Notice of 2024 Annual Meeting of

Shareholders and Management Proxy

Circular

June 26, 2024

LETTER TO SHAREHOLDERS FROM THE CHAIR OF THE BOARD AND THE PRESIDENT AND

CHIEF EXECUTIVE OFFICER

1

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

3

MANAGEMENT PROXY CIRCULAR

5

ABOUT OUR ANNUAL MEETING OF SHAREHOLDERS

7

VOTING YOUR SHARES

10

BUSINESS OF THE MEETING

15

THE NOMINATED DIRECTORS

19

DIRECTOR COMPENSATION

29

STATEMENT OF GOVERNANCE PRACTICES

32

ESG UPDATE

42

COMMITTEES

46

EXECUTIVE COMPENSATION

51

OTHER IMPORTANT INFORMATION

78

APPENDIX A - MANDATE OF THE BOARD OF DIRECTORS

81

Caution regarding forward-looking information

Certain disclosures contained or incorporated by reference in this circular may include forward-looking information or statements within the meaning of applicable securities laws (collectively referred to as, "forward-lookinginformation"). This forward-looking information may involve, but is not limited to, comments relating to strategies, expectations, goals, targets, commitments, planned operations or future actions, including those relating to financial, operational, business, climate, and other sustainability matters. Forward-looking information, by its nature, is based on assumptions, is subject to important risks and uncertainties and cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the business. Forward-looking information may be identified by the use of terminology such as "believes", "expects", "anticipates", "assumes", "outlook", "plans", "targets", "could", "intend", "may", "project" or other similar terms and phrases, including negative versions thereof, although not all forward-looking information contains these identifying words.

Forward-looking information, by its nature, is based on assumptions and are subject to important risks and uncertainties. Such information involves known and unknown risks, uncertainties and actual results, performance or achievements may differ materially from results indicated in forward-looking information due to a number of factors, including the factors identified in the "Risk Factors" section of the Annual Information Form of Chorus Aviation Inc. ("Chorus") dated February 22, 2024 (the "AIF"). The AIF may be found online on SEDAR+ at www.sedarplus.caand on Chorus' website at www.chorusaviation.comin the "Investors" section.

Forward-looking information in this circular reflects information as of the date of this circular (or as of the date it is stated to be provided) and is subject to change after such date. Chorus disclaims any intention or obligation to update or revise any forward-looking information, whether because of new information, future events or otherwise, except as required under applicable securities law.

LETTER TO SHAREHOLDERS FROM THE CHAIR OF THE BOARD AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

Fellow Shareholders:

We are pleased to provide you with the materials for the annual meeting of shareholders of Chorus Aviation Inc. ("Chorus") that will take place on June 26, 2024 at 11:00 a.m. (Eastern time) in virtual format only via live audio webcast. The webcast will be available at www.virtualshareholdermeeting.com/CHR2024.

As a shareholder of Chorus, you have the right to vote on all items that come before the meeting. This management proxy circular ("circular") provides you with information about the business of the meeting and how to exercise your right to vote. The meeting agenda and each proposed resolution is more fully described in this circular.

Acknowledging Our Dissatisfaction With Shareholder Returns

Your management team and Board of Directors take the responsibility to generate shareholder value very seriously. We are trading well below tangible book value and have not received credit for the underlying earnings power of our businesses.

With an intense focus on addressing this, we are thoroughly reviewing our cost of capital and re-evaluating areas of focus around our business. We are driving forward with concrete cash-generation and expense reduction initiatives. Unlocking the true potential of our business and improving returns for our shareholders is our top priority.

We remain confident in the underlying fundamentals of our business, highlighted below:

  • We generated $331.4 million in Free Cash Flow1, primarily derived from operating cash flows.
  • We met our 2023 earnings guidance, delivering adjusted EBITDA1 of $458.7 million, an increase of $17.7 million over 2022.
  • We made significant progress on reducing our debt, reducing the company's Leverage Ratio1 to 3.6x at the end of 2023, closing in on our target range of 2.5x - 3.5x.
  • We bolstered liquidity reserves, ensuring ample room to wait out the interest rate challenge.
  • Between November 2022 and December 2023, we repurchased and cancelled 9,623,451 million shares, representing 4.7% of the outstanding shares at the time of the NCIB launch in 2022.

