Helicopter Association of

22th ANNUAL GENERAL MEETING Saturday, November 11, 2017 The Westin Ottawa, Ottawa, Ontario

ATTENDING

Steve Hicks, JLT Canada Willis Jacobs, Cougar Helicopters Paul Carter, Cougar Helicopters Rob Gallagher, Coldstream Helicopters Jen Van Patten, Delta Helicopters Sonya Tietjen, International Sean Rickards, Yellowhead Helicopters Geoff Goodyear, HLM Shawn Lagasse, Alberta Government George Zilahi, Emergco Aerospace Kathy Stubbs, Delta Helicopters Dave Herbec, Wildcat Helicopters Clive Johnson, MHM Publishing Duke Puharich, Siller Helicopter Pat Belle Rose, Panorma Helicopters Viv Jackson, Q1 Aviation Kyle Wadden, Ahlstrom Air Patrick Renaud, Wildcat Helicopters Scott Hayward, Wildcat Helicopters Norbert Kilroe, Phase to Phase Powerline Simon Barten, Willis Towers Watson Jen Norie, VIH Matt Nicholls, HELICOPTERS Magazine Matthew McWilliam, Rotor Maxx Support Marc Schoenrank, Great Slave Helicopters Brian Clegg, Skyline Helicopters M. Michaud, Wildcat Helicopters Teri Northcott, Skyline Helicopters Maury Wood, Avialta (Following Scott Hunter, JLT Canada Adjournment) Terry Eissfeldt, West Coast Helicopters Matt Willemsen, Black Swan Helicopters Paul Spring, Phoenix Heliflight Frank Ceiv, Skymaster Avionics Lyle Watts, Heli-College Canada Mark McGreer, Skyline Helicopters Charlie Mooney, Yellowhead Helicopters Brad Fandrich, Valley Helicopters Sylvain Seguin, Shane Cyr, Al Singa, Campbell Helicopters Jacob Forman, Yellowhead Helicopters Ian Wilson, Wildcat Helicopters

1

Helicopter Association of Canada

22th ANNUAL GENERAL MEETING Saturday, November 11, 2017 The Westin Ottawa, Ottawa, Ontario

BOARD OF DIRECTORS PRESENT:

Jen Norie Jacob Forman VIH Helicopters Ltd. Yellowhead Helicopters Chair Vice Chair Brian Clegg Sylvain Seguin Skyline Helicopters Ltd. Canadian Helicopters Limited Treasurer Immediate Past Chair Brad Fandrich Steven Williams Valley Helicopters Ltd. Edmond Harnden LLP Director Director Shane Cyr, Robert Gallagher Universal Helicopters Coldstream Helicopters Director Director Fred Jones HAC President & CEO

NOT PRESENT: Maury Wood, Avialta Helicopter Maintenance Ltd., Corporate Secretary

1. CALL TO ORDER & QUORUM, Jen Norie, Chair – 9:38 am

a. Jen calls upon Sylvain Seguin to confirm that the appropriate notice of the meeting was delivered and that the 22nd Annual General Meeting has quorum.

b. Sylvain Seguin - 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.

c. Jen welcomed members, members of the Board and President & CEO, Fred Jones

2

INTRODUCTION

Jen introduced:

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

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

Sylvain Seguin, Vice-President & Chief Operating Officer, Canadian Helicopters Limited, representing an Operator Member east of the Manitoba Ontario border, and HAC’s Immediate Past Chair;

Brad Fandrich, General Manager, Valley Helicopters Ltd. representing an Operator member west of the Manitoba Ontario border;

Robert Gallagher, President, Coldstream Helicopters Ltd. Representing an Operator member west of the Manitoba-Ontario border;

Shane Cyr, CEO, Universal Helicopters, representing an Operator member east of the Manitoba Ontario border;

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

Fred Jones, HAC’s President & CEO

And herself;

Jen Norie, General Manager, VIH Helicopters representing an Operator member west of the Manitoba-Ontario border, and the Chair of the HAC Board.

2. ADOPTION OF THE MINUTES OF THE 22st ANNUAL GENERAL MEETING

Motion: Waive the reading of the Minutes of the 21st Annual General Meeting held in Edmonton, Alberta on November 12-13, 2016.

Motioned: Paul Spring, Pheonix Heliflight Second: Teri Northcott, Skyline Helicopters

CARRIED

Motion: The Minutes of our 21st Annual General Meeting held in Edmonton, 2016 will be adopted as presented.

