Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Chorus Aviation Inc. Proxy Solicitation & Information Statement 2024

Aug 30, 2024

46728_rns_2024-08-30_6ff0ec7b-57ae-4f63-8cc5-39e24f81e590.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

When: September 25, 2024 at 11:00 a.m. (Eastern time) Where: Virtual only meeting via live audio webcast Online: www.virtualshareholdermeeting.com/chr2024sm

The meeting of the shareholders of Chorus Aviation Inc. (“ Chorus ”) will be conducted via live audio webcast and a recording of the meeting will be made available after the meeting on our website at www.chorusaviation.com. At this website, shareholders will be able to attend the meeting live, submit questions in writing and vote their shares while the meeting is being held.

The following business will be considered at the meeting:

  • (i) to consider, and if thought advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in Schedule B to the management proxy circular, approving the sale of (a) all of the limited partnership interests in Chorus Aviation Investment Holdings LP held by Chorus to Falko Holdings Limited (“ Holdco Buyer ”), (b) all of the shares in Chorus Aviation Leasing Inc. held by Chorus’ subsidiary, Chorus Aviation Capital Corp. (“ CACC ”), to Cruise Bidco ULC (“ Bidco Buyer ”), and (c) all of the shares in Chorus Aviation Holdings GP Inc. held by Chorus to Bidco Buyer (the “ Transaction ”), as provided for in the sale and purchase agreement dated as of July 30, 2024 between Chorus, CACC, Bidco Buyer, and Holdco Buyer, which Transaction may constitute a sale of all or substantially all of the assets of Chorus; and

  • (ii) consideration of such other business, if any, that may properly come before the meeting or any adjournment or postponement thereof.

The management proxy circular for the meeting provides specific details of the business to be considered at the meeting.

Your vote is important.

You are entitled to receive notice of, and vote at, our special meeting of shareholders or any adjournment or postponement thereof if you are a shareholder on the record date of August 16, 2024. Please remember to vote your shares. We encourage you to vote your shares prior to the meeting.

We will hold our meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to physically attend the meeting. Similar to our annual general meetings, shareholders can vote ahead of the meeting by proxy using various available channels (as set out within the management proxy circular and the form of proxy or voting instruction form), and we encourage you to continue to vote in this manner . You will be able to participate in the meeting regardless of where you are located.

Registered shareholders and duly appointed proxyholders will be able to attend the meeting and vote, all in real time, provided they are connected to the Internet and comply with all of the instructions set out in the management proxy circular. Non-registered shareholders who have not duly appointed themselves as a proxyholder will be able to attend the meeting but will not be able to vote during the virtual meeting. Guests will be able to attend the meeting but will not be able to vote at the meeting.

Shareholders who wish to appoint a proxyholder other than the persons designated by Chorus 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 circular and on the form of proxy or voting instruction form.

Shareholders are encouraged to follow the instructions on their form of proxy or voting instruction form and vote on the matters before the meeting no later than 11:00 am (Eastern time) on September 23, 2024 (the proxy deadline).

6

Shareholders may contact Kingsdale Advisors, Chorus' strategic shareholder advisor and proxy solicitation agent at 1-866-581-1024 (toll-free in North America) or 1-437-561-5032 (text and call enabled outside North America), or by email at [email protected]. To keep current and obtain information about voting your shares, please visit www.ChorusAviationSM.com.

By order of the Board of Directors

(signed) “Dennis Lopes”

Dennis Lopes

Senior Vice President, Chief Legal Officer and Corporate Secretary

August 19, 2024

7