Helicopter Association of

24th ANNUAL GENERAL MEETING Friday, November 15, 2019 Vancouver Convention Centre-West Building Vancouver, BC

ATTENDING

Paul Carter, Maury Wood, Avialta Heli Paul Spring, Phoenix Heli Flight Brian Clegg, Skyline Helicopters Shane Cyr, Peter Greenway, Canadian Western Bank Kristin Schieiex Machier, Canadian Western Bank Matt Williamsen, Black Swan Helicopters John Buckland, Acasta/ Canadian Cameron Spring, Phoenix Heli-Flight Steve Williams, Emond Harden Lyle Watts, Heli-College Canada Jen Norie, VIH Helicopters Andrea Montgomery Spring, Phoenix Heli-Fight Brad Fandrich, Valley Helicopters Monica Ahlstrom, Ahlstrom Air Ltd. Kyle Wadden, Ahlstrom Air Ltd. Simon Barten, Wllis Towers Watson Brian Russell, Remote Helicopters Sylvain Seguin, Geoff Goodyear Todd Tkach, Synergy Aviation Ltd. Steve, Taiga Air Services Oliver Johnson, Vertical Magazine Kelsey Wheeler, Talon Helicopters Ltd. Will Fogel, Monashee Helicopters Jerrett Lunn, Talon Norbert Kilroe, Phase to Phase Dan McGregor, Wildcat Helicopters Walter Heneghan, Hydro One Networks Mitch Brown, Valard Construction Gerry Forman, Yellowhead Helicopters Brent Berwick, Iron Horse Helicopters Jacob Forman, Yellowhead Helicopters Fred Jones, HAC

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Helicopter Association of Canada

24th ANNUAL GENERAL MEETING Friday, November 15, 2019 – 1:15 pm Vancouver Convention Centre-West Building Vancouver, BC

BOARD OF DIRECTORS PRESENT:

Jacob Forman Shane Cyr Yellowhead Helicopters Universal Helicopters Newfoundland and Chair Labrador LP Vice Chair Brian Clegg Paul Carter Skyline Helicopters Ltd. Cougar Helicopters Treasurer Corp. Secretary

Sylvain Seguin Paul Spring Canadian Helicopters Limited Phoenix Heli-Flight Inc. Director Director

Steven Williams Maury Wood Edmond Harnden LLP Avialta Director Director

Fred Jones HAC President & CEO

Brendan McCormick, , Director – Not present

1. CALL TO ORDER & QUORUM, Jacob Forman, Chair –1:15 pm

a. Jacob calls upon Paul Carter to confirm that the appropriate notice of the meeting was delivered and that the 24th Annual General Meeting has quorum.

b. Paul Carter - verifies that notice of the Annual General Meeting was delivered to members electronically within the prescribed period and accompanied by all the necessary documentation and confirms there is a quorum of members present.

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INTRODUCTION - Jacob Forman, HAC Chair welcomed members, members of the Board

Jacob introduced:

Shane Cyr, CEO, Universal Helicopters Newfoundland and Labrador, representing an Operator member east of the /Ontario border and HAC Vice-Chair:

Brian Clegg, General Manager, Skyline Helicopters, representing an Operator member West of the Manitoba/Ontario border and HAC Treasurer;

Paul Carter, Chief Pilot, Cougar Helicopters, representing an Operator member west of the Manitoba/Ontario Border and HAC Corporate Secretary;

Brendan McCormick, DFO Helijet Airways, representing an Operator member west of the Manitoba/Ontario border (Not present)

Sylvain Seguin, VP & COO, Canadian Helicopters Limited representing an Operator east of the Manitoba Ontario border;

Maury Wood, Customer Support Manager, Avialta Helicopter Maintenance Ltd. representing an Associate Director

Steven Williams, Partner with the law firm of Emond Harnden LLP, representing an Associate Director;

Fred Jones, HAC’s President & CEO from the corporate office in Ottawa. Under the terms of HAC by-laws, Fred is not a Director, but he is an Officer of the Corporation;

And himself,

Jacob Forman, CEO, Yellowhead Helicopters, representing an Operator member west of the Manitoba/Ontario border. HAC Chair.

2. ADOPTION OF THE MINUTES OF THE 23rd ANNUAL GENERAL MEETING

Motion: Waive the reading of the Minutes of the 23rd Annual General Meeting held in Vancouver, BC November 2, 2018.

Motioned: Jen Norie, VIH Helicopters Second: Todd Tkach, Synergy Aviation Ltd.

