Cargojet : 2024 Circular (AGM)

NOTICE OF ANNUAL MEETING OF

SHAREHOLDERS TO BE HELD ON APRIL 11, 2024

AND MANAGEMENT INFORMATION CIRCULAR

Our annual meeting of shareholders will be held at 11:30am (Toronto time) on Thursday, April 11, 2024, at the Cargojet Offices, 2281 North Sheridan Way, Mississauga Ontario

As a holder of voting shares of Cargojet Inc., you have the right to vote your shares, either by proxy or in person, at the meeting

March 1, 2024

Letter to our Shareholders from the Board of Directors

Dear Shareholders,

We are glad to invite you to join us at our 2024 Annual Meeting of Shareholders on April 11, 2024 at 11:30 a.m. (Toronto time) (the "Meeting"). In the attached Circular, you will be provided with instructions for attending our AGM in person at our offices, 2281 North Sheridan Way, Mississauga, Ontario or for delegating a proxy to act on your behalf.

We hope that you find the following information to be of value and that it provides you with a good understanding of Cargojet's short and long term strategies, the significant achievements made in 2023 and an understanding of how the Company is looking to continue its growth and success in the new year and beyond.

About Us

Cargojet is Canada's leading provider of time-sensitive premium overnight air cargo services to all major cities across North America, providing Dedicated, ACMI and International Charter services and carries over 25,000,000 pounds of cargo weekly.

Cargojet's business is comprised of the following:

• Operating a domestic air cargo network between sixteen major Canadian cities each business day;
• Providing dedicated aircraft to customers on an Aircraft, Crew, Maintenance and Insurance ("ACMI") basis, operating between points in Canada, North America and South America;
• Operating scheduled international routes for multiple cargo customers between the United States and Bermuda, and between Canada, the United Kingdom and Germany; and
• Providing dedicated aircraft to customers on an ad hoc charter basis operating between points in Canada, the United States and other select international destinations.

Cargojet owns/operates a fleet of 41 aircraft. Cargojet's domestic air cargo network consolidates cargo received from numerous customers and transports such cargo to the appropriate destination in a timely and safe manner. Cargojet continually monitors key performance indicators and uses this information to reduce costs and improve the efficiency of its services.

Cargojet's strategy is to create sustained value and profitability and is based on the following priorities:

• Business development in local and international markets;
• Growth in the revenue streams by increasing customer base;
• Revenue improvement and cost reductions;
• Excellence in corporate culture to achieve industry leading on-time performance; and
• Strengthening management by hiring and training to enhance and improve company culture. New management personnel are provided with a comprehensive orientation and education program aimed at familiarizing themselves with the Company's industry, strategic plans, significant risk management issues and financial standing, and the nature and operation of the Company's business.

Certain Financial Highlights

For us at Cargojet, like our customers and Shareholders, 2023 presented both challenges and opportunities. Cargojet and its employees, through their hard work and commitment, made sure that the supply chains, which are so critical for Canada and for the success of Canadians, continued to operate effectively and efficiently. The following are just some of the highlights from 2023:

• The focus for 2023 was managing costs to take into account reduced revenue volumes. Macro- economic conditions caused a reduction in consumer spending which led to a decrease in freight shipments. Cargojet managed both operating expenses and capital expenditures to the reduced revenue volumes. The reduction in operating expenses held Adjusted EBITDA Margins(1) to historical levels. The reduction in capital expenditures resulted in cashflow that could be directed to support future dividend growth, a share repurchase program, and to reduce debt longer-term.
• On November 9, 2023, Cargojet commenced a normal course issuer bid ("NCIB") and automatic share repurchase plan. The NCIB allows the Company to repurchase, at its discretion, up to 1,500,000 common voting shares and variable voting shares together, the "Voting Shares") in the open market, subject to the standard terms and limitations. The program will terminate on November 8, 2024. Under the NCIB, other than purchases made under block purchase exemptions, Cargojet may purchase up to the daily limit, as approved by Toronto Stock Exchange ("TSX"), on the TSX during any trading day, which represents approximately 25% of the average daily trading volume, as calculated in accordance with TSX rules. During fiscal 2023, Cargojet repurchased 342,256 Voting Shares for cancellation under the NCIB; and
• On November 14, 2023, the Company issued a redemption notice to redeem in full on December 29, 2023 (the "Redemption Date") all of its outstanding 5.75% senior unsecured hybrid debentures due April 30, 2024 (the "5.75% 2024 Debentures") in accordance with the provisions of the indenture dated November 6, 2018. The redemption price for the 5.75% 2024 Debentures was 100% of the aggregate outstanding principal amount, together with accrued and unpaid interest up to, but excluding, the Redemption Date. The Company paid the redemption price in cash using its delayed- draw term loan facility.

