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Wja 2011 Aif Final.03.19.2012 2011 ANNUAL INFORMATION FORM MARCH 14, 2012 WestJet 2011 Annual Information Form OUR DESTINATIONS AT MARCH 14, 2012 Page | 1 WestJet 2011 Annual Information Form TABLE OF CONTENTS CORPORATE STRUCTURE ............................................................................................................................................... 4 DESCRIPTION OF THE BUSINESS .................................................................................................................................... 5 DEVELOPMENT OF THE BUSINESS ................................................................................................................................ 20 INDUSTRY OVERVIEW.................................................................................................................................................. 22 REGULATORY ENVIRONMENT ....................................................................................................................................... 24 CAPITAL STRUCTURE ................................................................................................................................................... 27 DIVIDEND POLICY ....................................................................................................................................................... 32 MARKET FOR SECURITIES ............................................................................................................................................ 32 DIRECTORS AND EXECUTIVE OFFICERS ........................................................................................................................ 33 AUDIT COMMITTEE DISCLOSURES ................................................................................................................................ 41 MATERIAL CONTRACTS ................................................................................................................................................ 43 LEGAL PROCEEDINGS .................................................................................................................................................. 43 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ....................................................................... 43 INTERESTS OF EXPERTS .............................................................................................................................................. 43 RISKS AND UNCERTAINTIES ......................................................................................................................................... 44 PRIVACY ..................................................................................................................................................................... 49 TRANSFER AGENT AND REGISTRAR .............................................................................................................................. 50 ADDITIONAL INFORMATION ......................................................................................................................................... 50 DEFINITION OF KEY OPERATING INDICATORS .............................................................................................................. 51 NON-IFRS MEASURES .................................................................................................................................................. 51 CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION ................................................................... 51 Page | 2 WestJet 2011 Annual Information Form ADVISORY The following Annual Information Form (“AIF ”) dated March 14, 2012, should be read in conjunction with the cautionary statement regarding forward-looking information and statements below, as well as the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Results (“MD&A ”), for the years ended December 31, 2011 and 2010. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS ”). Additional information relating to WestJet, including periodic quarterly and annual reports and press releases, filed with Canadian securities regulatory authorities, are available on SEDAR at sedar.com and our website at westjet.com. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS This AIF offers our assessment of WestJet’s future plans and operations and contains “forward-looking information” as defined under applicable Canadian securities legislation. Forward-looking information may be identified by words such as “anticipate,” “believe,” “estimate,” “intend,” “expect,” “may,” “will,” “should,” “potential,” “plan” or other similar terms. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, this forward-looking information. We can give no assurance that any of the events anticipated will transpire or occur or, if any of them do, what benefits or costs we will derive from them. By its nature, forward-looking information is subject to numerous risks and uncertainties including, but not limited to, the impact of general economic conditions, changing domestic and international airline industry conditions, volatility of fuel prices, terrorism, pandemics, currency fluctuations, interest rates, competition from other airline industry participants (including new entrants, capacity fluctuations and the pricing environment), labour matters, government regulations, stock market volatility, the ability to access sufficient capital from internal and external sources, and additional risk factors discussed in other documents we file from time to time with securities regulatory authorities, which are available on SEDAR at sedar.com or, upon request, without charge from us. The forward-looking information contained in this AIF is expressly qualified by this cautionary statement. Please refer to page 51 of this AIF for further information on our forward-looking information including assumptions and estimates used in its development. Our assumptions and estimates relating to the forward-looking information referred to above are updated quarterly and, except as otherwise required by law, we do not undertake to update any such forward-looking information. NON-IFRS MEASURES In this AIF, we use various non-IFRS performance measures. These measures are provided to enhance the reader’s overall understanding of our current financial performance. They are included to provide investors and management with an alternative method for assessing our operating results in a manner that is focused on the performance of our ongoing operations and to provide a more consistent basis for comparison between periods. These measures are not in accordance with, or an alternative to, IFRS and do not have standardized meanings. Therefore, they may not be comparable to similar measures presented by other entities. See “Non-IFRS Measures” on page 51 of this AIF. EXPLANATORY NOTES Consolidation - References to “WestJet,” “our Company,” “our,” “we,” and “us” refer to WestJet Airlines Ltd. and its subsidiaries, including the WestJet Partnership (the “ Partnership ”) and the accounts of five special purpose entities, which are utilized to facilitate the financing of aircraft, as a combined entity, except where the context otherwise requires. We have no equity ownership in the special purpose entities; however, the substance of the relationship between WestJet and the special purpose entities (“ SPE ”) indicates that we control the SPEs. Accordingly, all intercompany balances and transactions have been eliminated. Currency - All currency amounts are stated in Canadian dollars, unless otherwise noted. Effective Date - All information is stated as at December 31, 2011, unless otherwise indicated. DEFINITIONS Various terms used throughout this AIF are defined at page 51 under the title “Definition of Key Operating Indicators”. Page | 3 WestJet 2011 Annual Information Form CORPORATE STRUCTURE Name, Address and Incorporation WestJet Airlines Ltd. was incorporated under the provisions of the Business Corporations Act (Alberta) (“ ABCA ”) on June 27, 1994 as 616373 Alberta Ltd. Our Company’s name was changed to "WestJet Airlines Ltd." by Articles of Amendment dated May 30, 1995. On June 21, 1995, our Articles were further amended to alter our share capital, to delete the "private company" provisions and to affect certain other amendments to facilitate our offering of common shares for sale to the public. On August 30, 2005, we further amended our Articles to alter our share capital to create Common Voting Shares to be owned or controlled by Canadians and Variable Voting Shares to be owned or controlled by non-Canadians (Common Voting Shares and Variable Voting Shares are referred to collectively as the “ Voting Shares ”). Our principal business address is 22 Aerial Place NE, Calgary, Alberta T2E 3J1 and our registered office is Suite 1400, 350 - 7 Avenue SW, Calgary, Alberta, T2P 3N9. Our website address is westjet.com. Intercorporate Relationships WestJet has three directly wholly-owned subsidiaries: WestJet Investment Corp., WestJet Operations Corp. and WestJet Vacations Inc., all of which were incorporated under the ABCA, as well as an indirect, wholly-owned Alberta partnership, established under the laws of Alberta. Our airline business is operated by the Partnership. These relationships are depicted in the chart below. WESTJET
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