Transat A.T. Inc. — Proxy Solicitation & Information Statement 2025

Mar 29, 2025

transat

TMX

TSX Trust

This Proxy is solicited by the management of Transat A.T. Inc. ("Transat") in connection with the Annual and Special Meeting of Shareholders of Transat to be held in a hybrid format on Tuesday, April 29, 2025 at 10:00 a.m. (Montréal time); virtually via live audiovisual webcast at https://meetings.lumiconnect.com/400-884-167-043 and in person at Lumi Experience – 1250 René-Lévesque Blvd West, Suite 3610, Montréal, QC, H3B 4W8, and at any adjournment or postponement thereof (the "Meeting"). To participate, interact, ask questions or vote at the virtual Meeting, participants (other than guests) will need a Control Number (see Control Number set forth on this Proxy for registered shareholders and instruction 2 on the reverse side of this Proxy for duly appointed proxyholders) and the following password: "transat2025" (case sensitive).

The undersigned, holder of Class A variable voting shares or Class B voting shares of Transat, hereby appoints Susan Kudzman, Chairman of the Board, or, failing her, Annick Guérard, President and Chief Executive Officer of Transat or, failing her, Lucie Chabot, Director, or instead of any of the foregoing, ___ as such holder's proxyholder, with full power of substitution, to attend, act and vote on the undersigned's behalf in respect of all matters that may come before the Meeting and with authority to vote and act in such proxyholder's discretion with respect to amendments or variations to matters referred to in the notice of Meeting and with respect to other matters which may properly come before the Meeting. The proxyholder is hereby directed to vote, including on any ballot that may be called for, the shares represented by this Proxy in accordance with the instructions of the undersigned indicated below. If no choice is indicated for any item specified below, the shares represented by this Proxy will be voted as recommended by Management. The undersigned hereby revokes any prior proxy or proxies relating to the shares represented by this Proxy and ratifies and confirms all that the proxyholder may do by virtue of this appointment, provided that such proxyholder votes in accordance with the instructions set out herein. If you appoint a proxyholder other than the three directors listed above, YOU MUST return your proxy by mail, fax or email to TSX Trust and, if your proxyholder will attend the virtual Meeting, YOU MUST ALSO call TSX Trust at 1-866-751-6315 (toll free in Canada and the United States) or 1-416 682-3860 (other countries), or complete the online form at https://www.txtrust.com/control-number-request, by 10:00 a.m. (Montréal time) on April 25, 2025 (or 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed) to properly register your proxyholder, so that TSX Trust may provide such proxyholder with a 13-digit proxyholder control number via email. Such 13-digit proxyholder control number will differ from the Control Number set forth on this Proxy. Without a 13-digit proxyholder control number, your proxyholder will not be able to participate, interact, ask questions, or vote at the virtual Meeting, but will be able to attend as a guest.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen.

1. ELECTION OF DIRECTORS

2. APPOINTMENT OF ERNST & YOUNG, LLP, AS EXTERNAL AUDITORS

	PC08	AGAINST	PC08	WITHHOLD
1. Geneviève Brouillette	☐	☐	☐	☐
2. Lucie Chabot	☐	☐	☐	☐
3. Valérie Chort	☐	☐	3. AMENDMENTS TO THE 2025 EMPLOYEE SHARE PURCHASE PLAN
4. Robert Coallier	☐	☐	☐	☐
5. Daniel Desjardins	☐	☐	☐	☐
6. Annick Guérard	☐	☐	☐	☐
7. Susan Kudzman	☐	☐	4. ADVISORY VOTE ON EXECUTIVE COMPENSATION
8. Stéphane Lefebvre	☐	☐	☐	☐
9. Bruno Matheu	☐	☐	☐	☐
10. Ian Rae	☐	☐	☐	☐
11. Julie Tremblay	☐	☐	☐	☐

DECLARATION OF OWNERSHIP AND CONTROL

The undersigned certifies that it has made reasonable inquiries as to the Canadian status of the owner and person in Control1 of the shares represented by this Proxy and has read the definitions found on the reverse side to make an accurate Declaration of Ownership and Control.

DECLARATION AS TO THE NATURE OF OWNERSHIP AND CONTROL

The undersigned hereby certifies that the shares represented by this Proxy are owned and Controlled by:

• a CANADIAN¹.
• a NON-CANADIAN HOLDER AUTHORIZED TO PROVIDE AIR SERVICE¹ or by a person in affiliation¹ with it.
• a NON-CANADIAN², who is not a NON-CANADIAN HOLDER AUTHORIZED TO PROVIDE AIR SERVICE, or by a person in affiliation with it.