CARRIED

Motion: The Minutes of our 23rd Annual General Meeting held in Vancouver, BC November 2018, will be adopted as presented.

Motioned: Brad Fandrich, Valley Helicopters Ltd. Second: Todd Tkach, Synergy Aviation Ltd.

CARRIED

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3. PRESIDENT’S REPORT

President’s Report 2019

Good Afternoon. It has been my great pleasure to serve as your President & CEO for my 11th year. It has been another challenging year for our industry in many ways.

Finances

You will hear from our Treasurer in his Report, that HAC had a tough year, but one that achieved some modest success at turning last year’s significant deficit in to a modest surplus, as we work to rebuild our financial reserves - not just to ensure the long-term viability of the Association and to ensure that we can buffer significant unforeseen circumstances - but to finance individual projects that are in the best interests of the Canadian helicopter industry. We rolled-back the significant convention delegate fee increases from 2017-2018, and lowered the 6% membership fee increase of 2017-2018 year to 2% in 2018-2019 and we plan on modest year-over-year increases going forward, that will still keep pace with HAC’s rising costs. Without stealing our Treasurer’s thunder, the result was a modest surplus in our 2018-2019 fiscal year, and we are budgeting for another modest surplus in the current fiscal year that began September 1 2019.

HAC’s Convention

This is our second consecutive Vancouver Convention. Our experience has shown that Vancouver is our most popular Convention Venue - both for operators and exhibitors. A preponderance of our operator- members are in and BC, and the Board has elected to stay in YVR for ’20 and ’21, at least. In some ways, as you will hear from our Treasurer, that our financials tell-the-story about the financial advantages of Vancouver Conventions. We have elected to remain in the West for the next few years as we rebuild our reserves - and your Board and I believe that cost-controls, non-dues sources of revenue, and Western Conventions are our best hedge against significant fees increases, going forward.

Industry Challenges Now, and Moving Forward

The Shortage of Skilled Labour

For many operators the challenges of finding experienced pilots and engineers has continued to plague us as our biggest challenge - even in the face of a slow summer operating season, for many. Your association has been active on this issue, and we have been working with Transport Canada, the Canadian Council for Aviation and Aerospace (CCAA), Employment & Social Development Canada, CIFFC, and others to find ways to mitigate the crisis through Federal Government Assistance and through programs that are entirely driven by our industry executed, at least in part with other industry segments. These include, by way of example, efforts to find financial assistance for Work Integrated Learning Programs and Upskilling; Wage subsidies for employee prospects who live and work in Northern and Remote communities. We know it is not just our problem, but a problem shared by the whole aviation community - and it extends to pilots, Engineers, and the skilled trades. In recent history, we simply haven’t been very successfully at attracting, and retaining young people in the helicopter industry, or in aviation generally. Recognizing that where government is concerned, at least the commercial and business aviation communities must speak with one voice, HAC and other associations have been working with CCAA - most recently in their Convergence Conference in Ottawa, where we came together and spoke with one voice to government - some of our messages were as follows:

 For Canadian prospects - The Holy Trinity for today’s youth is, Lifestyle, Wages, and Career Opportunities

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 Provide financial or tax incentives for upskilling workers who have already demonstrated that they are invested in our industry  Fast-track and adapt immigration for skilled aerospace workers - including liberalizing pathways for skilled Temporary Foreign Workers - That is, even if you can’t help provide incentives for upskilling, at least “get out of the way” by removing the barriers that currently prevent foreign workers from providing temporary help during periods of peak demand while we work together to find longer-term solutions;  Provide incentives for experienced workers to stay on the job  Create a national system to coordinate co-op placement and promote the industry to students as a place for growth and opportunity  Mentoring programs for new pilots to ensure the fastest possible transition to independent operations in a single-pilot environment  In short - we don’t expect the Federal Government to do it all - but we need their help

Other Regulatory Challenges in the Last Year

Flight & Duty Time

Your Board and I continue to devote a significant amount of time and energy to the Flight & Duty Time issue, notwithstanding that they are scheduled to come in to force in three years. It’s never “over-til-its- over” as they say, and we continue to believe that there may still be opportunities to convince the new government that the science which was relied upon in support of these oppressive new regulations is flawed or non-existent - but in the meantime HAC and a small group of our members continue to work with Transport Canada in the FRMS Pilot programs to try and ensure that FRMS can provide us with some segment-specific relief from the most oppressive elements of the new rules.

