Chorus Aviation : Notice of Annual Meeting of Shareholders and Management Proxy Circular

Notice of 2022 Annual Meeting of Shareholders and Management Proxy Circular

June 27, 2022

LETTER TO SHAREHOLDERS FROM THE CHAIR OF THE BOARD AND THE PRESIDENT AND
CHIEF EXECUTIVE OFFICER ...................................................................................................................	2
NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS................................................................	5
MANAGEMENT PROXY CIRCULAR.........................................................................................................	7
ABOUT OUR ANNUAL MEETING OF SHAREHOLDERS.......................................................................	9
VOTING YOUR SHARES..........................................................................................................................	12
BUSINESS OF THE MEETING.................................................................................................................	17
THE NOMINATED DIRECTORS ..............................................................................................................	21
REMUNERATION OF DIRECTORS.........................................................................................................	31
SHARE OWNERSHIP REQUIREMENT FOR DIRECTORS...................................................................	33
STATEMENT OF GOVERNANCE PRACTICES .....................................................................................	33
COMMITTEES ...........................................................................................................................................	47
EXECUTIVE COMPENSATION................................................................................................................	51
OTHER IMPORTANT INFORMATION.....................................................................................................	78
APPENDIX A - MANDATE OF THE BOARD OF DIRECTORS .............................................................	81

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

Dear Chorus Shareholder:

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 27, 2022 at 11:00 a.m. (Atlantic time). In light of the ongoing COVID-19 pandemic, we will hold our annual meeting in a virtual only format. This will be conducted via live audio webcast. Shareholders will have equal opportunity to participate at the annual meeting online regardless of their geographic location. The webcast will be available at www.virtualshareholdermeeting.com/CHR2022.

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.

2021 in review

2021 was a year of numerous accomplishments for Chorus despite the prolonged COVID-19 pandemic. Our priorities centered on the safety of our employees and customers, bolstering our balance sheet and further strengthening the fundamentals of our business to seize new opportunities to profitably grow.

We proactively managed our liquidity through successful capital raises and debt repayment which reduced our net debt by approximately $240 million and recharged our financial flexibility. We concluded 2021 with $188.5 million in liquidity and posted positive financial performance despite the significant challenges caused by the pandemic.

We began the year by revising our capacity purchase agreement with Air Canada which enhanced Jazz's position as the exclusive Air Canada Express operator of 70 to 78 seat regional capacity until the end of 2025 and added 25 Embraer 175s to the covered fleet. We are currently the sole provider of Air Canada Express services, and the relationship has never been stronger.

Voyageur had a record year in 2021 having secured new contracts that expanded cargo operations with Purolator and developed new relationships with blue chip customers like Transport Canada, the Canadian Armed Forces and General Dynamics Missions Canada.

The Chorus Aviation Capital team has done well, in a very challenging environment, to support our customers and in remarketing all 13 aircraft repossessed in 2020.

Our employees have shown tremendous resilience over the last two challenging years and have provided safe and high-quality services to our customers; we are deeply grateful for their perseverance and dedication.

2022 outlook

We are tremendously pleased with the start of 2022. Our acquisition of Falko Regional Aircraft Limited, together with its affiliates and equity interests in certain entities and aircraft managed by them ("Falko"), transforms Chorus into a premier full-service provider in regional aviation with unique capabilities to maximize value at every stage of an aircraft's lifecycle. It also establishes Chorus as the world's largest aircraft lessor focused solely on investing in the regional aircraft leasing space. The combined leasing portfolio is comprised of approximately 350 owned, managed, and/or operated aircraft, and over 30 airline customers in over 20 countries, with a total value of approximately US $4.5 billion.

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With the addition of Falko's asset management platform, we will shift to growing our leasing business through an asset light model, significantly increasing cash flow generation, improving return on invested capital, and facilitating the pursuit of larger deals. Growth through the asset management platform will meaningfully change Chorus' risk profile in terms of debt levels, residual value asset risk, and earnings stability and diversity. Furthermore, the acquisition is expected to be accretive to earnings and earnings per share in 2022.

The combined leasing platforms broaden our opportunities by covering the full age range of regional aircraft. In addition, Chorus' technical skills and capabilities, including aircraft repurposing, end of life disassembly, and parts provisioning and sales, provide multiple opportunities to maximize returns on aircraft assets. Our teams are energized and keen to capitalize on their respective strengths to take our expanding business to the next level in regional aviation worldwide. Our immediate priority is to commence the integration of operations to ensure a seamless transition, and to ensure the successful execution of the opportunities this transaction brings. We believe the timing of this endeavour is opportune as air travel continues to resume around the world and demand for regional aircraft leasing increases.

The acquisition of Falko was made possible by a significant investment in Chorus from Brookfield through its Special Investments program. In addition to enabling the acquisition, Brookfield brings their extensive experience in asset management, fundraising and capital markets to our boardroom table through the nomination of two highly qualified representatives for service as Chorus directors.

Corporate Sustainability and Environmental, Social and Governance ("ESG")

In 2020 Chorus issued its first Corporate Sustainability Report which outlined our organizational practices and commitments to a better future. We have continued to improve and build upon these commitments and our environmental, social and governance initiatives. Later this year, we will implement a comprehensive ESG strategic plan to support our sustainability journey. Our ESG strategy is reflective of our values and aligns with our stakeholders' ESG interests and may be found on the sustainability section of our website at www.chorusaviation.com. We established our ESG strategy by:

• Aligning to globally recognized frameworks such as the Global Reporting Index and United Nations Sustainable Development Goals.
• Creating a materiality assessment to identify key ESG topics that are important to our stakeholders and our business.
• Developing a purpose statement that resonates with the stakeholders in our ecosystem.
• Reconfiguring our sustainability governance structure to focus on initiative task forces, quantification, and stakeholder engagement.
• Holding ourselves accountable through ambitious, long-term goals and targets.

We look forward to the next chapter of our ESG journey and will work with all our stakeholders to build on our foundations and do the work necessary to deliver on our commitments.

Board succession

In May of this year, we were pleased to welcome Mr. David Levenson, Managing Partner and Global Head of Brookfield Special Investments, and Frank Yu, Managing Director, Brookfield Special Investments to our board of directors. Their biographies are included in the circular. Brookfield's significant resources and expertise provides Chorus with access to valuable insights and support to execute on our strategy for the benefit of all stakeholders.

Our former Chair of the Board, Mr. Richard Falconer, and director, Mr. Sydney John Isaacs, two of our longest serving directors, retired from our Board on May 3, 2022 to accommodate the appointment of Mr. Levenson and Mr. Yu on closing the private placement with Brookfield, and are therefore not standing for re-election. We are indebted for their dedication and commitment to Chorus, and sincerely thank them for their service.

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On behalf of our board of directors and the Chorus team, we thank you for your support and welcome the opportunity to speak with you at our annual meeting.

(signed) "Paul Rivett"	(signed) "Joseph D. Randell"
Paul Rivett	Joseph D. Randell
Chair of the Board	President and Chief Executive Officer

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