Notes:

1. See "Non-GAAP Financial Measures" in the Company's most recent MD&A available on SEDAR+ at www.sedarplus.cafor a discussion of the composition of non-GAAP financial measures, use and purpose and a quantitative reconciliation to the most directly comparable financial measure presented in the Company's primary financial statements.

Fleet

Cargojet exercised caution in deploying growth capital given softer economic conditions. Forecasts continue to indicate that the international air cargo market will remain soft in the short to medium term and deploying B777 aircraft into the market would not be strategically prudent. Cargojet has decided to exit its commitments for four remaining B777 aircraft and expects to complete the sale of the B777 aircraft in the first quarter of 2024. The fleet has now been optimized with the ability to flex the B767 fleet for future growth. Cargojet has substantially completed the operational groundwork to be able to enter the B777 market should economic conditions change. Cargojet has also retained the rights to provide the optionality for future conversion slots. Cargojet currently owns the feedstock for two B767s with plans to covert these as demand begins to recover over the next couple of years. Cargojet has two surplus B757 freighters and is exploring options such as the dry lease or ultimate sale of these aircraft.

ESG Objectives

Cargojet released its Environmental, Social and Governance ("ESG") reports in 2022 and 2023 (the "ESG Reports"). The ESG Reports were filed with the Canadian securities regulatory authorities under the Company's profile on SEDAR+ at www.sedarplus.ca. The ESG Reports are important in documenting what we have been doing since the inception of Cargojet. We are focused on meeting the needs of our customers, employees, the communities in which we operate and the world within which we live generally.

Industry Recognition

In 2023, Cargojet was again, for the 21st year, awarded the Shipper's Carrier of Choice Award by the Canadian Shipper magazine. Cargojet continues to surpass shipper expectations as well as the industry benchmark in the total Industry Sector Average and particularly in the key areas of On-time Performance, Customer Service, Quality of Equipment & Operations, Competitive Pricing, and Sustainable Transportation Practices. Cargojet is the only Canadian Air Cargo carrier to receive this honour for the 21st year.

Connect with Us

We believe that engaging and communicating directly with shareholders and other stakeholders is important for providing timely and meaningful feedback. The Board encourages shareholder attendance and participation at the Company's annual shareholder meetings as it provides a valuable opportunity to discuss the Company, its corporate governance and other important matters. Outside of the Company's annual meeting, shareholders may contact the Board through Martin Herman, the Company's General Counsel and Corporate Secretary, at the following email address: [e-mail]. Mr. Herman has been designated by the Board as its agent to receive and review communications and meeting requests addressed to the Board. Directors make themselves available regularly throughout the year and at every annual meeting to engage and respond to questions from shareholders. Cargojet's Investor Relations group can also be contacted via mail at the address of 2281 North Sheridan Way, Mississauga, Ontario, L5K 2S3, to the attention of the Investor Relations Group or by email at: [e-mail]. Engaging with shareholders is very important for Cargojet. During 2023, Cargojet executives met with over 96% of all institutional investors, many on several occasions throughout the year to provide updates, answer any questions and receive feedback.

We thank you for joining us and for taking the time to read more about Cargojet. We look forward to another year of growth and to providing our customers the level of services they expect from us. As an essential player in the Canadian supply chain, we will continue to work hard to continue meeting the needs of our shareholders, customers, employees and broader stakeholders.