Many Bright Spots Across Our Businesses

Throughout 2023, our businesses continued to push through new initiatives and organic growth:

  • The Jazz team led by Randolph deGooyer once again generated predictable earnings and cash flows under Jazz's long-term contract with Air Canada. The Jazz team successfully addressed the evolving pilot wage environment by amending its collective agreement with its pilots. This helped increase pilot capacity, while maintaining the guaranteed cash flows under the contract. The Jazz operation is the regional backbone of Air Canada's North American network, and the two teams work side-by-side day in and day out to collaborate and deliver a safe and reliable operation. The relationship has never been stronger, and we thank Air Canada for being a valuable partner and supportive shareholder.
  • The Falko team led by Jeremy Barnes further enhanced Falko's market-leading position in the regional aircraft leasing market, concluding 82 aircraft transactions, including aircraft acquisitions, sales, new leases, and lease extensions. At the end of 2023, Falko's portfolio totaled 270 aircraft on lease to 41 customers worldwide. Post year-end, the team announced the acquisition of a 24- aircraft portfolio from Nordic Aviation Capital using the capital in Falko's Fund II, enhancing returns for fund investors and growing Falko's assets under management. Falko also closed the sale of two Airbus A220 aircraft owned by Chorus in January 2024, generating a gain on sale and

advancing Chorus' asset light strategy. While prevailing market conditions delayed the closing of 1

Falko's Fund III, Jeremy and team continued to advance positive discussions with prospective investors. The team's strong performance as the servicer of the Regional 2021-1 Limited asset backed securitization resulted in Kroll Bond Rating Agency upgrading the rating of the Series A Loan notes from a BBB+ to A-. Finally, the Falko team refinanced Falko's Fund II in early 2023, improving returns for fund investors and freeing up the capital ultimately used for the acquisition of the 24 aircraft portfolio mentioned above.

  • The Voyageur team led by Cory Cousineau made meaningful strides with its second consecutive year of record growth with its best year yet. Voyageur was able to secure long-term contracts for defense and air ambulance services and achieved organic growth in parts sales and specialty MRO, including the defense sector. Overall, these growth initiatives resulted in strong year over year progress with a 51% growth in specialty MRO and 25% growth in parts.
  • Another important milestone in 2023 was the launch of Cygnet Aviation Academy, a first of its kind academy in Canada providing leading edge flight training with direct access to career opportunities. Under the leadership of Lynne McMullen, and in collaboration with CAE, Cygnet is delivering an all-in-one program on state-of-the-art aircraft, flight training devices, and full-flight simulators.

With a sharp focus on human capital throughout the year, we made progress in addressing skills gaps and aligning resources with areas of focus. During 2023, an in-depth succession planning exercise was completed, with a high percentage of executive positions having ready successors. The third cohort of Tailwinds - Chorus' program for emerging leaders - was launched as the company builds its pipeline of diverse talent.

Chorus' corporate leaders - and those of our subsidiaries - represent the very best talent our industry has to offer. We want to thank each one of them and their teams for their focus and contributions throughout the year.

The Road Ahead

We know that the underlying fundamentals of our businesses are strong. We are committed to putting our business on a path to value creation - through rigorous execution as well as more strategic capital allocation.

On behalf of our Board of Directors and the entire Chorus team, we thank our shareholders for your patience and continued support. We re-affirm our commitment to continue to grow and evolve this great company for you responsibly and profitably, with a focus on a sustainable balance sheet and improved shareholder returns. We look forward to speaking with you at our annual meeting.

Sincerely,

(signed) "Paul Rivett"

(signed) "Colin Copp"

Paul Rivett

Colin Copp

Chair of the Board

President and Chief Executive Officer

1 Free Cash Flow, adjusted EBITDA and Leverage Ratio are non-GAAP financial measures or ratios that are not recognized measures for financial statement presentation under GAAP. As such, they do not have standardized meanings, may not be comparable to similar measures presented by other issuers and should not be considered a substitute for or superior to GAAP results. For further information, including the composition and use of such measures and ratios, refer to Section 18 - Non-GAAP Financial Measures in Management's Discussion and Analysis of Results of Operations and Financial Condition in respect of Chorus' fourth quarter and year-end 2023, which is available on Chorus' website (www.chorusaviation.com)and under Chorus' profile on SEDAR+ at www.sedarplus.ca.

2

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

When: Wednesday, June 26, 2024 at 11:00 a.m. (Eastern time)

Where: Virtual only meeting via live audio webcast

Online:www.virtualshareholdermeeting.com/CHR2024

The meeting of the shareholders of Chorus Aviation Inc. ("Chorus") will be conducted via live audio webcast and a recording of the meeting will be made available after the meeting on our website at www.chorusaviation.com. At this website, shareholders will be able to attend the meeting live, submit questions in writing and vote their shares while the meeting is being held.

