MONTREAL, March 27, 2014 /CNW Telbec/ - Air Canada announced today that its board of directors approved the adoption of an advance notice by-law (the "Advance Notice By-law"), establishing a framework for advance notice of nominations of directors by shareholders of Air Canada. Among other things, the Advance Notice By-law fixes certain deadlines by which shareholders must submit a notice of director nominations to Air Canada prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that must be included in the notice.
The Advance Notice By-law provides a clear process for shareholders to follow for director nominations and sets out a reasonable time frame for the submissions of nominees and the accompanying information. The Advance Notice By-law will help to ensure that all shareholders receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. The Advance Notice By-law is similar to the advance notice by-laws adopted by many other Canadian public companies.
More specifically, the Advance Notice By-law requires advance notice to the Corporation in circumstances where nominations of persons for election as a director of Air Canada are made by shareholders other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Canada Business Corporations Act (the "Act"), or (ii) a shareholder proposal made in accordance with the provisions of the Act.
In the case of an annual meeting of shareholders, notice to the Corporation must be given not less than 30 or more than 65 days prior to the date of the annual meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be given not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation must be given not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
The Advance Notice By-law is effective immediately and will be placed before shareholders for approval, confirmation and ratification at the next annual and special meeting of shareholders of the Corporation to be held on May 15, 2014. The full text of the Advance Notice By-law is available under Air Canada's profile at www.sedar.com.
About Air Canada
Air Canada is Canada's largest domestic and international airline serving more than 180 destinations on five continents. Canada's flag carrier is among the 20 largest airlines in the world and in 2013 served more than 35 million customers. Air Canada provides scheduled passenger service directly to 60 Canadian cities, 49 destinations in the United States and 72 cities in Europe, the Middle East, Asia, Australia, the Caribbean, Mexico and South America. Air Canada is a founding member of Star Alliance, the world's most comprehensive air transportation network serving 1,328 destinations in 195 countries. Air Canada is the only international network carrier in North America to receive a Four-Star ranking according to independent U.K. research firm Skytrax that ranked Air Canada in a worldwide survey of more than 18 million airline passengers as Best Airline in North America in 2013 for the fourth consecutive year. For more information, please visit: www.aircanada.com.
Caution Regarding Forward-Looking Information
Air Canada's public communications may include forward-looking statements within the meaning of applicable securities laws. Forward-looking statements, by their nature, are based on assumptions and are subject to important risks and uncertainties. Forward-looking statements cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the business. Actual results may differ materially from results indicated in forward-looking statements due to a number of factors, including without limitation, industry, market, credit and economic conditions, the ability to reduce operating costs and secure financing, pension issues, energy prices, employee and labour relations, currency exchange and interest rates, competition, war, terrorist acts, epidemic diseases, environmental factors (including weather systems and other natural phenomena and factors arising from man-made sources), insurance issues and costs, changes in demand due to the seasonal nature of the business, supply issues, changes in laws, regulatory developments or proceedings, pending and future litigation and actions by third parties as well as the factors identified throughout Air Canada's public disclosure file available at www.sedar.com, and, in respect of the Advance Notice By-law, the obtaining of the required shareholder approval at Air Canada's May 15, 2014 annual and special meeting of shareholders or any adjournment or postponement thereof. Any forward- looking statements contained in this news release represent Air Canada's expectations as of date of this news release and are subject to change after such date. In particular, the Advance Notice By-law will cease to be effective if it is rejected by shareholders at Air Canada's May 15, 2014 annual and special meeting of shareholders. However, Air Canada disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
SOURCE: Air Canada
For further information:
Isabelle Arthur (Montréal) 514 422-5788
Peter Fitzpatrick (Toronto) 416 263-5576
Angela Mah (Vancouver) 604 270-5741
Internet : aircanada.com