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Chorus Aviation Inc. — Proxy Solicitation & Information Statement 2024
May 17, 2024
46728_rns_2024-05-17_4bebe2a6-63db-433a-87df-427e02524b50.pdf
Proxy Solicitation & Information Statement
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PROXY FORM
Annual Meeting
Chorus Aviation Inc. ("Chorus" or "Corporation")
WHEN:
Wednesday, June 26, 2024 at 11:00 am EDT
WHERE:
www.virtualshareholdermeeting.com/CHR2024
STEP 1
REVIEW YOUR VOTING OPTIONS
ONLINE: VOTE AT PROXYVOTE.COM USING YOUR COMPUTER OR MOBILE DATA DEVICE. YOUR CONTROL NUMBER IS LOCATED BELOW.
BY TELEPHONE: YOU MAY ENTER YOUR VOTING INSTRUCTIONS BY TELEPHONE AT: ENGLISH: 1-800-474-7493 OR FRENCH: 1-800-474-7501
BY MAIL: THIS PROXY FORM MAY BE RETURNED BY MAIL IN THE ENVELOPE PROVIDED.
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SCAN TO VIEW MATERIAL AND VOTE NOW
REMINDER: PLEASE REVIEW THE MANAGEMENT PROXY CIRCULAR BEFORE VOTING.
G-V502122020
CONTROL NO.: ➔
PROXY DEPOSIT DATE: June 24, 2024 at 11:00 am EDT
The control number has been assigned to you to identify your shares for voting.
You must keep your control number confidential and not disclose it to others other than when you vote using one of the voting options set out on this form. Should you send this form or provide your control number to others, you are responsible for any subsequent voting of, or subsequent inability to vote, your shares.
INSTRUCTIONS:
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This Proxy Form is solicited by and on behalf of management of Chorus in connection with the annual meeting of Shareholders.
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You have the right to appoint a person, who need not be a shareholder, other than the person(s) specified on the other side of this Proxy Form to attend and act on your behalf at the virtual meeting. If you wish to appoint a person:
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Write the name of your designate on the “appointee” line and provide a unique APPOINTEE IDENTIFICATION NUMBER for your appointee to access the virtual meeting in the space provided on the other side of this Proxy Form, sign and date the form, and return it by mail, or
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Go to ProxyVote.com and insert the name of your designate in the “change appointee(s)” section and provide a unique APPOINTEE IDENTIFICATION NUMBER on the voting site for your appointee to access the virtual meeting.
You MUST provide your appointee the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the virtual meeting. Appointees can only be validated at the virtual meeting using the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER you enter.
IF YOU DO NOT CREATE AN EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER AND PROVIDE IT TO YOUR APPOINTEE, YOUR APPOINTEE WILL NOT BE ABLE TO ACCESS THE VIRTUAL MEETING.
- This Proxy Form confers discretionary authority to vote on amendments or variations to the matters identified in the notice of the meeting and with respect to other matters that may properly be brought before the virtual meeting or any adjournment or postponement thereof.
This Proxy Form will not be valid and not be acted upon or voted unless it is completed and delivered as outlined herein.
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If the shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this Proxy Form. If you are voting on behalf of a corporation or another individual, documentation evidencing your power to sign this Proxy Form with signing capacity stated may be required.
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In order to expedite your vote, you may use the Internet, using the Control No. The Internet voting service is not available on the day of the virtual meeting. If you vote by Internet, do not mail back this Proxy Form.
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If the Proxy Form is not dated, it will be deemed to bear the date on which it was mailed to the shareholder.
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Management and as stated in the Management Proxy Circular, except in the case of your appointment of an appointee.
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adjournment or postponement thereof, and vote on all matters that are brought before the virtual meeting or any adjournment or postponement thereof, even if these matters are not set out in this Proxy Form or in the Management Proxy Circular.
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If these voting instructions are given on behalf of a body corporate, set out the full legal name of the body corporate, and the name and position of the person giving voting instructions on behalf of the body corporate.
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If the items listed in the Management Proxy Circular are different from the items listed on the other side of this form, the Management Proxy Circular will be considered correct.
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This Proxy Form should be read in conjunction with the Management Proxy Circular.
PLEASE SEE OVER
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PROXY FORM
Chorus Aviation Inc. ("Chorus" or "Corporation")
MEETING TYPE: Annual Meeting MEETING DATE: Wednesday, June 26, 2024 at 11:00 am EDT RECORD DATE: May 2, 2024 PROXY DEPOSIT DATE: June 24, 2024 at 11:00 am EDT CUID: ACCOUNT NO: CUSIP:
CONTROL NO.: ➔
STEP 2
APPOINT A PROXY (OPTIONAL)
APPOINTEE(S): Paul Rivett, Colin Copp or Gary Osborne
Change Appointee
If you wish to designate another person to attend, vote and act on your behalf at the virtual meeting, or any adjournment or postponement thereof, other than the person(s) specified above, go to www.proxyvote.com or print your name or the name of the other person attending the virtual meeting in the space provided herein and provide a unique APPOINTEE IDENTIFICATION NUMBER USING ALL BOXES for your appointee to access the virtual meeting. You may choose to direct how your appointee shall vote on matters that may come before the virtual meeting or any adjournment or postponement thereof. Unless you instruct otherwise your appointee will have full authority to attend, vote, and otherwise act in respect of all matters that may come before the meeting or any adjournment or postponement thereof, even if these matters are not set out in the Proxy Form or the Management Proxy Circular for the virtual meeting. You can also change your appointee online at www.proxyvote.com.