Passenger Bill of Rights

HAC’s written and oral submissions were instrumental in establishing the floor for applicability of this costly new regulatory regime, that is ill-suited for application to our industry’s charter and scheduled operations.

Labour Code Changes

The new changes to the Canada Labour Code will increase labour costs to operators - but at the same time it was necessary for us to ensure that the new amendments were not inconsistent with the changes to the flight and duty time regulations. Labour Canada and Transport Canada ultimately patched up the Labour Code amendments with a series of exemptions to reconcile the inconsistencies - but without written and oral submissions from HAC and others, industry would have been placed in an impossible position.

Foreign Operators in Canada under the SAS Provisions of NAFTA

Earlier this year there were a number of US aircraft that were being operated in Canada under the SAS provisions of NAFTA that were not Certified - but ex-military aircraft. On the basis of an assertion by the FAA that they were certified - Transport Canada approved their authority to operate. HAC funded the involvement of a consultant on this subject that helped us outline the history of US SAS operations in Canada and the basis for certification for the aircraft involved. With the involvement of other Canadian manufacturers, and written submissions that were choreographed by HAC - Transport Canada and the FAA acknowledged that these aircraft had no authority to operate here, and they were withdrawn from service in Canada.

Carbon Tax

A new Carbon Tax regime, was brought in to force over the objections of HAC and many other segments of the Commercial aviation community - even though our services are absolutely essential in many of the

5 communities we serve. Northern communities and services delivered to customers in remote areas will be hardest hit by the additional costs that will be imposed for essential services.

UAVs

The Beyond-Line-of-Sight operation of UAVs or Remotely Piloted Aircraft Systems (RPAS) continues to move forward, it will present challenges and opportunities for helicopter operators moving forward. The movement forward recently has been slowed by the absence of the necessary bandwidth using Space- Based ADS-B, but it will only be a matter of time before the march of the drones continues to advance.

The Use of Cannabis

The regulator and operators continue to adapt to the arrival of legal marijuana in Canada - most recently with the prefight prohibition of it’s use by the Minister. There is still much work to be done however, most notably in the area of random testing by employers driven by some customers, developing company policy on the use of cannabis, and recognizing the safety hazards that its use presents to commercial operations.

New Dangerous Good Standards Being Consulted by CGSB

New TDG Standards under development by CGSB have the potential to change the circumstances of transport and training with respect to TDG. HAC, and the TDG Committee have already made some preliminary written submissions on this subject, that will help inform the development of the standards, and minimize any negative operational impact on helicopter operations.

TSB Study of Air Taxi Accidents

At this year’s convention, you will hear about the recently-released study of Air Taxi Accidents carried out by the TSB. HAC made written submissions on the DRAFT Report as an Interested Party, and the report’s recommendations will no doubt have a significant effect on our regulatory environment and on our safety practices.

CRM Training

I continue to receive complaints from operator-members on the requirements of AC 042 on CRM training, and the problems that it is generating in our industry however, Transport Canada has refused to amend the Circular to clarify its terms - which will have the effect of forcing operators and inspectors to torture the words of the circular to implement the CRM training - and in in a way that will be inconsistent across the country, that will make the training inefficient, more costly, and less of an enhancement to safety.

Other Items of Interest

I continue to sit as Vice Chair on the newly incorporated International Helicopter Safety Foundation’s (IHSF), Board of Directors (formerly the International Helicopter Safety Team – IHST), and on the Board for the Canadian Council for Aviation & Aerospace (CCAA) and on the NAV CANADA Advisory Committee that provides advice to the NAV CANADA Board of Directors on issues affecting the interests of the industry and the corporation. Ultimately, the time that I spend on these Boards is evaluated by the value that they return to our Canadian industry.

I wanted to take a moment to recognize and thank Barb, Darlene, Katherine and our volunteer students from Heli-College Canada and Chinook Helicopters for their hard work in preparing and executing this year’s convention. I know they work tirelessly for you.

I know that Brian Clegg, our Treasurer will make reference to them individually, in his Treasurer’s Report, but I also wanted to say a personal thank-you to our Corporate Sponsors and our Convention 6

Sponsors - and to all of our Member-Operators, Associates, and Individuals for their on-going support for HAC. We couldn’t do it without you.

Finally, if you have any thoughts or ideas for change, please approach me or one of your Board Members. Only with your input can we continue to evolve to serve you, better. Thank-you.