Thank you,

Board of Directors

TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	1
MANAGEMENT INFORMATION CIRCULAR	1
Approval by Directors	1
GENERAL PROXY MATTERS	2
Date, Time and Place of Meeting	2
Record Date	2
Quorum	2
Voting Requirements	2
Solicitation of Proxies	2
Shareholder Voting Procedures	3
Exercise of Discretion of Proxyholders	6
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON	6
VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES	7
Voting Shares	7
Principal Holders of Voting Shares	7
Restrictions on Voting Shares	7
BUSINESS OF THE MEETING	11
1.	Financial Statements	11
2.	Election of Directors	11
3.	Appointment of Auditors	13
DIRECTOR NOMINEES	14
Remuneration of Directors	17
Certain Proceedings	19
CORPORATE GOVERNANCE PRACTICES	19
General	19
Board of Directors	20
Position Descriptions	23
Executive Succession Planning	25
Orientation and Continuing Education	25
Assessment of the Board	26
Code of Ethics	26
Conflicts of Interest and Related Party Transactions	26
Board and Executive Officer Diversity Policy	27
Environmental, Social and Governance Matters	27
CORPORATE PERFORMANCE AND COMPENSATION LINKAGES	29
2023 Key Accomplishments	29
Performance Graph - Total Shareholder Return and NEO Direct Compensation	29
CEO Compensation Lookback - Dr. Ajay Virmani (2019 - 2023)	30
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS	31
Compensation and Nominating Committee Letter to Shareholders	31
Introduction	33
Executive Compensation Philosophy	33
Compensation and Nominating Committee's Mandate	34
Composition of the Compensation and Nominating Committee	34
Risk Oversight	34
Role of Management in Compensation Decisions	35
Role of Independent Advisors in Compensation Decisions	35
Liability Insurance	35
Named Executive Officers' Compensation	36

OTHER IMPORTANT INFORMATION	51
Indebtedness of Directors, Executive Officers and Employees	51
Interests of Informed Persons in Material Transactions	51
Shareholder Engagement	51
Requesting Documents	51

CARGOJET INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of holders (the "Shareholders") of common voting shares and variable voting shares (together, the "Voting Shares") of Cargojet Inc. ("Cargojet" or the "Company") will be held at 11:30 a.m. (Toronto time) on Thursday, April 11, 2024 in person at our offices, 2281 North Sheridan Way, Mississauga, Ontario. The Meeting is being called for the following purposes, each as more particularly described in the accompanying management information circular of the Company (the "Circular"):

1. to receive and consider the audited consolidated financial statements of the Company for the fiscal period ended December 31, 2023 and the report of the auditors thereon;
2. to elect the directors of the Company who will serve until the end of the next annual meeting of Shareholders or until their successors are elected or appointed;
3. to appoint the auditors of the Company and to authorize the directors of the Company to fix their remuneration; and
4. to transact such other business as may properly come before the Meeting or any adjournments thereof.

The Company's board of directors has fixed the close of business on February 16, 2024 as the record date for determining Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof. Only Shareholders of record at that time will be entitled to vote at the Meeting, or any adjournment or postponement thereof.

Registered Shareholders are requested to complete, date, sign and return the form of proxy in the return envelope provided for that purpose with the Notice-and-Access Package (as defined below). You may also vote your Voting Shares by proxy by appointing another person to attend the Meeting and vote your Voting Shares for you. To be valid, the form of proxy enclosed with the Notice-and-Access Package must be signed and received by the proxy department of the Company's transfer agent, Odyssey Trust Company ("Odyssey"), by mail, or by facsimile no later than 11:30 a.m. (Toronto time) on April 9, 2024 or, if the Meeting is adjourned or postponed, prior to 11:30 a.m. (Toronto time) on the second business day preceding the date of the Meeting (excluding Saturdays, Sundays and holidays). Failure to properly complete or deposit a proxy may result in its invalidation. Failure to properly complete or deposit a proxy may result in its invalidation.

Shareholders who have voted by proxy may still attend the Meeting. Please read the instructions regarding how to vote at, or attend, the Meeting under "General Proxy Matters - Registered Shareholders" in the Circular.

Most Shareholders do not hold their Voting Shares in their own names. Such Voting Shares may be beneficially owned by you but registered either: (a) in the name of an intermediary such as a bank, trust company, securities dealer or broker, or the trustee or administrator of a self-administered RRSP, RRIF, RESP, TFSA or similar plan, or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) or its nominee, of which the intermediary is a participant. If your Voting Shares are shown in an account statement provided to you by your intermediary, in almost all cases, your Voting Shares will not be registered in your name in the records of the Company. Only proxies deposited by registered Shareholders can be recognized and acted upon at the Meeting. As a result, if you hold your Voting Shares

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through a broker or other intermediary, we urge you to complete only the voting instruction form provided by your broker or other intermediary or provide your voting instructions to your broker or other intermediary by other acceptable methods. Please read the instructions regarding how to vote at, or attend, the Meeting under "General Proxy Matters - Shareholder Voting Procedures" in the Circular.

This year, as permitted by Canadian securities regulators, we are using "notice-and-access" to deliver our Meeting materials. Accordingly, this Notice of Meeting and the accompanying Management Information Circular, and Cargojet's audited annual financial statements for the financial year ended December 31, 2023, along with the related management discussion and analysis, have been posted on our website at https://cargojet.com/financials-page/and under Cargojet's profile on SEDAR+ at www.sedarplus.ca.

