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Transat A.T. Inc. — Proxy Solicitation & Information Statement 2025
Mar 29, 2025
42962_rns_2025-03-28_6ebbf2ae-432d-4682-a14e-aaf2607237b3.pdf
Proxy Solicitation & Information Statement
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Notice of the 2025 Annual and Special Meeting of Shareholders and Notice of Access to Meeting Materials
Montréal, Quebec, March 21, 2025.
You are invited to attend the annual and special meeting of the holders of Class A variable voting shares and Class B voting shares of Transat A.T. Inc. which will be presented exclusively in French, with simultaneous translation into English.
When: Tuesday, April 29, 2025 at 10:00 a.m. (EDT)
Where:
- Virtually
- Via live webcast at https://meetings.lumiconnect.com/400-884-167-043
- Password “transat2025” (case sensitive)
- In person
- Lumi Experience - 1250 René-Lévesque Boulevard West, 36th floor, suite 3610, Montréal, Quebec H3B 4W8
HOW TO ACCESS THE MEETING MATERIALS
TSX Trust Company's website: https://www.meetingdocuments.com/TSXT/TRZ
Our website: www.transat.com/
SEDAR+ website: www.sedarplus.ca
The following items of business will be brought before the Meeting:
- To receive the consolidated financial statements of the Corporation for the year ended October 31, 2024, and the external auditors' report thereon;
- To elect the directors;
- To appoint the external auditors for the fiscal year ending October 31, 2025, and to authorize the Directors to fix their compensation;
- To consider and, if deemed advisable, adopt the resolution detailed in the Management Proxy Circular for the purposes of ratifying the amendments to the 2025 Employee Share Purchase Plan of the Corporation, as amended, restated and reproduced in Schedule B to the Management Proxy Circular;
- 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 C to the Management Proxy Circular); and
- To transact such other business as may properly come before the Meeting or any adjournment thereof.
Notice-and-access
We are sending our Management Proxy Circular and our Annual Financial Report ("Meeting Materials") to registered and non-registered shareholders in accordance with the notice-and-access procedures provided in the Canadian securities regulation. Under notice-and-access, instead of receiving a paper copy of the Meeting Materials, shareholders receive a copy of this Notice which explains how to access the Meeting Materials and how to request a paper copy of the documents, if desired, and sets forth the details of the Meeting, as well as a form of proxy or voting instruction form, as applicable. Shareholders who have chosen to receive our financial reports by mail will continue to receive them, unless they agree to receive them electronically.
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As a shareholder of the Corporation, it is important that you read the Circular and other proxy materials carefully, as they contain important information about the voting of your shares and the matters to be dealt with at the Meeting.
How to request a paper copy of the Meeting Materials
Shareholders who wish to receive a paper copy of the Management Proxy Circular or the Annual Financial Report may do so by calling 1 888 433-6443 (toll-free within North America) or 1 416 682-3801 (from outside North America) or by sending an e-mail to [email protected]. Please note that we will not be mailing the form of proxy or voting instruction form, so please keep the one you received with this notice.
Your request must be received by April 15, 2025, if you want to receive the materials before the Meeting.
Attendance and voting at the Meeting
The Corporation's Board of Directors has set the close of business on March 20, 2025, as the record date for determining which shareholders are entitled to receive notice of, and vote at, the Meeting. Only those persons whose names appear in the shareholder register on the close of business on that date, or their proxyholders, will be able to participate and vote at the Meeting.
Registered shareholders and duly appointed proxyholders may attend the Meeting, virtually or in person, ask questions and vote in real time, provided that they comply with all the requirements set out in the Circular. Non-registered (or beneficial) shareholders who have not duly appointed themselves as proxyholders may attend the Meeting as guests, but they will not be able to participate, interact, ask questions or vote at the Meeting.
Regardless of whether shareholders are able 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 which accompanies this notice of Meeting. All votes must be sent to TSX Trust Company no later than 10:00 a.m. (Montréal time) on April 25, 2025 (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 prior notice.
If you have any questions or require assistance in completing your form of proxy, please contact our strategic shareholder advisor and proxy solicitation agent, TMX Investor Solutions Inc., toll free at 1-800-848-3405, or by email at [email protected].
Montréal, Quebec, March 21, 2025.
BY ORDER OF THE BOARD OF DIRECTORS
Transat A.T. Inc.
Bernard Bussières
Chief Legal and Government Relations Officer and
Corporate Secretary