Magellan Aerospace Corporation — Proxy Solicitation & Information Statement 2020

Apr 8, 2020

MAGELLAN AEROSPACE CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting (the "Meeting") of the holders of common shares of MAGELLAN AEROSPACE CORPORATION (the "Corporation"), which, due to concerns regarding the novel coronavirus outbreak (“COVID-19”) and to assist in protecting the health and well-being of our shareholders and employees, will be held in a virtual format to provide a consistent experience to all shareholders regardless of location on Tuesday, the 5[th ] of May, 2020, at 2:00 p.m. (Eastern Time) for the following purposes:

1. to receive the consolidated financial statements of the Corporation for its financial year ended December 31, 2019, together with the report of the auditors thereon;

2.

• to elect seven (7) directors of the Corporation for the ensuing year;

3. to appoint Ernst & Young LLP as auditors of the Corporation with remuneration to be fixed by the directors; and

4. to transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof.

Particulars of the foregoing matters are set forth in the accompanying management proxy circular (“Proxy Circular”) of the Corporation dated March 20, 2020. The financial statements for the year ended December 31, 2019 and the independent report of the auditors' of the Corporation thereon are available on SEDAR at www.sedar.com.

It is important that your shares be represented at the Meeting. Please note that the Meeting will be held in a virtual, audio only, online format conducted by live webcast at https://web.lumiagm.com/253527161. The Corporation intends to utilize a virtual meeting for the 2020 Meeting in light of the COVID-19 pandemic, and will consider whether to revert to a physical in person meeting for future Shareholder meetings as circumstances permit.

ANY SHAREHOLDER OF RECORD AT THE CLOSE OF BUSINESS ON MARCH 20, 2020 WILL BE ENTITLED TO RECEIVE NOTICE OF, AND VOTE AT THE MEETING, PROVIDED THAT TO THE EXTENT SUCH A SHAREHOLDER TRANSFERS THE OWNERSHIP OF ANY OF THEIR COMMON SHARES AFTER THE RECORD DATE AND THE TRANSFEREE OF THOSE COMMON SHARES PRODUCES A PROPERLY ENDORSED SHARE CERTIFICATE OR OTHERWISE ESTABLISHES THAT THEY OWN SUCH COMMON SHARES AND DEMANDS NOT LATER THAN 5 DAYS BEFORE THE MEETING THAT THEIR NAME BE INCLUDED ON THE SHAREHOLDERS’ LIST, SUCH TRANSFEREE IS ENTITLED TO VOTE SUCH SHARES AT THE MEETING. IF YOU CANNOT ATTEND THE MEETING ONLINE, PLEASE SIGN AND RETURN THE ENCLOSED PROXY FORM IN THE ADDRESSED ENVELOPE PROVIDED. IN ORDER FOR YOUR PROXY FORM TO BE EFFECTIVE, IT MUST BE DULY COMPLETED AND MUST REACH THE OFFICE OF COMPUTERSHARE TRUST COMPANY OF CANADA, 8[TH] FLOOR, 100 UNIVERSITY AVENUE, TORONTO, ONTARIO, CANADA M5J 2Y1 AT LEAST 48 HOURS BEFORE THE MEETING, WHICH WILL BE HELD ON TUESDAY, MAY 5, 2020.

Shareholders will not be able to attend the Meeting in person, but will have an opportunity to participate at the Meeting online regardless of their geographic location. Registered shareholders and duly appointed proxyholders who attend the Meeting online will still have the opportunity to participate in the question and answer session and vote their common shares at the Meeting, provided that they follow the instructions in the accompanying Proxy Circular and remain connected to the internet at all times during the Meeting. Non-registered (beneficial) shareholders who do not appoint themselves as their proxyholder in accordance with the instructions in this Proxy Circular and provided by their intermediary, will be able to participate as guests at the Meeting but will not be able to vote. Guests will be able to listen to the proceedings of the Meeting but cannot vote. Shareholders that usually vote by proxy ahead of the Meeting will be able to do so in the same manner as previous shareholder meetings. The Proxy Circular of the Corporation accompanying this Notice contains important instructions and details on

how to participate at the Meeting and vote your common shares by proxy or online during the Meeting. The specific details of the matters proposed to be put before the Meeting are also set forth in the Proxy Circular.

EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY BY INTERNET, PHONE OR MAIL AS SOON AS POSSIBLE . If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described in the attached Proxy Circular.

Please read the proxy materials carefully. Your vote is important and the Corporation appreciates your cooperation in considering and acting on the matters presented.

By Order of the Board of Directors of the Corporation

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Elena M. Milantoni Chief Financial Officer DATED at Mississauga, Ontario, this 20[th] day of March, 2020.