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2014 Annual Information Form March 18, 2015

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2014 Annual Information Form March 18, 2015 2014 ANNUAL INFORMATION FORM MARCH 18, 2015 WestJet 2014 Annual Information Form OUR DESTINATIONS AT MARCH 18, 2015 Page | 1 WestJet 2014 Annual Information Form TABLE OF CONTENTS CORPORATE STRUCTURE .................................................................................................................................................. 4 DEVELOPMENT OF THE BUSINESS ..................................................................................................................................... 5 DESCRIPTION OF THE BUSINESS ...................................................................................................................................... 8 INDUSTRY OVERVIEW ..................................................................................................................................................... 25 REGULATORY ENVIRONMENT ........................................................................................................................................... 26 CAPITAL STRUCTURE ....................................................................................................................................................... 29 DIVIDEND POLICY ........................................................................................................................................................... 36 MARKET FOR SECURITIES ................................................................................................................................................ 36 DIRECTORS AND EXECUTIVE OFFICERS ........................................................................................................................... 37 AUDIT COMMITTEE DISCLOSURE ..................................................................................................................................... 45 MATERIAL CONTRACTS .................................................................................................................................................... 46 LEGAL PROCEEDINGS ...................................................................................................................................................... 47 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ......................................................................... 47 INTERESTS OF EXPERTS .................................................................................................................................................. 47 RISKS AND UNCERTAINTIES ............................................................................................................................................ 47 PRIVACY ......................................................................................................................................................................... 55 TRANSFER AGENT AND REGISTRAR.................................................................................................................................. 55 ADDITIONAL INFORMATION ............................................................................................................................................ 55 DEFINITION OF KEY OPERATING INDICATORS ................................................................................................................. 56 NON-GAAP MEASURES ..................................................................................................................................................... 56 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION ..................................................................... 56 Page | 2 WestJet 2014 Annual Information Form ADVISORY The following Annual Information Form (AIF) dated March 18, 2015, should be read in conjunction with the cautionary statement regarding forward-looking information 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, 2014 and 2013. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). Additional information relating to WestJet Airlines Ltd., including periodic quarterly and annual reports and press releases, filed with Canadian securities regulatory authorities, is available on SEDAR at sedar.com and our website at westjet.com. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This AIF 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 this AIF 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 56 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 in conjunction with filing our quarterly and annual MD&A and, except as otherwise required by law, we do not undertake to update any other forward-looking information. NON-GAAP MEASURES Certain measures in this AIF do not have any standardized meaning as prescribed by generally accepted accounting principles (GAAP) and, therefore, are considered non-GAAP 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, GAAP and may not be comparable to similar measures presented by other entities. See Non-GAAP Measures on page 56 of this AIF. EXPLANATORY NOTES Consolidation - References to “WestJet”, “the Corporation”, “our Company”, “our”, “we”, and “us” refers to WestJet Airlines Ltd. and its subsidiaries, including WestJet, an Alberta partnership (the Partnership) and the accounts of six consolidated structured entities (CSE), which are utilized to facilitate the financing of aircraft, except where the context otherwise requires. We have no equity ownership in the CSEs; however, the substance of the relationship between WestJet and the CSEs indicates that we control the CSEs. 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 at December 31, 2014, unless otherwise indicated. DEFINITIONS Various terms used throughout this AIF are defined at page 56 under the heading Definition of Key Operating Indicators. Page | 3 WestJet 2014 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 and 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 2400, 525 – 8th Avenue SW, Calgary, Alberta, T2P 1G1. Our website address is westjet.com. Intercorporate Relationships WestJet has four directly wholly-owned subsidiaries: WestJet Investment Corp., WestJet Operations Corp., WestJet Vacations Inc. and WestJet Encore Ltd. (WestJet Encore), all of which were incorporated under the ABCA, as well as the Partnership, an indirect, wholly-owned Alberta partnership, established under the laws of Alberta.
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