Mr. Jean-Francois Pruneau reports
TRANSAT FILES AND COMMENCES MAILING OF MANAGEMENT INFORMATION CIRCULAR, ANNOUNCES DIRECTOR NOMINEES FOR UPCOMING SHAREHOLDERS MEETING AND URGES TO VOTE BLUE
Transat A.T. Inc. has filed and commenced the mailing of its notice of meeting and management information circular and related documents in connection with its upcoming annual general and special meeting of shareholders scheduled to be held on March 10, 2026, at 9 a.m. Montreal time. At this year's meeting, the election of the board is being contested and your vote is critical. Transat is building positive momentum and is proposing an eight-person board comprising industry experts and experienced new and returning nominees. Shareholders are encouraged to read Transat's meeting materials to understand why it is important to support Transat's board nominees.
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Transat has voting and support from two key large shareholders together holding 16.1 per cent of the voting shares.
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Your investment deserves better than a shareholder seeking effective control of your company without paying you a premium.
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Vote
blue proxy well in advance of the voting deadline on March 6 at 9 a.m. Montreal time to ensure your vote counts.
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Access meeting materials and sign up for updates at
the Vote Transat website.
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Questions? Need help voting? Contact Laurel Hill Advisory Groupby e-mail at assistance@laurelhill.com, or by texting "info" to, or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (international).
The circular is available under Transat's issuer profile on SEDAR+ and on its website.
The board of directors unanimously recommends that shareholders vote for all of Transat's eight director nominees using the blue proxy or voting instruction form.
Transat is well positioned to continue its progress:
Transat's recovery plan is working. Transat is delivering results and progressively bringing the company back on a profitable growth path after a challenging period. The company has stabilized operations, strengthened financial performance, preserved shareholder value and laid the foundation for long-term value creation. As Transat enters its next phase, the proposed slate reflects a deliberate balance of continuity and complementary expertise to ensure disciplined execution and continue to build on this last year's positive momentum. The Transat board nominees collectively bring deep experience in aviation, operations, restructuring, finance and transformation oversight, capabilities well matched to the company's strategic and operational priorities. Transat's board slate was developed through a rigorous, structured process, informed by constructive engagement with Transat's shareholders, and overseen by a special committee of the board and the chair of the human resources and governance committee.
Key large shareholder support. As the result of Transat's engagement with each of the Fonds de solidarite des travailleurs et travailleurs du Quebec (FTQ) and La Caisse de depot et placement du Quebec, together holding 16.1 per cent of the voting shares, two of the nominees have been nominated by the Fonds de solidarite FTQ and La Caisse in accordance with support and voting agreements. Their nominations, together with the reduction in the size of the board and the nominations of two other new independent nominees, represent a responsible evolution of Transat's governance, ensuring shareholder representation within a balanced and independent structure.
The board also offered Financiere Outremont one board seat, consistent with its ownership position of less than 10 per cent of the company's outstanding shares; Financiere Outremont declined this reasonable proposal.
Diverse, industry-expert and experienced board
Transat is recommending the election of the following eight director nominees:
- Christiane Bergevin: A new independent nominee, Ms. Bergevin has served in executive roles at major enterprises for more than 35 years, including Hydro One and Desjardins Group. Currently the president of Bergevin Capital, Ms. Bergevin is a director of Iamgold Corp., Azimut Exploration Inc. and RATP Dev (France), one of the world largest public transport operators worldwide.
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Daniel Desjardins: A director of Transat since 2022, Mr. Desjardins has been named one of Canada's most influential lawyers for his two-decade career at Bombardier. Mr. Desjardins is a director of Velan Inc., Legal Leaders for Diversity Trust Fund and Pointe-a-Calliere Museum.
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Marie-Pierre Dhers: A new nominee put forward by the Fonds de solidarite FTQ. With a proven record in operational turnarounds, value creation and corporate development, Ms. Dhers, a former senior executive at Air France-KLM, brings extensive global experience in airline operations and large-scale company transformation.
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Michael R. DiLollo: A new nominee put forward by La Caisse, Mr. DiLollo is an experienced aviation executive who began his career as a pilot and flight engineer. In conjuncture with his role as managing director, capital solutions at La Caisse, Mr. DiLollo serves as chairman of EINN Volant Aircraft Leasing Holding and leads La Caisse's aviation strategy. Previously, he was a director of Nav Canada and the chief executive officer of Caribbean Airlines.
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Vincent Duhamel: Mr. Duhamel brings more than 30 years of international finance expertise to the board as a new independent nominee, culminating in his role as Fiera Capital's global president and chief operating officer. Mr. Duhamel is a director of Idealist Capital and Thrust Capital Partners.
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Annick
Guerard: Ms. Guerard has more than 20 years of experience in the airline and tourism industry, and has served as president and chief executive officer of Transat and as a member of its board since 2021.
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Stephane
Lefebvre: Mr. Lefebvre brings perspective and knowledge of the aerospace industry and experience leading large global organizations through transformation and recovery. He is the chief executive officer of Solotech Inc. and previously served as chief executive officer of Cirque du Soleil Group and chief financial officer of CAE Inc. He has been a director of Transat since 2022.
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Bruno Matheu: Mr. Matheu is an accomplished executive and board member with a strong record in airline transformation and global operations, including senior leadership roles at Airline Equity Partners and Air France-KLM. He has been a director of Transat since 2023 and is a member of the board of directors of IAG (International Airlines Group).
Vote your blue proxy
To have your say in Transat's future, vote your blue proxy on-line, by mail or over the phone. For questions or if you require voting assistance, contact Transat's proxy solicitation agent, Laurel Hill Advisory Group, by e-mail at assistance@laurelhill.com, or by texting info to, or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (international).
How registered shareholders can vote
blue
- Internet: Go to the Meeting Vote website and follow the instructions. You will need your 13-digit control number that appears on your blue proxy or in the e-mail TSX Trust sent you.
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Phone: Call 1-888-489-7352 (toll-free in North America). You will need your 13-digit control number that appears on your blue proxy or in the e-mail you received from TSX Trust.
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Fax or e-mail: Complete the blue proxy and send it to TSX Trust by fax at 1-416-595-9593, or scan and e-mail it to TSX Trust at proxyvote@tmx.com.
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Mail: Complete and return your blue proxy in the prepaid envelope provided.
How beneficial shareholders can vote blue
- Internet: Go to the Proxy Vote website and follow the instructions. You will need your 16-digit control number that appears on your blue VIF (voting instructions form) or in the e-mail you received.
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Phone: For shareholders in Canada, call 1-800-474-7493 (for service in English) or 1-800-474-7501 (for service in French). For shareholders in the U.S., call: 1-800-454-8683. You will need your 16-digit control number that appears on your blue VIF or the e-mail you received.
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Mail: Complete and return your blue VIF in the prepaid envelope provided.
Shareholders are encouraged to read the detailed voting instructions found in the circular at the Vote Transat website under "general proxy and meeting matters."
The board also released a letter to shareholders in conjunction with the filing of its circular. The full text of the letter is as shown on the Vote Transat website.
About Transat
A.T. Inc.
Founded in Montreal in 1987, Transat has achieved worldwide recognition as a provider of leisure travel particularly as an airline under the Air Transat brand. Voted World's Best Leisure Airline by passengers at the 2025 Skytrax World Airline Awards, it flies to international destinations. By renewing its fleet with the most energy-efficient aircraft in their category, it is committed to a healthier environment, knowing that this is essential to its operations and the destinations it serves. Based in Montreal, Transat has nearly 5,000 employees with a common purpose to bring people closer together.
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