Motioned: Terry Eissfeldt, West Coast Helicopters Maintenance & Contracting Ltd. Second: Paul Carter, Cougar Helicopters

CARRIED

3

3. PRESIDENT’S REPORT

It has been my great pleasure to serve HAC for my ninth year. I wish I could tell you it was getting easier, but every time I close one file, your Board opens two others for me.

Industry and Association Circumstances

As the industry goes - so goes its Association. An old boss of mine once said “An Association is what its members want it to be.” As you may know, HAC operates with two full-time staff – myself, and Barb Priestley, who has been with us since 2008, when I started. She’s not getting older - she’s getting better at what she does. We also operate with a stable of roughly seven excellent contractors that provide us with Social Media services, CFO services, Book Keeping services, Convention Planners; Newsletter and Website services; and for contracted project work. It’s taken us awhile to find the right contractors – but these people are consistently excellent.

The last nine years have been challenging ones for our industry. Challenging Domestic and global economic circumstances; the boom-and-bust nature of firefighting work, under circumstances where the Provincial Firefighting Agencies are choosing to fight fewer and fewer fires; the defacto requirement for an SMS, even in the absence of any regulations, or the attendant regulatory flexibility that was supposed to accompany it; the astonishing proliferation of UAVs – commercially operated, and particularly the hazards presented by recreational UAVs; an incredible shrinking regulator, who has become less and less engaged with operators in the field, except of course in the process of conducting a PVI, or an Audit; and the incredible “race to the bottom” we have seen with respect to rates, in the last ten years.

Commercial helicopter operators have always been resilient and adaptable. We are seeing more and more operators looking outside Canada for opportunities, and our Canadian reputation for utility operations is well respected internationally; our members continue to explore new areas of specialization, including HETS, and geo-referenced photography, and wind turbine maintenance and repair – and yes, even joining forces with UAV operators, to name only a few.

I am pleased to report however, that your Association is still on very solid financial ground, although, like you we continue to experience our challenges. Like you, we have had to keep our rates, low. It has been seven years since we last raised Membership fees. You will notice that your fees for this year did not rise, again. You have heard about our some of our financial circumstances in the last Fiscal Year from our Treasurer, Brian Clegg, as part of his Treasurer’s Report. Our Members and Associates remain very loyal, even as we have seen a number of Operator consolidations, and even some business casualties. We currently have 115 Operator- members – up slightly from last year at 109, and 141 Associates - down slightly from last year at 148. This year we welcomed two new Corporate Sponsors, namely JLT Canada, and Essential Turbines, bringing our list of valued Corporate Sponsors to twelve;

4

Recent Association Priorities

In the last year, much of our effort has been focused on influencing the course of the Fatigue Management regulations. It has been almost 9 years since the most recent process of overhauling our Canadian regulations began, and while it may appear as if it is almost complete, it is “never over til its over” as-they-say, and your association will continue to oppose these misguided new regulations in the run-up to Canada Gazette II – notionally in the Spring of 2018 – and beyond that, when they are supposed to come in to force for us, four years later.

In the last year, we have been involved in changes to the H1 Heliport operational requirements; consultation on the changes to the requirement for Terrain Awareness Warning Systems (TAWS) on helicopters operating at night or IFR; overhauled our Committees site and our website; we have been working to restore some of the dialogue that used to take place between our Committees and Transport Canada here, and we have expanded our Safety focus to explore a new Convention model; we have contracted for the next two conventions in Vancouver and at the same time moved away from the Remembrance Day weekend – you spoke and we listened; we have been participating in a Risk Assessment to examine the potential for de-regulating CAR 702 operations; we have consulted on regulatory changes at the CTA, and on prospective changes to the Canadian Ownership requirements; we have testified before the Standing Committee on Transport; we are forging a new HAC Affinity Agreement with JLT Insurance, that will prospectively include a Pension Plan component for contracted and full-time employees; I continue to serve on the Board of the Canadian Council for Aviation and Aerospace, on the NAV CANADA Advisory Committee, and on the Executive Committee of the IHST as we promote their goal of a “Zero Accident Rate”; we continue to produce a bi-weekly Newsletter to generate valuable non-dues revenue and let our members know “What we have done for them lately”.

Finally, thank-you to all of our Operator-members, Associates, and Corporate Sponsors and Convention Sponsors for your loyalty.