As a Shareholder of the Company, it is very important that you read the accompanying Meeting materials carefully and then vote your Voting Shares, either by proxy or in person, at the Meeting.

Shareholders can contact our transfer agent, Odyssey Trust Company, toll free at 1-888-290-1175 or by online at https://odysseytrust.com/ca-en/help/, for more information regarding notice-and-access or with questions regarding how to vote their shares.

Mississauga, Ontario	BY ORDER OF THE BOARD OF DIRECTORS
1st day of March 2024
	"Jamie Porteous"
	Jamie Porteous
	Co-Chief Executive Officer
	"Pauline Dhillon"
	Pauline Dhillon
	Co-Chief Executive Officer

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CARGOJET INC.

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the "Circular") is furnished by management of Cargojet Inc. (the "Company") in connection with the solicitation of proxies for use at the annual meeting (the "Meeting") of holders (the "Shareholders") of common voting shares (the "Common Voting Shares") and variable voting shares (the "Variable Voting Shares" and, together with the Common Voting Shares, the "Voting Shares") of the Company, to be held at 11:30 a.m. (Toronto time) on Thursday, April 11, 2024 at our offices, 2281 North Sheridan Way, Mississauga, Ontario or any adjournment or postponement therefor, for the purposes set forth in the accompanying notice of meeting (the "Notice of Meeting").

In this Circular, "you" and "your" refer to the Shareholders. "We", "us", "our", the "Company" and "Cargojet" refer to Cargojet Inc.

The information in this Circular is presented as at March 1, 2024, unless indicated otherwise.

The Company presents its consolidated financial statements in Canadian dollars. In this Circular, references to "$", "C$", "dollars" or "Canadian dollars" are to Canadian dollars. Amounts are stated in Canadian dollars unless otherwise indicated.

No person has been authorized to give any information or to make any representation in connection with any other matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

Approval by Directors

The content and the sending to the Shareholders of this Circular have been approved by the Board of Directors of the Company (the "Board" or "Board of Directors"). A copy of this Circular has been made available to Shareholders using the notice-and-access procedures described in the Circular as well as to each director and to the auditors.

Mississauga, Ontario

1st day of March, 2024

BY ORDER OF THE BOARD OF DIRECTORS

"Jamie Porteous"

Jamie Porteous

Co-Chief Executive Officer

"Pauline Dhillon"

Pauline Dhillon

Co-Chief Executive Officer

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GENERAL PROXY MATTERS

As a Shareholder, it is very important that you read the information contained herein carefully and then vote your Voting Shares, either by proxy or voting instruction form or by attending the Meeting in person. Voting by proxy means that you are giving the person or people named on your proxy form (each a "Proxyholder") the authority to vote your Voting Shares for you at the Meeting or any adjournment or postponement thereof.

Date, Time and Place of Meeting

The Meeting is scheduled to be held at 11:30 a.m. (Toronto time) on Thursday, April 11, 2024 at our offices, 2281 North Sheridan Way, Mississauga, Ontario. The Company reserves the right to adjourn or postpone the Meeting if considered appropriate by the Board.

Record Date

The Board has fixed the close of business on February 16, 2024 as the record date (the "Record Date") for determining Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof. Only Shareholders of record as of the close of business on the Record Date will be entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. No Shareholder who becomes a Shareholder of record after the Record Date will be entitled to vote at the Meeting, or any adjournment or postponement thereof.

Quorum

A quorum of Shareholders is present at the Meeting if the holders of not less than 25% of the Voting Shares entitled to vote at the Meeting are present in person or represented by proxy, irrespective of the number of persons actually at the Meeting.

Voting Requirements

Each of the items to be voted upon at the Meeting, as set forth in the Notice of Meeting, will be determined by a majority of votes cast at the Meeting by proxy or in person. For details concerning the Company's majority voting policy, with respect to the election of directors, please refer to the information under "Election of Directors - Majority Voting". Our Common Voting Shares and Variable Voting Shares vote together as a single class. See "Voting Shares and Principal Holders of Voting Shares - Restrictions on Voting Shares".

Solicitation of Proxies

The information contained in this Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the Company to be used at the Meeting and for the purposes set forth in the Notice of Meeting. It is expected that the solicitation of proxies will be primarily by mail but proxies may also be solicited personally by telephone or other electronic means by management of the Company, including its directors and officers, without special compensation. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

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