The following business will be considered at the meeting:

  1. placement before shareholders of the consolidated financial statements of Chorus for the year ended December 31, 2023, including the auditors' report thereon;
  2. election of the directors of Chorus who will serve until the end of the next annual meeting of shareholders;
  3. appointment of auditors of Chorus;
  4. approval, in an advisory, non-binding capacity, of a resolution regarding Chorus' approach to executive compensation; and
  5. consideration of such other business, if any, that may properly come before the meeting or any adjournment or postponement thereof.

The management proxy circular for the meeting provides specific details of the business to be considered at the meeting.

Your vote is important.

You are entitled to receive notice of, and vote at, our annual meeting of shareholders or any adjournment or postponement thereof if you are a shareholder on May 2, 2024. Please remember

to vote your shares. We encourage you to vote your shares prior to the meeting.

We will hold our meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to physically attend the meeting. As with prior years, shareholders can vote ahead of the meeting by proxy using various available channels (as set out within the management proxy circular and the form of proxy or voting instruction form), and we encourage you to continue to vote in this manner. You will be able to participate in the meeting regardless of where you are located.

Registered shareholders and duly appointed proxyholders will be able to attend the meeting, participate in the question and answer session, and vote, all in real time, provided they are connected to the Internet and comply with all of the instructions set out in the management proxy circular. Non-registered shareholders who have not duly appointed themselves as a proxyholder will be able to attend the meeting and participate in the question and answer session but will not be able to vote during the virtual meeting. Guests will be able to attend the meeting but will not be able to vote at the meeting or submit questions during the question and answer session.

Shareholders who wish to appoint a proxyholder other than the persons designated by Chorus on the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves as proxyholder) must carefully follow the instructions in the management proxy circular and on the form of proxy or voting instruction form.

3

Shareholders are encouraged to follow the instructions on their form of proxy or voting instruction form and vote on the matters before the meeting no later than 11:00 a.m. (Eastern time) on June 24, 2024 (the proxy deadline).

By order of the Board of Directors

(signed) "Dennis Lopes"

Dennis Lopes

Senior Vice President, Chief Legal Officer

and Corporate Secretary

May 6, 2024

4

MANAGEMENT PROXY CIRCULAR

This management proxy circular ("this circular" or "the circular") is dated May 6, 2024 and the information contained herein is provided in connection with the annual meeting of the shareholders of Chorus Aviation Inc. ("Chorus" or the "Corporation") to be held on June 26, 2024 at 11:00 a.m. (Eastern time) (such meeting, and any adjournment or postponement thereof, the "meeting"). The meeting will be held in a virtual only format and will be conducted via live audio webcast. Shareholders will not be able to physically attend the meeting. A summary of the information shareholders will need to attend the virtual meeting is set out within this circular.

As a shareholder of Chorus, you have the right to vote your shares in respect of the election of the directors, the appointment of the auditors, the non-binding advisory vote on Chorus' approach to executive compensation and on any other items that may properly come before the meeting.

To help you make an informed decision, please read this circular. This circular describes the meeting, the nominee directors, the proposed auditors, our corporate governance practices, the compensation of our directors and certain executives, the non-binding advisory resolution on Chorus' approach to executive compensation and other matters. Financial information regarding Chorus is provided in the consolidated financial statements of Chorus and management's discussion and analysis ("MD&A") for the year ended December 31, 2023, both of which are available on our website at www.chorusaviation.comand in the Corporation's public disclosure record available under its profile on SEDAR+ at www.sedarplus.ca. This circular does not incorporate information found on our website or any information not expressly stated to be incorporated, even if we occasionally refer to it; we, therefore, disclaim any such incorporation by reference. For our caution regarding forward-looking information, see above.

In this circular, "we", "us" and "our" refer to Chorus and "management" refers to Chorus' management. "You", "your" and "shareholders" refer to the shareholders of Chorus, and "shares" or "Chorus shares" refers to the Class A Variable Voting Shares and Class B Voting Shares of Chorus. All monetary amounts are stated in Canadian Dollars unless otherwise indicated, and all information in this circular is current as of May 6, 2024 unless otherwise indicated.

If you have any questions about any of the information in this circular, please call Chorus Investor Relations at (902) 873-5641 for service in English or French.

