An anonymous director reports

AIR CANADA MANAGEMENT PROXY CIRCULAR NOW AVAILABLE

Air Canada has filed its notice of 2023 annual meeting of shareholders and management proxy circular. The documents are publicly available on Air Canada's website and filed on SEDAR.

The circular contains information for shareholders related to the airline's annual meeting scheduled for May 12, 2023. Matters on which shareholders will vote are the election of directors, the appointment of auditors, renewing the shareholder rights plan for another three years and having a say on executive compensation. The proposed director nominees include Claudette McGowan, chief executive officer for Protexxa Inc., a Canadian-based cybersecurity software and services company, whose election would bring the number of women on Air Canada's board of directors to five, or 38 per cent of the total board membership. All board members elected at the 2022 annual meeting are also standing for re-election.

Shareholders will find in the circular further information about the airline's ESG (environmental, social, governance) programs, notably its plan to achieve its 2050 ambition of net carbon neutrality, including 2030 interim targets. This includes investing in and working with other climate action partners to promote the development of new technologies such as alternative fuels, carbon capture and electric aircraft. For the first time in 2022, Air Canada issued a report aligned with the Task Force on Climate-related Financial Disclosures, providing shareholders and potential investors extensive and quantified information to assess the company's environmental performance. It is available on the Air Canada website.

In November, 2021, the company cancelled certain of its facilities under the government of Canada's Large Employer Emergency Financing Facility (LEEFF) program. The cancelled facilities, none of which had ever been drawn upon, limited compensation of each named executive officer to $1-million. The circular also contains a detailed description of the board's assessment of the performance of Air Canada-named executive officers for fiscal 2022 and related compensation decisions. Compensation for 2022 reflects Air Canada's return to its normal, market-based compensation practices as fully described in the circular. It consists of a combination of salary and at-risk, variable pay (comprising between 77 and 88 per cent of total target direct compensation for the named executives) that realigns executive compensation toward the 50th percentile of its comparator group, with a view to create sustainable long-term value for Air Canada and its investors.

In 2022, Air Canada made significant progress recovering from the impact of the COVID-19 pandemic on the global airline industry. It reported an operating loss of $187-million for the year as compared with an operating loss of $3.05-billion in 2021, an improvement of nearly $3-billion. Operating revenues of $16.56-billion in 2022 improved by over $10-billion from 2021. Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) in 2022 was $1.46-billion, compared with a negative adjusted EBITDA of $1.46-billion in 2021. The company's share price outperformed the NYSE ARCA Airlines Index for 2022.

Annual meeting

Air Canada's meeting will be conducted via live webcast available on the Air Canada website.

Air Canada is using notice-and-access to deliver the meeting materials to its shareholders. These documents can be found on-line on the company's website, the website of its transfer agent, TSX Trust Company, and SEDAR. Shareholders may also request a paper copy of these documents as indicated in the circular, and in the notice of availability of meeting materials which will be mailed to shareholders.

About Air Canada

Air Canada is Canada's largest airline, the country's flag carrier and a founding member of Star Alliance, the world's most comprehensive air transportation network. Air Canada provides scheduled service directly to more than 180 airports in Canada, the United States and internationally on six continents. It holds a four-star ranking from Skytrax. Air Canada's Aeroplan program is Canada's premier travel loyalty program, where members can earn or redeem points on the world's largest airline partner network of 45 airlines, plus through an extensive range of merchandise, hotel and car rental rewards. Its freight division, Air Canada Cargo, provides air freight lift and connectivity to hundreds of destinations across six continents using Air Canada's passenger and freighter aircraft. Air Canada has committed to a net-zero emissions goal from all global operations by 2050. Air Canada shares are publicly traded on the Toronto Stock Exchange in Canada and the OCTQX in the United States.

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