Transat A.T. Inc.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Montréal, Québec, November 12, 2020.

Notice is hereby given, in accordance with an interim order of the Superior Court of Québec dated November 10, 2020 (the “ Interim Order ”), that a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of Class A variable voting shares and Class B voting shares (the “ Voting Shares ”) of Transat A.T. Inc. (the “ Corporation ” or “ Transat ”) will be held on December 15, 2020, at 10:00 a.m. (Montréal time), in a virtual only format at https://web.lumiagm.com/481453964. In order to comply with measures imposed by the federal and provincial governments related to the COVID-19 pandemic, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, unless we advise otherwise by way of press release and on our website (https://www.transat.com), the Meeting will be conducted virtually only via live audio webcast online at https://web.lumiagm.com/481453964. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location, however, the vast majority of Shareholders vote by proxy in advance and are encouraged to vote by proxy ahead of the Meeting.

The Meeting will be held for the following purposes:

to consider, and, if deemed advisable, to approve, with or without variation, a special resolution (the “ Arrangement Resolution ”), the full text of which is set forth in Schedule A of the accompanying management proxy circular (the “ Circular ”), to approve an arrangement (the “ Arrangement ”) pursuant to section 192 of the Canada Business Corporations Act (the “ CBCA ”) involving the Corporation and Air Canada, the whole as more fully described in the Circular; and
to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The board of directors of the Corporation has set the close of business on November 10, 2020, as the record date for determining the Shareholders who are entitled to receive notice of, and to vote at, the Meeting. Only persons shown on the register of Shareholders at the close of business on that date, or their proxy holders, will be entitled to participate at the Meeting and vote on the Arrangement Resolution.

Accompanying this notice of special meeting is the Circular, a form of proxy or a voting instruction form and a letter of transmittal and election form (the " Letter of Transmittal and Election Form "). The accompanying Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this notice of Meeting. Any adjourned or postponed meeting resulting from an adjournment or postponement of the Meeting will be held at a time and place to be specified either by Transat before the Meeting or at the discretion of the Chair at the Meeting. In order for registered Shareholders to receive the consideration that they are entitled to upon the completion of the Arrangement, such registered Shareholders must complete and sign the Letter of Transmittal and Election Form and return it, and otherwise follow the procedures set out in the Letter of Transmittal and Election Form.

Registered Shareholders and duly appointed proxyholders will be able to participate at the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Non-registered (or beneficial) Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to participate, interact, ask questions or vote at the Meeting.

Whether or not they are able to participate at the Meeting, Shareholders are urged to vote as soon as possible electronically, by mail or by fax in the manner set forth in the instructions found on the form of proxy or voting instruction form which accompanies this notice of Meeting. Votes must be received by AST Trust Company (Canada) not later than 5:00 p.m. (Montréal time) on December 11, 2020 (or 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed). The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion without notice.

Pursuant to the Interim Order, registered Shareholders of the Corporation have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Voting Shares in

accordance with the provisions of section 190 of the CBCA, as modified by the Interim Order and the plan of arrangement pertaining to the Arrangement (the “ Plan of Arrangement ”). A registered Shareholder wishing to exercise rights of dissent with respect to the Arrangement must send to the Corporation a written objection to the Arrangement Resolution, which written objection must be received by the Corporation at Transat A.T. Inc., Place du Parc, 300 Léo-Pariseau Street, Suite 600, Montréal, Québec, H2X 4C2, Attention: Bernard Bussières, Vice-President, General Counsel and Corporate Secretary, with a copy to (i) Fasken Martineau DuMoulin LLP, 800 Square-Victoria, Suite 3500, Montréal, Québec, Canada, H4Z 1E9, Attention: Mtre Alain Riendeau & Mtre Brandon Farber, email: [email protected] & [email protected], (ii) Stikeman Elliott LLP, 1155 René-Lévesque Blvd. W., 41[st] Floor, Montréal Québec, H3B 3V2, Attention: Mtre Stéphanie Lapierre, email: [email protected], and (iii) AST Trust Company (Canada), 1 Toronto Street, Suite 1200, Toronto, Ontario, M5C 2V6, Attention: Proxy Department, or at 2001 Robert-Bourassa Blvd., Suite 1600, Montréal, Québec, H3A 2A6, Attention: Proxy Department by no later than 5:00 p.m. (Montréal time) on December 11, 2020 (or 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed), and must otherwise strictly comply with the dissent procedures described in the accompanying Circular. The Shareholders’ rights to dissent is more particularly described in the accompanying Circular, and copies of the Plan of Arrangement, the Interim Order and the text of section 190 of the CBCA are set forth in Schedule B, Schedule E and Schedule G , respectively, of the Circular. Failure to strictly comply with the requirements set forth in section 190 of the CBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent.

AI assistant

Transat A.T. Inc. Proxy Solicitation & Information Statement 2020

42962_rns_2020-11-13_8551cd0b-2e97-48af-8161-a5608e563a4e.pdf

BY ORDER OF THE BOARD

(s) Bernard Bussières

Bernard Bussières