WHO IS SOLICITING YOUR PROXY

Your proxy is solicited by or on behalf of the management of Chorus for use at the meeting. We expect that the solicitation of proxies will be by mail. Proxies may also be solicited personally, by telephone, Internet or other means of communication by officers, employees or agents. The cost of any such solicitation will be borne by Chorus. Chorus has retained Shorecrest Group Ltd. ("Shorecrest") to solicit proxies from shareholders and has agreed to pay Shorecrest a $27,500 management fee plus ancillary service fees and disbursements. If you have any questions regarding the procedures for voting or completing your form of proxy or voting instruction form, please contact Shorecrest toll free in North America at 1-888-637-5789or collect call from outside North America at 1-647-931-7454,or by email atcontact@shorecrestgroup.com.

DELIVERY OF MATERIALS

The Corporation is using notice-and-access to deliver this circular to all shareholders. This means the Corporation has posted the circular online for you to access, rather than being mailed out. All registered and non-registered shareholders will still receive a form of proxy or voting instruction form enabling them to vote their shares; however, instead of a paper copy of the circular, shareholders will receive a notice with information on how to access the circular online and how to request a paper copy (the "notice"). Notice-and-access aligns with the Corporation's efforts to minimize its environmental impact through a reduction in paper use, while also reducing printing and mailing costs. To access the circular online please visit: www.chorusaviation.com,www.meetingdocuments.com/TSXT/chror Chorus' profile on SEDAR+ at www.sedarplus.ca.

The Corporation pays for the delivery of the notice to all registered and non-registered shareholders who are required to receive materials, which includes reimbursing brokers and other persons holding shares

5

in their names, or in the names of nominees, for their costs incurred in sending the notice to beneficial owners and obtaining their proxies or voting instructions.

Should you wish to receive paper copies of the circular for the meeting, or if you have any questions about notice-and-access, please contact TSX Trust Company (for service in English or French) at 1-888-433-6443 or 416-682-3801 outside of Canada or the U.S. or by e-mail at tsxt- fulfilment@tmx.com. Shareholders will not receive a paper copy of the circular unless they contact TSX Trust Company. TSX Trust Company will mail the materials within three business days of any request, provided the request is made prior to the meeting. Chorus estimates that a request will need to be received prior June 11, 2024 for you to receive your paper copies in advance of the deadline for submission of your voting instructions. If you request paper copies of the circular, please keep your form of proxy or voting instruction form - you will not be sent another copy. All shareholders may also request that paper copies of the circular be mailed to them at no cost for up to one year from the date the circular was filed on SEDAR+ at www.sedarplus.ca.

APPROVAL OF THE CIRCULAR

The board of directors of Chorus has approved the contents of the circular for the meeting and authorized that it be made available to each shareholder who is eligible to receive notice of, and vote his, her or its shares at the meeting, as well as to each director of Chorus and to the auditors of Chorus.

(signed) "Dennis Lopes"

Dennis Lopes

Senior Vice President, Chief Legal Officer

and Corporate Secretary

May 6, 2024

6

ABOUT OUR ANNUAL MEETING OF SHAREHOLDERS

WHY CHORUS IS HOLDING A VIRTUAL ONLY MEETING

Chorus will hold its meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will have equal opportunity to participate in the meeting online regardless of their geographic location.

HOW SHAREHOLDERS CAN ATTEND AND PARTICIPATE IN THE VIRTUAL MEETING

Registered shareholders and duly appointed proxyholders who participate in the meeting online will be able to listen to the meeting, ask questions and vote, all in real time, provided they are connected to the Internet and comply with all of the requirements set out below under "How to Participate in the Meeting" and "How to Vote in Advance of the Meeting".

Non-registered shareholders who have not duly appointed themselves as proxyholders may still attend the meeting and participate in the question and answer session but will not be able to vote at the meeting. Please vote in advance of the meeting using your voting instruction form. See "How to Participate in the Meeting" and "How to Vote in Advance of the Meeting" below.

You are encouraged to retain the 16-digit control number located on your form of proxy or voting instruction form until after the meeting.

Guests will be able to listen to the meeting but will not be able to vote at the meeting or submit questions during the question and answer session.

At the meeting, all shareholders and duly appointed proxyholders will have an opportunity to ask questions in writing by sending a message to the chair of the meeting online through the virtual meeting platform. It is anticipated that shareholders will have substantially the same opportunity to ask questions on matters of business before the meeting as they would have if the meeting were held in person.

