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Chorus Aviation Inc. — Proxy Solicitation & Information Statement 2024
May 17, 2024
46728_rns_2024-05-17_fc126916-2f38-4af1-a097-ba9dee457abc.pdf
Proxy Solicitation & Information Statement
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Notice of Availability of Management Proxy Circular for the 2024 Annual Meeting of Shareholders
Chorus Aviation Inc. (“ Chorus ” or the “ Corporation ”) has adopted the notice-and-access method of delivering its management proxy circular and annual financial statements for the financial year ended December 31, 2023, together with the auditor’s report therein, and related management’s discussion and analysis (collectively, the “ meeting materials ”) to its shareholders. This means that this notice has been mailed to you instead of the meeting materials, which have been posted online for you to access at www.chorusaviation.com, on www.meetingdocuments.com/TSXT/chr or on Chorus’ profile on SEDAR+ at www.sedarplus.ca. You will not obtain a paper copy of our meeting materials unless you request them. See the instructions below under “How to request a paper copy of the meeting materials.”
Notice-and-access is permitted by Canadian securities regulators and aligns with the Corporation’s efforts to minimize its environmental impact through a reduction in paper use, while also reducing printing and mailing costs.
You will find enclosed with this notice a form of proxy or a voting instruction form that you can use to vote your shares of Chorus (see “How to Vote” on the reverse page). It is very important that you read the management proxy circular (the “circular”) carefully before voting your shares.
MEETING DATE AND LOCATION:
Chorus Aviation Inc. - Annual Meeting of Shareholders When: Wednesday, June 26, 2024, 11:00 a.m. (Eastern time) Where: Virtual meeting via live audio webcast online at : www.virtualshareholdermeeting.com/CHR2024
- You will need your 16 digit control number located on the form of proxy or voting instruction form to attend the meeting.
The following matters will be brought before the meeting:
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placement before shareholders of the consolidated financial statements of Chorus for the year ended December 31, 2023, including the auditors’ report thereon (see “Business of the Meeting – Placement of financial statements of Chorus” in the circular);
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election of the directors of Chorus who will serve until the end of the next annual meeting of shareholders (see “Business of the Meeting – Election of the directors of Chorus” in the circular);
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appointment of auditors of Chorus (see “Business of the Meeting – Appointment of auditors” in the circular);
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approval, in an advisory, non-binding capacity, of a resolution regarding Chorus’ approach to executive compensation (see “Business of the Meeting – Advisory vote on approach to executive compensation” in the circular); and
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consideration of such other business, if any, that may properly come before the meeting or any adjournment or postponement thereof.
SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR PRIOR TO VOTING AS IT HAS BEEN PREPARED TO HELP YOU MAKE AN INFORMED DECISION.
Shareholders with questions or who wish to obtain further information about notice and access can call TSX Trust Company toll free at 1-888-433-6443 or 416-682-3801 outside Canada and the United States.
HOW TO REQUEST A PAPER COPY OF THE MEETING MATERIALS
All Chorus shareholders may request that a paper copy of the meeting materials be sent to them at no cost by contacting TSX Trust Company. Requests may be made up to one year from the date the meeting materials were filed on SEDAR+ by:
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calling 1-888-433-6443 (toll free) or 416-682-3801 outside Canada and the United States (for services in English or French),
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sending an email to: [email protected]; or 3. following the instructions at: www.meetingdocuments.com/TSXT/chr
A paper copy of the meeting materials will be mailed to you within three business days of receiving your request if the request is made at any time prior to the meeting. If the request is made on or after June 26, 2024, the circular will be sent to you within ten calendar days of receiving your request.
Please retain your current form of proxy or voting instruction form even if you request a paper copy of the meeting materials; you will not receive a new form with the paper copy.
To ensure receipt of the paper copy of the circular in advance of the voting deadline and meeting date, we estimate that your request must be received no later than June 10, 2024 (this takes into account the three business day period for processing requests as well as typical mailing times). In addition, paper copies of the circular will be provided to shareholders who have previously requested to receive paper copies of the circular.
HOW TO VOTE:
You can vote your shares prior to the meeting as follows:
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Cast your vote on the Internet at www.proxyvote.com (you will need your 16-digit control number)
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Return your signed form of proxy or voting instruction form by mail
Please refer to instructions on your separate form of proxy or voting instruction form on how to vote using one of the methods described above. Chorus must receive your vote by June 24, 2024 at 11:00 a.m. (Eastern time) .
You can attend the meeting and vote during the live webcast by following the instructions in the section of the circular entitled “How to Participate in the Meeting”. Any shareholders who wish to appoint a proxyholder to represent them at the meeting (including non-registered shareholders who intend to appoint themselves) MUST submit their form of proxy or voting instruction form (as applicable) appointing that proxyholder following the instructions, including:
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Inserting an “appointee name” and designating an 8-character “appointee identification number” (together, this is the “appointee information”) online at www.proxyvote.com or in the spaces provided on your form of proxy or voting instruction form; and
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Informing your appointed proxyholder of the exact appointee name and 8-character appointee identification number prior to the meeting. Your proxyholder will require both your appointee name and appointee identification number in order to access the meeting and vote on your behalf during the live webcast.
We also strongly encourage you to first review the matters under discussion for the meeting as described in our circular accessible at www.chorusaviation.com, www.meetingdocuments.com/TSXT/chr or on Chorus’ profile on SEDAR+ at www.sedarplus.ca.