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Chorus Aviation Inc. Proxy Solicitation & Information Statement 2025

Jan 3, 2025

46728_rns_2025-01-03_6478f33f-7c2f-462b-8e24-fd3e2769d491.pdf

Proxy Solicitation & Information Statement

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chorus

Notice of Availability of Management Proxy Circular for February 4, 2025

Special Meeting of Shareholders

Chorus Aviation Inc. ("Chorus" or the "Corporation") has adopted the notice-and-access method of delivering its management proxy circular (the "circular") to its shareholders. This means that this notice has been sent to you instead of the circular, which has 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 circular unless you request it. See the instructions below under "How to request a paper copy of the circular."

Notice-and-access is better for the environment and cost effective as it reduces paper, 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 circular carefully before voting your shares.

MEETING DATE AND LOCATION:

Date: February 4, 2025
Time: 11:00 a.m. (Eastern time)
Place: www.virtualshareholdermeeting.com/chr2025sm
(virtual only meeting via live audio webcast)

You will need your 16-digit control number located on the form of proxy or voting instruction form to attend the meeting.

The following business will be considered at the meeting:

(i) a special resolution the full text of which is set forth in the circular, authorizing and approving amendments to Chorus' Restated Articles of Incorporation to effect a consolidation of the issued and outstanding Class A Variable Voting Shares and Class B Voting Shares (collectively the "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 under the heading "The Share Consolidation"; and
(ii) consideration of such other business, if any, that may properly come before the meeting.

SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR PRIOR TO VOTING AS IT HAS BEEN PREPARED TO HELP YOU MAKE AN INFORMED DECISION.

Shareholders who wish to receive paper copies of the circular or have questions about notice-and-access can contact TSX Trust Company toll free at 1-888-433-6443 or 416-682-3801 outside Canada and the United States or email at [email protected].


HOW TO REQUEST A PAPER COPY OF THE CIRCULAR

All Chorus shareholders may request that a paper copy of the circular be sent to them at no cost by contacting TSX Trust Company. Requests may be made up to one year from the date the circular was filed on SEDAR+ by:

  1. calling 1-888-433-6443 (toll free) or 416-682-3801 outside Canada and the United States (for services in English or French),
  2. sending an email to: [email protected]; or
  3. following the instructions at: www.meetingdocuments.com/TSXT/chr

A paper copy of the circular will be sent 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 February 4, 2025, 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 circular; 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 January 20, 2025. 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:

  • Cast your vote on the Internet at www.proxyvote.com (you will need your 16-digit control number)
  • 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 January 31, 2025 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:

  • 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
  • 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.