Questions relating to the matters of business before the meeting will be addressed at the time such matter is being discussed. Other questions will be addressed during the question and answer period after the business of the meeting has been completed. Questions on the same topic or otherwise related will be grouped, summarized and addressed at the same time. We will post the questions and answers on our website as soon as practicable after the meeting. If you duly submit a question that is not answered during the meeting, we will communicate with you after the meeting if you have provided your contact information.

If you intend to participate in the meeting, it is important that you are always connected to the Internet

during the meeting to vote when the balloting commences. You should ensure you have a strong, preferably high speed, Internet connection throughout the meeting. The meeting will begin promptly at 11:00 a.m. (Eastern time) on June 26, 2024, unless otherwise adjourned or postponed.

HOW TO PARTICIPATE IN THE MEETING

You will be able to participate in the meeting during the live audio webcast using an Internet connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported across browsers and devices that are running the most updated version of the application software plug- ins.

The steps that you need to follow to access the meeting will depend on whether you are a registered shareholder or a non-registered shareholder. You must follow the applicable instructions below carefully.

If you encounter any difficulties accessing the virtual meeting during the check-in process or during the meeting, please call the technical support number that will be posted on the meeting login page. If you have any questions regarding this notice or the meeting, please contact Broadridge via email at proxy.request@broadridge.comor, in the case of a non-registered shareholder, your nominee (bank, securities broker, trustee, trust company or other institution).

7

How to Participate in the Meeting - Registered Shareholder

You are a registered shareholder if your name appears on your share certificate. If you are not sure whether you are a registered shareholder, please contact Broadridge Investor Communications Corporation ("Broadridge") via email at proxy.request@broadridge.com.

If you are a registered shareholder, Broadridge will send you a form of proxy containing the relevant details concerning the business of the meeting, including a 16-digit control number required to access the virtual meeting. This document will be required in order for you to complete the instructions below.

Registered shareholders can access and vote at the meeting during the live audio webcast as follows:

  1. Log in online at:www.virtualshareholdermeeting.com/CHR2024at least 15 minutes before the meeting starts. You should allow ample time to log into the meeting and to complete the related procedures.
  2. Enter your 16-digit control number into the shareholder login section (your control number is located on your form of proxy) and click on "Join Meeting".
  3. Follow the instructions to access the meeting and vote when prompted.

Even if you currently plan to participate in the virtual meeting, you should consider voting your shares by proxy in advance so that your vote will be counted if you later decide not to attend the meeting or in the event that you are unable to access the meeting for any reason. If you access and vote on any matter at the meeting during the live webcast, then you will revoke any previously submitted proxy.

Chorus is also providing a listen-onlytoll-free conference line as an alternative to the live audio webcast. To join the listen-onlytoll-free conference line, you must call 1 (800) 590-8290 (Canada) or 1 (240) 690- 8800 (International).

How to Participate in the Meeting - Non-Registered Shareholder

You are a non-registered shareholder if your bank, trust company, securities broker or other financial institution ("your nominee") holds your shares for you. If you are not sure whether you are a non- registered shareholder, please contact Broadridge via email at proxy.request@broadridge.com.

Non-registered shareholders wishing to access and vote at the meeting during the live audio webcast can do so as follows:

  1. Appoint yourself as proxyholder as described below under the heading "Completing the Form of Proxy and Voting Instruction Form" by providing an "appointee name" and designating an 8- character "appointee identification number". Please note that these steps must be completed prior to the proxy deadline of 11:00 a.m. (Eastern time) on June 24, 2024,or you will not be able to vote your shares at the meeting during the live webcast.
  2. Follow the instructions set out below under the heading "How to Participate in the Meeting - Proxyholder" to log in and vote at the meeting during the live audio webcast.

A non-registered shareholder wishing to access the meeting without voting during the meeting - for example, because you have provided voting instructions prior to the meeting or appointed another person to vote on your behalf at the meeting - can access the meeting in the same manner as registered shareholders described above using the 16-digit control number located on your voting instruction form.

In the event that the proxy deadline is waived by Chorus prior to the meeting, all non-registered shareholders will be able to access and vote at the meeting in the same manner as registered shareholders described above using the 16-digit control number located on the voting instruction form. In that case, if you have previously provided voting instructions or appointed another person to vote on your behalf and you choose to access and vote on any matter at the meeting during the live webcast, then you will revoke all prior voting instructions or appointments. If you do not wish to revoke your prior instructions or appointments, you can still access the meeting and ask questions. You should notassume that the proxy deadline will be waived in whole or in part, and you should vote prior to the meeting or

8

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Chorus Aviation Inc. published this content on 17 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 May 2024 14:23:04 UTC.