You MUST provide your appointee the EXACT NAME and an EIGHT (8) CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the virtual meeting. Appointees can only be validated at the virtual meeting using the EXACT NAME and EIGHT (8) CHARACTER APPOINTEE IDENTIFICATION NUMBER you enter below.
PLEASE PRINT APPOINTEE NAME INSIDE THE BOX
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MAXIMUM 22 CHARACTERS - PLEASE PRINT CLEARLY
STEP 3
CREATE AN EIGHT (8) CHARACTER IDENTIFICATION NUMBER FOR YOUR APPOINTEE
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MUST BE EIGHT CHARACTERS IN LENGTH - PLEASE PRINT CLEARLY
E-R5
COMPLETE YOUR VOTING DIRECTIONS
| HIGHLIGHTED TEXT ITEM(S): VOTING RECOMMENDATIONS ARE INDICATED BY OVER THE BOXES (FILL IN ONLY ONE BOX “ |
HIGHLIGHTED TEXT ITEM(S): VOTING RECOMMENDATIONS ARE INDICATED BY OVER THE BOXES (FILL IN ONLY ONE BOX “ |
” PER ITEM IN BLACK OR BLUE INK) | |
|---|---|---|---|
| FOR FOR AGAINST FOR AGAINST FOR AGAINST FOR AGAINST FOR FOR AGAINST FOR AGAINST Election of Director : Karen Cramm 1B Election of Director : Gail Hamilton 1C Election of Director : R Stephen Hannahs 1D Election of Director : Alan Jenkins 1E Election of Director : Amos Kazzaz 1F Election of Director : David Levenson 1G Election of Director : Marie-Lucie Morin 1H Appointment of PricewaterhouseCoopers LLP as External Auditors for the ensuing year. 02 Election of Directors Election of Director : Colin Copp 1A FOR AGAINST AGAINST FOR AGAINST FOR AGAINST Election of Director : Paul Rivett 1I Election of Director : Frank Yu 1J Advisory Vote on Executive Compensation.Approval of an advisory, non-binding resolution in respect of Chorus’ approach to executive compensation, as further described in the Management Proxy Circular. 03 FOR AGAINST WITHHOLD 1 2 3 DECLARATION OF OWNERSHIP AND CONTROL (Definitions to the right) The undersigned certifies that it has made reasonable inquiries as to the Canadian status of the owner and person inControlof the shares represented by this Proxy Form and has read the definitions found below so as to make an accurate Declaration of Ownership andControl. DECLARATION AS TO THE NATURE OF OWNERSHIP AND CONTROL1 The undersigned hereby certifies that the shares represented by this Proxy Form are : Select one of the three options - owned andControlledby aCANADIAN. - owned orControlledbyaNON-CANADIAN HOLDER AUTHORIZED TO PROVIDE AIR SERVICE or by a person inaffiliationwith it. - owned orControlledby aNON-CANADIAN,who is not aNON-CANADIAN HOLDER AUTHORIZED TO PROVIDE AIR SERVICE,or by a person inaffiliationwith it. DECLARATION AS TO THE LEVEL OF OWNERSHIP OR CONTROL1 The undersigned hereby certifies that the shares owned orControlledby the undersigned, including the shares held by persons inaffiliationwith the undersigned, represent 10% or more of Chorus’ issued and outstanding Class A Variable Voting Shares and Class B Voting Shares on a combined basis. YES NO |
THIS DOCUMENT MUST BE SIGNED AND DATED STEP 4 M M D D Y Y SIGNATURE(S) INVALID IF NOT SIGNED NOTE Any reference to attending the meeting “in person” includes attending “online”. IF YOU DO NOT COMPLETE THIS DECLARATION OF OWNERSHIP AND CONTROL OR IF IT IS DETERMINED BY CHORUS OR ITS TRANSFER AGENT THAT YOU INCORRECTLY INDICATED (THROUGH INADVERTENCE OR OTHERWISE) THAT THE SHARES REPRESENTED BY THIS PROXY FORM ARE OWNED AND CONTROLLED BY A CANADIAN, THE SHARES REPRESENTED BY THIS PROXY FORM WILL BE DEEMED TO BE OWNED AND CONTROLLED BY A PERSON THAT IS A NON-CANADIAN HOLDER AUTHORIZED TO PROVIDE AIR SERVICE. 1This declaration is required pursuant to Chorus’ articles and by-laws in furtherance of compliance with applicable laws relating to ownership and control of Canadian licensed air carriers. Further declarations may be required, and Chorus may take other appropriate actions to ensure compliance with applicable ownership restrictions. 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 mandatary 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(1)(b) of the former Canadian Citizenship Act. "Control" means notably control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, an agreement or arrangement, the ownership of any body corporate or otherwise, and, without limiting the generality of the foregoing, a body corporate is deemed to becontrolledby a person if securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are held, otherwise 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 body corporate; and a partnership is deemed to becontrolledby 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. This definition shall not be construed to affect the meaning of the expression "controlledin fact" in the definition of "Canadian" below. "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 acquired permanent resident status and has not subsequently lost that status under section 46 of the Immigration and Refugee Protection Act. |