to receive, out of monies, assets or property of the Corporation properly applicable to the payment of dividends, any dividends declared and payable by the Corporation on the Variable Voting Shares. The Variable Voting Shares rank equally as to dividends on a share-forshare basis with the Voting Shares participating on an as-converted basis. All dividends declared in any fiscal year of the Corporation shall be declared in equal or equivalent amounts per share on all Variable Voting Shares, and Voting Shares participating on an as-converted basis at the time outstanding, without preference or distinction.

Subdivision or Consolidation

No subdivision or consolidation of the Variable Voting Shares or the Voting Shares shall occur unless, simultaneously, the shares of the other class are subdivided or consolidated in the same manner, so as to maintain and preserve the relative rights of the holders of the shares of each of the said classes.

Rights upon Liquidation, Dissolution or Winding Up

Subject to the rights, privileges, restrictions and conditions attaching to the shares of the Corporation ranking prior to the Variable Voting Shares, upon liquidation, dissolution or winding up of the Corporation or other distribution of the Corporation's assets among its Shareholders for the purpose of winding up its affairs, the holders of the Variable Voting Shares and Voting Shares shall be entitled to receive the remaining property of the Corporation and shall be entitled to share equally, share for share, in all distributions of such assets.

Conversion

Each issued and outstanding Variable Voting Share shall be converted into one Voting Share, automatically and without any further act of the Corporation or of the holder, if (i) such Variable Voting Share becomes held, beneficially owned and controlled, directly or indirectly, otherwise than by way of security only, by a Qualified Canadian, or (ii) the provisions contained in the Canada Transportation Act relating to foreign ownership restrictions are repealed and not replaced with other similar provisions.

In the event that an offer is made to purchase Voting Shares and the offer is one which must, pursuant to applicable securities legislation or the rules of a stock exchange on which the Voting Shares are then listed, be made to all or substantially all the holders of the Voting Shares in a province of Canada to which the requirement applies, each Variable Voting Share shall become convertible at the option of the holder into one Voting Share that is subject to the offer at any time while the offer is in effect and until one day after the time prescribed by applicable securities legislation for the offeror to take up and pay for such shares as are to be acquired pursuant to the offer. The conversion right may only be exercised in respect of Variable Voting Shares for the purpose of depositing the resulting Voting Shares in response to the offer.

If the Voting Shares resulting from the conversion and deposited pursuant to the offer are withdrawn by the Shareholder or are not taken up by the offeror or the offer is abandoned or withdrawn, the Voting Shares resulting from the conversion shall be re-converted automatically, and without further act from the Corporation or the holder, into Variable Voting Shares.

There shall be no right to convert the Variable Voting Shares into Voting Shares or to convert Voting Shares into Variable Voting Shares, except in accordance with the conversion procedure set forth in the Corporation's Restated Articles of Incorporation.

Constraints on Ownership of Common Shares

The Variable Voting Shares may only be held, beneficially owned or controlled, directly or indirectly, by persons who are not Qualified Canadians.

Voting Shares