4. TREASURER’S REPORT – 2016/17

I am pleased to report that our Auditor, Frouin Group, has provided us with a clean audit opinion on our 2016-2017 Financial Statements.

HAC ended the year with a loss of $11K, and $54K unfavorable to budget. 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 down 11% compared to the previous year, due primarily to the much smaller Edmonton convention when compared to the previous year’s Vancouver event. Edmonton convention revenues were $87K (-14%) less than Vancouver convention revenues the previous year. Membership revenue decreased by $18K (-6%). ➢ Expenses were down 6% compared to the previous year, primarily attributable to Edmonton convention expenses being 13% lower than those in Vancouver the previous year ➢ The fall 2016 Edmonton convention generated a net income contribution of $243K to HAC, compared to the $289K contributed by the larger fall 2015 Vancouver convention.

5

Internally Restricted Funds HAC maintains four internally restricted Funds, which have been established to prevent HAC from resorting to short and medium-term fee increases that could destabilize the Association, as HAC must have sufficient reserves to cope with normal variations in revenues and expenditures, extraordinary problems, administrative and development needs and long-term commitments.

As of August 31 2017, a description of each of these funds follows: ➢ Contingency Fund - $236,127 (up from $129,142 in the previous fiscal year). HAC’s goal is to have enough reserves in the Contingency Fund to fund a full year of expenditures in order to provide for unforeseen eventualities and for extraordinary expenses. $44,627 was transferred to the Contingency Fund from Unrestricted Net Assets, and $68,685 was transferred from the Capital Acquisition Fund. $6327 was transferred from the Contingency Fund to the Special Projects Fund. ➢ Capital Acquisitions Fund - $0 (down from $68,685 in the previous fiscal year). The Capital Acquisitions Fund is to be used to purchase office equipment and other capital items. $68,685 was transferred to the Contingency Fund. ➢ Legal Defense Fund - $95,000 (down from $100,000 in the previous fiscal year). The Legal Defense Fund was established for the purpose of funding or sharing the cost of legal action where the outcome of the action may affect the interests of the Canadian helicopter community. $5,000 was used to support the legal defense of a member. ➢ Special Projects Fund - $0 (down from $9,000 in the previous fiscal year). This Fund was established in 2008 to be used for special projects and initiatives. $6,327 was transferred from the Contingency Fund to Special Projects Fund. $15,327 was transferred from the Special Projects Fund to Unrestricted Net Assets for the Fatigue Management Advocacy 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 Convention Sponsors by name:

Corporate Sponsors:

• Airbus Helicopters Canada • Bell Helicopters • BMG Insurance Brokers & Boston Marks Insurance Brokers • Leonardo Helicopters • NAV CANADA • Rolls-Royce • Safran Helicopter Engines Canada • StandardAero • Vector Aerospace • Willis Towers Watson

I also wanted to provide special recognition to two NEW Corporate Sponsors, namely Essential Turbines and JLT Canada. Bringing the number of our Corporate Sponsors to twelve.

Fall 2017 Convention Sponsors: 6

I would also like to extend a special thank-you to our 2017 Convention Sponsors. Please take note that some of our Corporate Sponsors are also Convention Sponsors:

• AIRBUS Helicopters Canada • Rolls-Royce Corporation • Helijet International • Waypoint Leasing • Bell Helicopter Textron • Emond Harnden • Pratt & Whitney Canada • Safran Helicopter Engines • Sikorsky Corp. • Willis Towers Watson • HELICOPTERS Magazine • Essential Turbines Inc. • Barry Cordage • Global Aerospace Underwriting Managers (Canada) Ltd. • BMG Insurance Brokers • Casanna MultiMedia

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 2016-2017 FISCAL YEAR Jen requests questions or comments from members present about the Treasurer’s Report or the Draft audited Financial Statement for the 2016-2017 Fiscal Year?

Questions: No questions from the floor.

Motion: The 2016-2017 Audited Financial Statements be adopted, as presented.

Motioned: Will Jacobs, Cougar Helicopters Second: Paul Spring, Phoenix Heli-Flight Inc.

CARRIED

6. APPOINTMENT OF THE AUDITORS FOR THE 2016-2017 FISCAL YEAR

The Board believes that HAC received good value from the Frouin Group and recommends to the membership the same firm again for the 2017-2018 Fiscal Year.

Motion: That HAC engage the Frouin Group as the Association’s auditors for the 2017- 2018 Fiscal Year.