IF YOU DO NOT COMPLETE THIS DECLARATION OF OWNERSHIP AND CONTROL OR IF IT IS DETERMINED BY TRANSAT OR ITS TRANSFER AGENT THAT YOU MADE AN INCORRECT DECLARATION (THROUGH INADVERTENCE OR OTHERWISE), THE SHARES REPRESENTED BY THIS PROXY WILL BE DEEMED TO BE OWNED AND CONTROLLED BY A PERSON THAT IS A NON-CANADIAN HOLDER AUTHORIZED TO PROVIDE AIR SERVICE².

Date: ___ 2025

(Signature of shareholder)

(Name of shareholder)

1 See the applicable definition on the reverse side of this Proxy.
2 Under applicable laws and Transat by-laws, this declaration has the same value as if made under the Canada Evidence Act. Further declarations may be required and Transat may take other appropriate actions to ensure compliance with applicable ownership restrictions.

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transat

TMX

TSX Trust

INSTRUCTIONS FOR COMPLETION OF THIS PROXY:

1. This Proxy must be dated and signed by the holder of the shares represented by this Proxy, or his or her attorney duly authorized in writing, or if the shareholder is a corporation or other legal entity, by an authorized officer or attorney. If the signatory is acting in a fiduciary or representative capacity, provide full particulars of such appointment and authority.

2. A shareholder has the right to appoint a person to attend and act for him, her and on his, her behalf at the Meeting other than one of the three directors listed on the first page of this Proxy. Such right may be exercised by inserting the name of such person in the blank space provided on the other side of this Proxy. A person appointed as nominee to represent a shareholder doesn't need to be a shareholder of Transat. A person appointed as proxyholder must attend the Meeting or any adjournment or postponement thereof to vote and may be required to certify whether such person is a "Canadian" (as defined below). If you appoint a proxyholder other than one of the three directors listed on the first page of this Proxy, YOU MUST return your proxy by mail, fax or email to TSX Trust and, if your proxyholder will attend the Meeting virtually, YOU MUST ALSO call TSX Trust at 1-866-751-6315 (toll free in Canada and the United States) or 1-416-682-3860 (other countries), or complete the online form at https://www.tsxtrust.com/control-number-request, by 10:00 a.m. (Montréal time) on April 25, 2025 (or 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed) to properly register your proxyholder, so that TSX Trust may provide such proxyholder with a 13-digit proxyholder control number via email. Such 13-digit proxyholder control number will differ from the Control Number set forth on this Proxy. Without a 13-digit proxyholder control number, your proxyholder will not be able to participate, interact, ask questions or vote at the virtual Meeting, but will be able to attend as a guest.

3. If this Proxy is undated, it will be deemed to be dated the date on which it was mailed on behalf of Transat.

4. Any of the joint holders of shares of Transat may sign a form of proxy in respect of such shares but, if more than one of them is present at the Meeting or represented by proxyholder, then that one of them whose name appears first in the register of the holders of such shares, or that one's proxyholder, will alone be entitled to vote in respect thereof.

5. Proxies must be received by Transat's transfer agent, TSX Trust Company ("TSX Trust") not later than 10:00 a.m. (Montréal time) on April 25, 2025 (or 48 hours, excluding Saturdays, Sundays, and statutory holidays, prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed) or with the Secretary of the Meeting prior to commencement of the meeting on the day of the Meeting or on the day of any adjournment thereof.

FINANCIAL STATEMENT REQUESTS

In accordance with securities regulations, shareholders may elect annually to receive financial statements, if they so request. If you wish to receive such mailings, please mark your selection below. You may also go to TSX Trust's website https://services.tsxtrust.com/financialstatements and input code 7482a.

Interim Financial Reports
☐ Mark this box if you would like to receive interim financial reports by mail.
Annual Reports
☐ Mark this box if you would like to receive the Annual Report by mail.

If you do not mark the box, or do not return this Proxy or register online then it will be assumed you do NOT want to receive Financial Statements.

