Air Canada | Increasing participation in annual general meetings, particularly among small shareholders at Air Canada

Status
Filed
AGM date
Previous AGM date
Proposal number
1
Resolution details
Resolution ask
Report on or disclose
ESG theme
  • Social
ESG sub-theme
  • Diversity, equity & inclusion (DEI)
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
Canada
Resolved clause
Improve voting experience • Work with the transfer agents to simplify the voting process and make it more accessible, including both voting at meetings (virtual or in person) and voting by proxy; • Interactive guides and videos to explain the business on the agenda; • Personalized reminders or small incentives to encourage voting. 2) Modernize communications • Make communications more clear, attractive and adapted to individual retail shareholders; • Accelerate the adoption of technological solutions (simplified electronic voting); 4) Document participation • Disclose detailed information about participation at meetings (broken down by in-person and virtual) in a dedicated section in the circular with a summary table giving a historical perspective over several years (since at least pre-COVID), and in particular, where possible: i. ii. the number of votes cast in in absolute numbers (not just as a %), the quorum, Arguments The gradual decline of shareholder participation, and in particular individual retail shareholders, raises several questions, including what is causing it. A continuous decline, observed over several years, is well documented. Of concern: data issued by Broadridge Proxy Pulse Canada1) show the following: Voting participation by segment 84.0% 32.1% 84.5% 30.8% 82.2% 29.4% 82.2% 29.4% 29.6% 80.1% 2019 • Optimize on-line voting platforms to make them more user-friendly on mobile devices; • Increase accessibility to information for shareholders less familiar with digital technology (paper newsletters, hot-lines, etc.). 3) Thematic and intergenerational mobilization iii. the number of outstanding voting shares (broken down by class, including multiple voting shares), iv. the number of shareholders (individuals or legal persons, objecting beneficial owners and non objecting beneficial owners [OBO/NOBO]) present; and v. the number of proxies (individuals) representing them. 2020 2021 2022 2023 RETAIL INSTITUTIONAL In 2025, Transat A.T. Inc. had to adjourn its annual meeting due to a lack of quorum. This type of incident, which received media coverage2), creates market uncertainty and raises concerns among stakeholders. Several mining companies on the TSX-V are facing similar situations. • Integrate strategic or social topics to raise interest among young investors (climate, inclusion, AI, etc.); • Highlight shareholder proposals and corporate governance issues in a simplified format. 1) https://www.broadridge.com/_assets/pdf/broadridge-proxypulse-2023-proxy-season-review.pdf 2) https://ici.radio-canada.ca/nouvelle/2161434/assemblee-transat-interrompue-quorum-insuffisant By strengthening participation by small shareholders, the Bank (sic) will consolidate its democratic legitimacy, improve the quality of dialogue with all security holders and affirm its leadership in terms of modern and inclusive corporate governance.

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.