Motioned: Marc Schoenrank, Great Slave Helicopters Second: Terry Eissfeldt, West Coast Helicopters Maintenance & Contracting Ltd.

CARRIED

7

7. RECOGNITION OF PAST DIRECTORS

Presentation of Director Appreciation Plaque to Sylvain Seguin, CHL Presentation of Director Appreciation Plaque to Brad Fandrich, Valley Helicopters Both Directors having served their 8-year term limit. Each having been re-elected 4 times. Sylvain served as HAC Chair from 2010 until 2017. Brad served as Vice Chair during the same period.

8. ELECTION OF DIRECTORS

Members were reminded that the terms of HAC’s by-laws call for at least two Directors with offices East of the Manitoba-Ontario border and at least two Directors with offices West of the Manitoba-Ontario border. The remaining three Operator Board Members may have offices in the East or West. The two Board members representing Associates may represent companies in the East or West.

This year, six of our nine elected Director positions are up for election – they are four Operator positions. Since our two eastern Directors are up for election, at least two Operator Directors elected here must have offices east of the Manitoba-Ontario border. The remaining two many have offices in the east or in the west.

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 the term limits.

Nominations for the four Operator positions closed 8pm November 10, 2017 Four nominations were received. The slate is complete

Operator Nominations Received:

Paul Carter, Cougar Helicopters Shane Cyr, Universal Helicopters Brian Clegg, Skyline Helicopters Brendan McCormick, Helijet International

In advance of the AGM, an electronic nomination and voting process took place for the Associate candidates. This year’s three nominations for two positions:

Matthew MacWilliam, Rotor Maxx Support Steven Williams, Emond Harden Maury Wood, Avialta Helicopter Maintenance

Associate voting resulted in majority votes for Maury Wood while also resulting in a tie between Steven Williams and Matthew MacWilliam. Voting Operator Members will be invited to cast one Associate vote for Maury Wood and one associate vote for either Matthew MacWilliam or Steven Williams to break the tie.

Associate candidates were given the opportunity to introduced themselves to the membership present.

Voting hours: Associate Director position:

Saturday, November 11, 2017 1030 - 1630

8

HAC new Board of Directors to be announced at the closing reception, Saturday, Nov. 11, 2017 at 16:30.

Introduction of the two new Operator Directors:

Paul Carter, Cougar Helicopters Brandan McCormick, Helijet International (Not Present)

9. DIRECTORS FORUM

Jen Norie (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….

Bill Clark, Clark & Company

A decision of the Ontario Court of Justice regarding the Ornge accident – charges were dismissed. It was declared that operating to TC standard may not be enough. Ex. Night vision goggles. Review of “Best Practices” may be in order.

No further questions or comments.

10. ADJOURNMENT OF THE 22nd AGM

Jen Norie,

Since, there is no further business before this assembly; a motion to adjourn until 1630 November 11, 2017, on the trade show floor would now be in order.

Motion: Charlie Mooney, Yellowhead Helicopters Seconded: Teri Northcott, Skyline Helicopters

CARRIED

Meeting Adjourned at 1020

Voting commences 1030 until 1630

Barbara Priestley and Kathryn Cyr conduct initial count of ballots – results confirmed by Fred Jones.

9

11. AGM RE-CONVENED

Saturday, November 11, 2017 at 1715 on the Trade Show floor

Newly Elected Board of Directors Presented:

Jen Norie, VIH Helicopters (Operator West) Jacob Forman – Yellowhead Helicopters Ltd. (Operator West) Robert Gallagher, Coldstream Helicopters Ltd. (Operator West) Shane Cyr – Universal Helicopters (Operator East) RE-ELECTED Brian Clegg – Skyline Helicopters Ltd. (Operator West) RE-ELECTED Brendan McCormick, Helijet International (Operator West) NEWLY ELECTED Paul Carter – Cougar Helicopters (Operator East) NEWLY ELECTED Maury Wood – Avialta Helicopter Maintenance (Associate) RE-ELECTED Steven Williams – Emond Harnden LLP (Associate) RE-ELECTED

12. TERMINATION OF THE 22nd AGM

Motion to Terminate the 22nd AGM: Shane Cyr, Universal Helicopters

Seconded: Sylvain Seguin, Canadian Helicopters

CARRIED

Terminated at 1730

______Shane Cyr, Corporate Secretary Date

10