DEFINITIONS:

"affiliation" for the purposes hereof (a) one corporation is affiliated with another corporation if (i) one of them is a subsidiary of the other, (ii) both are subsidiaries of the same corporation, or (iii) both are controlled by the same person, (b) if two corporations are affiliated with the same corporation at the same time, they are deemed to be affiliated with each other, (c) a partnership or sole proprietorship is affiliated with another partnership or sole proprietorship if both are controlled by the same person, (d) a corporation is affiliated with a partnership or a sole proprietorship if both are controlled by the same person, (e) a corporation is a subsidiary of another corporation if it is controlled by that other corporation or by a subsidiary of that other corporation, (f) a corporation is controlled by a person other than Her Majesty in right of Canada or a province if (i) securities of the corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation are held, directly or indirectly, whether through one or more subsidiaries or otherwise, otherwise than by way of security only, by or for the benefit of that person, and (ii) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the corporation, (g) a corporation is controlled by Her Majesty in right of Canada or a province if (i) the corporation is controlled by Her Majesty in the manner described in paragraph (f), or (ii) in the case of a corporation without share capital, a majority of the directors of the corporation, other than ex officio directors, are appointed by (A) the Governor in Council or the Lieutenant Governor in Council of the province, as the case may be, or (B) a Minister of the government of Canada or the province, as the case may be, and (h) a partnership is controlled by a person if the person holds an interest in the partnership that entitles the person to receive more than 50% of the profits of the partnership or more than 50% of its assets on dissolution.

"Control" means notably control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, an agreement or arrangement, the ownership of any body corporate or otherwise, and, without limiting the generality of the foregoing, a body corporate is deemed to be controlled by a person if securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are held, otherwise than by way of security only, by or for the benefit of that person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate; and a partnership is deemed to be controlled by a person if the person holds an interest in the partnership that entitles the person to receive more than 50% of the profits of the partnership or more than 50% of its assets on dissolution. This definition shall not be construed to affect the meaning of the expression "controlled in fact" in the definition of "Canadian" below.

"Canadian" means (a) a Canadian citizen or a Permanent Resident, (b) a government in Canada or an agent or mandatory of such a government, or (c) a corporation or entity that is incorporated or formed under the laws of Canada or a province, that is controlled in fact by Canadians and of which at least 51% of the voting interests are owned and controlled by Canadians and where (i) no more than 25% of the voting interests are owned directly or indirectly by any single Non-Canadian, either individually or in affiliation with another person, and (ii) no more than 25% of the voting interests are owned directly or indirectly by one or more Non-Canadian Holders Authorized to Provide Air Service, either individually or in affiliation with another person.

"Canadian citizen" means (a) a person who was born in Canada after February 14, 1977, (b) a person who was born outside of Canada after February 14, 1977 and at the time of his or her birth one of his or her parents, other than a parent who adopted him or her, was a Canadian citizen, (c) a person who has been granted or has acquired citizenship and, in the case of a person who is 14 years of age or over on the day that he or she is granted citizenship, he or she has taken the oath of citizenship, (d) a person who was a citizen immediately before February 15, 1977, or (e) a person who was entitled, immediately before February 15, 1977, to become a citizen under paragraph 5(1)(b) of the former Canadian Citizenship Act.

"Non-Canadian" means a person who is not a Canadian.

"Non-Canadian Holder Authorized to Provide Air Service" means any Non-Canadian authorized to provide an air service in any jurisdiction.

"Permanent resident" means a person who has acquired permanent residence status and has not subsequently lost that status under section 46 of the Immigration and Refugee Protection Act.

HOW TO VOTE

INTERNET

• Go to www.meeting-vote.com
• Cast your vote online
• View Meeting documents

You will need your Control Number which is set forth on the reverse side of this Proxy. If you choose to vote online, please do not return this Proxy.

TELEPHONE

Use any touch-tone phone, call toll free in Canada and United States 1 888 489-7352, an agent will help you vote online.

You will need your Control Number which is set forth on the reverse side of this Proxy. If you choose to vote by telephone, please do not return this Proxy.

FAX

Complete and fax your signed Proxy to: 416 595-9593.

EMAIL

Complete and return your signed Proxy to: proxyvote@tmx.com

MAIL

• Complete and return your signed Proxy in the envelope provided; or
• Complete and send or personally deliver your signed Proxy to:

TSX Trust Company
100 Adelaide Street W, Suite 301
Toronto, Ontario M5H 4H1
Attention: Proxy Department

or
1190 des Canadiens-de-Montréal Avenue
Suite 1700
Montréal, Québec H3B 0G7
Attention: Proxy Department

If you wish to receive investor documents electronically in the future, please visit https://services.tsxtrust.com/edelivery to enroll.