4. TREASURER’S REPORT – 2018/19

Jacob called upon Brian Clegg to deliver the Treasurer’s report. I am pleased to report that our Auditor, Hendry Warren LLP, has provided us with a clean audit opinion on our 2018-2019 Financial Statements. HAC ended the year with a surplus of $34K. I will not go into detail regarding each line item on the Financial Statements, as the Members have each received a copy. There are however a few items of note:

 Revenues were up $230K (+29%) compared to the previous year. This was primarily due to a more successful and profitable Vancouver convention when compared to the previous year’s Ottawa event. Vancouver convention revenues were $190K (+45%) more than Ottawa convention revenues the previous year. Membership revenue increase by $34K (+12%) compared to the previous year.  Expenses were up 9% compared to the previous year, and $63K under budget. $12.5K was unbudgeted spending approved by the board for the Fatigue Management Advocacy project.  The financial performance of the Fall 2018 Vancouver convention met expectations. It generated a net income contribution of $312K to HAC, which was $166K better than the fall 2017 Ottawa convention.  HAC swung from a $116K deficit in 2017-2018, when we held an Ottawa Convention, to a $34k surplus the following year when we held a Vancouver Convention - validating the move to holding successive YVR Conventions. We are planning for another positive net income in the current fiscal year, primarily driven by our expectation that this year’s Vancouver convention will deliver a similar positive contribution to our bottom line as it did last year.

Internally Restricted Funds HAC maintains three internally restricted Funds. As of August 31 2019, a description of each of these funds follows:

 Contingency Fund - $140,937 (down from $196,127 in the previous fiscal year). HAC’s goal is to have enough reserves in the Contingency Fund to fund a full year of expenditures to provide for unforeseen eventualities and for extraordinary expenses. $55,190 was transferred from the Contingency Fund to Unrestricted Net Assets.  Legal Defense Fund - $95,000 (unchanged from the previous fiscal year). This Fund was established to fund or share the cost of legal action where the outcome of the action may affect the interests of the Canadian helicopter community.  Special Projects Fund - $2,500 (down from $15,000 in the previous fiscal year). This Fund was established in 2008 to be used for special projects and initiatives. $12,500 was transferred from the Special Projects Fund to Unrestricted Net Assets for

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the WSU Fatigue Management project.

HAC’s accomplishments and stability are due to the tremendous support of our Members and Associates, Corporate Sponsors, Exhibitors, and Convention Sponsors. I wanted to thank all of you for your support, but I would like to pay special tribute to each and every one of our 12 Corporate Sponsors and 13 Convention Sponsors by name.

Corporate Sponsors:

 Airbus Helicopters Canada  Airwork  Bell Textron Canada Ltd.  BMG Insurance Brokers  Essential Turbines Inc.  Gallagher  JLT Canada  Leonardo Helicopters  NAV CANADA  Safran Helicopter Engines Canada  StandardAero  Willis Towers Watson

Fall 2019 Convention Sponsors:

I would also like to extend a special thank-you to our 2019 Convention Sponsors. Please take note that some of our Corporate Sponsors who are also Convention Sponsors:

 AIRBUS Helicopters Canada  HELICOPTERS Magazine  AOG HeliServices Inc.  Helijet International  Bell Textron Canada Ltd.  Kadex  Casanna MultiMedia  Pratt & Whitney  Donaldson  Rotorlink Technical Services Inc.  Emond Harnden  Vertical  Freedom Aero Service Inc.

Please join me in thanking them all for their outstanding contributions and financial support for HAC. Thank you, and we look forward to your continued support.

5. ADOPTION OF THE FINANCIAL STATEMENTS AND THE DRAFT AUDITORS REPORT FOR THE 2018-2019 FISCAL YEAR Jacob Forman requested questions or comments from members present about the Treasurer’s Report or the Draft audited Financial Statement for the 2018-2019 Fiscal Year?

Questions: No questions from the floor.

Motion: The 2018-2019 Audited Financial Statements be adopted, as presented.

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Motioned: Walter Heneghan, Hydro One Networks Second: Todd Tkach, Synergy Aviation Ltd.

CARRIED

6. APPOINTMENT OF THE AUDITORS FOR THE 2019-2020 FISCAL YEAR – Hendry Warren LLP The Board believes that HAC received good value from the Frouin Group, but it has been seven years that we have been using them. Board recommends to the membership that we should use Hendry Warren LLP as our Auditors and to authorize the Board to set their remuneration.

Motion: That HAC engage Accounting firm of Hendry Warren LLP as the Association’s auditors for the 2019-2020 Fiscal Year and authorize the Board to set their remuneration.

