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Transat A.T. Inc. — AGM Information 2021
Mar 24, 2021
42962_rns_2021-03-23_a2f48927-1dd4-4e8c-8bdf-bfac796355ea.pdf
AGM Information
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Notice of the 2021 Annual Meetin of Shareholders g
Montréal, Québec, March 23, 2021.
The annual meeting of the holders of Class A variable voting shares and Class B voting shares of Transat A.T. Inc. (the “ Corporation ” or “ Transat ” or the terms “ we ,” “ us ,” “ our ” and “ ours ” also referring to Transat A.T. Inc. and to one or more of its subsidiaries, or to Transat A.T. Inc. alone, depending on the context) will be held in a virtual-only format at https://web.lumiagm.com/495924417, on April 29, 2021, at 10:00 a.m. (Montréal time) (the “ Meeting ”). In order to comply with COVID-related measures imposed by the federal and provincial governments and to mitigate the health and safety risks to our communities, shareholders, employees and other stakeholders, our meeting will take place only as a virtual event via a live audio webcast online at https://web.lumiagm.com/495924417. All shareholders will have an equal opportunity to participate in the online Meeting, regardless of their geographic location. However, the vast majority of shareholders vote in advance by proxy, and you too are encouraged to vote by proxy prior to the Meeting.
The following items of business will be brought before the Meeting:
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to receive the consolidated financial statements of the Corporation for the year ended October 31, 2020, and the external auditors’ report thereon;
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to elect the Directors;
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to appoint the external auditors for the fiscal year ending October 31, 2021, and to authorize the Directors to fix their remuneration;
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to consider and approve, in an advisory, non-binding capacity, a resolution regarding the Corporation’s approach to executive compensation (the full text of which is attached as Schedule A to this Management Proxy Circular); and
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to transact such other business as may properly come before the Meeting or any adjournment thereof.
The Corporation’s Board of Directors has set the close of business on March 22, 2021 as the record date for determining which shareholders are entitled to be convened to and vote at the Meeting. Only those persons whose name appears in the shareholder register on the close of business on that date, or their proxies, will be able to participate and vote at the Meeting.
The Circular and a form of proxy or voting instruction form are enclosed with this Notice of Meeting. The attached Circular contains information regarding the matters to be transacted at the Meeting and is also included in this Notice of Meeting. Any meeting that is adjourned or postponed will be held at the time and place specified by Transat before the Meeting takes place or by the Chair during the meeting, at his discretion.
Registered shareholders and duly appointed proxyholders may attend the Meeting, ask questions and vote in real time, provided that they are connected to the internet and comply with all the requirements set out in the Circular. Non-registered (or beneficial) shareholders who do not have a duly appointed proxyholder may attend the Meeting as a guest, but they will not be able to participate, interact, ask questions or vote at the Meeting.
Regardless of whether shareholders are entitled to participate at the Meeting, we recommend that shareholders vote as soon as possible by electronic means, by mail or by fax in the manner set out in the instructions included on the form of proxy or voting instruction form that is enclosed with this Notice of Meeting . All votes must be sent to AST Trust Company (Canada) no later than 10:00 a.m. (Montréal time) on April 27, 2021 (or 48 hours, excluding Saturdays, Sundays and statutory holidays, before the start of any adjournment or postponement of such Meeting, if applicable). The Chair of the Meeting may waive or extend the proxy cut-off at his discretion and without notice. At the Meeting, the Corporation will also report on the conduct of its business during the year ended October 31, 2020. This Circular is provided in connection with the solicitation, by the management of Transat, of proxies for use at the Meeting.
If you have any questions or require assistance in completing your form of proxy, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, toll free at 1 888 518-1552 (in North America), or collect call at 1 416 867-2272 (outside North America) or by email at [email protected] .
Montréal, Québec, March 23, 2021. BY ORDER OF THE BOARD OF DIRECTORS Transat A.T. Inc.
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Bernard Bussières Vice President, General Counsel and Corporate Secretary