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Air Canada Notice of Annual Meeting of Shareholders June 29, 2021 — Management Proxy Circular WHAT’S INSIDE Notice of 2021 Annual Meeting of Shareholders i Management Proxy Circular 1 Voting your Shares 3 Business of the Meeting 13 The Nominated Directors 16 Statement of Governance Practices 34 Board Committees 44 Sustainability and Social Impact 51 Executive Compensation 57 Message from the Human Resources and Compensation Committee (HRCC) 58 Compensation Discussion and Analysis 67 Share Performance Graphs 96 Compensation Tables 98 Other Important Information 112 How to Request More Information 113 Schedule “A” Non-Binding Advisory Resolution on Executive Compensation A-1 Schedule “B” Charter of the Board of Directors B-1 LETTER FROM THE CHAIRMAN AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER May 6, 2021 Dear Shareholder: You are cordially invited to attend our annual meeting of shareholders of Air Canada. It will be held on Tuesday, June 29, 2021 at 10:30 a.m. (Eastern time). This year, due to the ongoing impact of COVID-19 and in consideration of the risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will once again hold our annual meeting in a virtual only format, which will be conducted via a live webcast online at https://aircanada.com/AGM. At this website, shareholders will be able to hear the meeting live, submit questions and vote their shares on all items of business while the meeting is being held. We hope that hosting a virtual meeting helps enable greater participation by our shareholders by allowing shareholders that might not otherwise be able to travel to a physical meeting to attend online while minimizing the health risk that is associated with large physical gatherings. The vast majority of our shareholders vote in advance of the meeting by proxy using the various available voting channels and these voting channels will continue to be available. We encourage shareholders to continue to vote in advance by proxy. Detailed instructions about how to participate at our virtual meeting and a description of the items of business to be considered at the meeting can be found in the notice of annual meeting of shareholders and the accompanying management proxy circular. Registered shareholders will be able to sign into the meeting using the control number provided with meeting materials. Beneficial shareholders can appoint themselves or a proxyholder to participate in the online meeting. Please carefully read the steps required to first appoint yourself or a proxyholder and then contact our transfer agent in order to receive your online meeting credentials as fully described in the circular. As a shareholder of Air Canada, you have the right to vote your shares on all items that come before the meeting. You can vote your shares either by proxy or online at the meeting. The management proxy circular will provide you with information about these items and how to exercise your right to vote. It will also tell you about the director nominees, the proposed auditors, the compensation of directors and certain executives, our corporate governance practices and our approach to executive compensation. At the meeting, we will present management’s report for 2020 and discuss our corporate priorities for 2021. This past year was an extremely turbulent one, by any measure. Despite significant financial losses caused by the COVID-19 pandemic crisis and the travel restrictions imposed, Air Canada continued to come to the forefront in terms of identifying and executing difficult decisions to preserve liquidity, leading the industry in biosafety protocols and positioning itself to remain competitive over the long term. After several years of record results behind us, we started 2020 with a strong liquidity position of close to $7.4 billion and had to quickly pivot in reaction to the severe and abrupt impact of the COVID-19 pandemic and government-imposed travel and border restrictions and quarantine requirements. We took decisive actions and had to make difficult decisions to manage expenses, reduce fixed costs, rationalize our route network and preserve liquidity. Through our company-wide fixed cost reduction, capital reduction and deferral program, we achieved savings or deferrals of $1.7 billion for 2020. We also raised an additional $6.8 billion in liquidity from our own resources to sustain us through the COVID-19 pandemic and ended 2020 with over $8 billion of unrestricted liquidity. The liquidity program completed in April 2021 with the Government of Canada provides an additional layer of insurance, if required, to rebuild our business to the benefit of all stakeholders and remain a key contributor to the Canadian economy. With this program, we will maintain our workforce, re-enter regional markets, and resolve customer refunds of non-refundable tickets. Air Canada has also revised its booking policies for all future travel to provide more certainty and flexibility, so our customers can book their future travel with greater confidence. As vaccine deployments ramp up, we continue to work with the Government of Canada on the evolution of safe and science-based test and quarantine relief measures with a view to safely restarting our sector. We know that Canadians are looking forward to re-connecting with friends and family and taking those long-awaited vacations and business trips. We will be ready for takeoff and delighted to welcome our customers as they set to explore the world again. We are very proud that Air Canada continued to focus on its key cultural and other strengths in many different ways. We led the way in science-based biosecurity measures, served our customers professionally and transported them safely. Employees looked after each other, our customers, and their communities. We operated hundreds of repatriation flights to bring Canadians home, carried essential goods and personal protective equipment, and transported vaccines to and across Canada. We continued to develop new revenue opportunities such as the expansion of our Cargo division by re-engineering its business model and network. We also successfully completed key programs that are expected to be foundational to our long-term success, including a new reservation system and the launch of the transformed Aeroplan program. These improvements, amongst others, will benefit customers, employees and other stakeholders, provide meaningful revenue generating opportunities and generate efficiencies in the post-pandemic marketplace. One could argue that the pandemic is the first global sustainability crisis the world has seen. While we know that some of the effects of COVID-19 will be transitory, we also recognize that sustainable development is the cornerstone of our future success. Building on our ongoing sustainability efforts and achievements, we have recently committed to an even more ambitious and meaningful climate plan that will support Canada’s leadership position on climate change. Our courage, resilience and tenacity have been made possible by our talented and dedicated senior management team and employees who embraced our core values and rich culture, that of a nimble, entrepreneurial, and solutions-driven company. This deeply embedded culture was enhanced under the strong and visionary leadership of Calin Rovinescu, who retired earlier this year. On behalf of the Board, the shareholders, and the entire Air Canada family, we wish to extend our sincere gratitude for his outstanding contributions during his years with us and for the incredible flight path he has set for the company’s future. We know that tomorrow is in good hands and we have full confidence in today’s strong leadership team. We look forward to your participation at our annual shareholder meeting. If you are unable to attend the meeting online, please complete and return a proxy by the date indicated on your form. Sincerely, Vagn Sørensen Michael Rousseau Chairman President and Chief Executive Officer NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS THE FOLLOWING ITEMS ARE PLANNED NOTICE OF MEETING TO BE BROUGHT BEFORE THE MEETING: WHEN For more details, please see Tuesday, June 29, 2021, 1 Placement before page 13 of the circular and 10:30 a.m. (Eastern time) shareholders of the our 2020 annual report consolidated financial WHERE statements of Air Canada for the year ended Virtual meeting via live December 31, 2020, webcast available at including the auditors’ https://aircanada.com/AGM report; 2 Election of directors who page 13, and pages 16 to 29 will serve until the end of of the circular the next annual shareholder meeting; 3 Appointment of auditors; page 14 of the circular 4 Consideration and page 15 of the circular approval, in an advisory, non-binding capacity, of a resolution, a copy of which is reproduced at Schedule “A” of the accompanying management proxy circular, in respect of Air Canada’s approach to executive compensation; and 5 Consideration of such other business, if any, that may properly come before the meeting or any adjournment thereof. You are entitled to receive notice of, and vote at, our annual shareholder meeting or any adjournment thereof if you were a shareholder on May 3, 2021. i Your vote is important. As a shareholder of Air Canada, it is very important that you read this material carefully and vote your shares, either by proxy or online at the meeting. The following pages tell you more about how to exercise your right to vote your shares and provide additional information relating to the matters to be dealt with at the meeting. Due to the ongoing impact of the COVID-19 pandemic and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, we will hold our meeting in a virtual only format, which will be conducted via live webcast. Shareholders will have an equal opportunity to participate at the meeting online regardless of their geographic location.

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