Motioned: Jen Norie, VIH Helicopters Second: Walter Heneghan, Hydro One Networks

CARRIED

7. RECOGNITION OF PAST DIRECTORS

Only one departing Board member was recognized for their Board service at this AGM:

Steven Williams of Emond Harnden served out his Term Limit of six years as an Associate Director. We’d like to thank Steve for his dedication and service.

Steve received his Board Service plaque.

8. ELECTION OF DIRECTORS

Fred Jones commented HAC’s By-laws are structured so that notionally, half of the Directors serve staggered two-year terms to ensure that there is some Director continuity following on each election. Sometimes that balance is upset by early resignations, for example. This year, six of our nine elected Directors positions are up for election – there are four Operator-positions and two Associate positions. This year we will need to elect at least one Operator-Director with offices east of the Manitoba-Ontario Border and the remaining three Operator-Directors can have offices east or west of the Manitoba-Ontario Border. The two Associates Directors can be from anywhere in Canada.

Nominations closed at 10am this morning.

Under the terms of HAC’s current by-laws, all Board members serve for two-year terms, but they can be re-nominated and re-elected, subject to term limits.

Because Associates cannot vote at the AGM, but so that Associates can exert some influence over the selection of their Associate Directors, a few years ago your Board authorized a process where Associate Directors are nominated by Associates in advance of the AGM, and then Associates select their two preferred candidates for election, using an electronic balloting system. This year, there were 3 candidates nominated and the 9

following two candidates were selected by Associates to stand for election to the HAC Board. We are inviting HAC Operator-members to respect the wishes of our Associates and to cast two votes for the identified two individuals.

Associate-Director Candidates

Operator-members were asked to cast two votes, for:

1. Peter Greenway, Canadian Western Bank 2. Maury Wood, Avialta Helicopters

Our slate of Operator-Director Nominees for election is as follows:

Operator-Director Candidates

Operator-members were asked to cast votes for four of the following five candidates:

1. Brian Clegg, Skyline Helicopters (West) 2. Paul Carter, Cougar Helicopters (East) 3. Shane Cyr, Universal Helicopters (East) 4. Brendan McCormick, HeliJet (West) 5. Jen Norie, VIH Helicopters (West)

This year voting will take place from 1430-1700 today and 0930-1130 tomorrow. If you are voting personally, only the Designated Operator-Representative may vote – if you are not that person – that is, you do not have a Voting Card that was issued to you with your registration package, you may still vote using a completed Proxy if you have one or you are able to obtain a completed one from an Operator-Representative before voting closes tomorrow at 1130. The form is available at the Registration desk. Please exchange your voting card or your proxy for a ballot.

For nominees in attendance (both Associate and Operator-nominees), were given the opportunity to introduce themselves to the membership, and say a few words.

The following nominees spoke:

Paul Carter, Cougar Helicopters Brian Clegg, Skyline Helicopters Shane Cyr, Universal Helicopters Jen Norie, VIH Helicopters

Your new Board of Directors will be announced when the AGM re-convenes on the Trade Show Floor on Saturday for dessert following the Awards Luncheon.

9. DIRECTORS FORUM – Jacob Forman, HAC Chair

This is the point in our Agenda where we would like to pause and field any questions from the floor for the Board of Directors. The floor is yours….

There were no questions from the floor

10. NEW BUSINESS – There was no New Business from the floor

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11. ADJOURNMENT OF THE 24th AGM

Jacob Forman (Chair)

Since, there was no further business before this assembly; a motion to adjourn until tomorrow on the Trade Show Floor at 1415, would now be in order. Jacob asked for a Motion to Adjourn:

Motion: Todd Tkach, Synergy Aviation Ltd. Seconded: Jen Norie, VIH Helicopters

CARRIED

Meeting adjourned to Trade Show floor after the Keynote luncheon 2:00pm.

Meeting Reconvenes on the Trade Show floor

The newly elected/re-elected Directors were announced:

Newly Elected Board of Directors

Shane Cyr – Universal Helicopters (Operator East) Brian Clegg – Skyline Helicopters Ltd. (Operator West) Paul Carter – Cougar Helicopters (Operator East) Jen Norie - VIH Helicopters (Operator West) Maury Wood – Avialta Helicopter Maintenance (Associate) Paul Greenway - Canadian Western Bank

There was then a motion to terminate the AGM at 2:15pm.

Motion: Jacob Forman, Yellowhead Helicopters Seconded: Jen Norie, VIH Helicopters

______Paul Carter, Corporate Secretary Date

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