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Chorus Aviation Inc. Proxy Solicitation & Information Statement 2025

Jan 3, 2025

46728_rns_2025-01-03_bd7d251e-c067-4391-a276-2dd86fc39217.pdf

Proxy Solicitation & Information Statement

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Date: February 4, 2025

Time: 11:00 a.m. (Eastern time)

Place: www.virtualshareholdermeeting.com/chr2025sm
(virtual only meeting via live audio webcast)

Notice is hereby given that a special meeting (such meeting, and any adjournment or postponement thereof, the "meeting") of the holders ("shareholders") of Class A Variable Voting Shares and Class B Voting Shares (collectively, the "Shares") of Chorus Aviation Inc. ("Chorus" or the "Corporation") will take place on February 4, 2025 at 11:00 a.m. (Eastern time) in virtual only format via live audio webcast. A recording of the meeting will be made available after the meeting on Chorus' website at www.chorusaviation.com.

The following business will be considered at the meeting:

(i) consideration and, if deemed advisable, adoption, with or without variation, of a special resolution the full text of which is set forth in the management proxy circular for the meeting (the "circular"), authorizing and approving amendments to Chorus' Restated Articles of Incorporation to effect a consolidation of the issued and outstanding Shares on the basis of a ratio to be determined by the Board of Directors, in its sole discretion, within a range of one (1) post-consolidation Share for every five (5) to ten (10) outstanding pre-consolidation Shares at any time prior to February 4, 2026, on the basis and terms more particularly set out in the circular; and

(ii) consideration of such other business, if any, that may properly come before the meeting.

The accompanying circular provides specific details of the business to be considered at the meeting under the heading "Share Consolidation" beginning on page 15.

You are entitled to receive notice of, and vote at, the meeting if you are a shareholder on the record date of December 23, 2024 (the "Record Date").

Shareholders will not be able to physically attend the meeting as it will be held in a virtual only format via live audio webcast. Shareholders will be able to participate in the meeting regardless of where they are located and can vote ahead of the meeting by proxy using various available channels (as set out within the circular and the form of proxy or voting instruction form). Shareholders are encouraged to vote their Shares prior to the meeting no later than 11:00 am (Eastern time) on January 31, 2025 (the proxy deadline).

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 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 circular and on the form of proxy or voting instruction form.


Shareholders may contact Shorecrest Group Ltd. ("Shorecrest"), Chorus' proxy solicitation agent, toll free in North America at 1-888-637-5789 or collect call from outside North America at 1-647-931-7454, or by email at [email protected].

By order of the Board of Directors

(signed) "Dennis Lopes"

Dennis Lopes
Senior Vice President, Chief Legal Officer and Corporate Secretary

December 23, 2024