Request for immediate action by the Board of directors of Transat A.T. inc. (TSX: TRZ) to prevent further destruction of shareholder value

Financière Outremont inc., a major shareholder of Transat A.T. Inc. held by Pierre Karl Péladeau has requisitioned a special meeting of shareholders to effect Board changes to position Transat for significant changes to secure the company's future and build a stronger, recapitalized and thriving Transat

Full Presentation Available Shortly at: transataction.ca

MONTREAL, Dec. 1, 2025 /CNW/ - Financière Outremont Inc. ("Financière Outremont"), an investment company held by Mr. Pierre Karl Péladeau, the second largest shareholder with an investment representing approximately a 9.5% economic and voting interest in Transat A.T. Inc. ("Transat" or the "Company"), announces that it has requisitioned a special meeting of shareholders of the Company under applicable corporate law. The requisition calls for the Board to be reduced to six directors, including the election of three highly qualified nominees with a track record of value creation. Financière Outremont has requested that the Company hold the meeting as soon as practicable, and in any case by no later than February 6, 2026, and that it not undertake or approve any material transaction until the meeting has been held and shareholders have had an opportunity to express their views on Company's Board of Directors and its future direction.

The requisition follows our repeated efforts to engage privately and constructively with the Board on proposed solutions to improve Transat. Most recently, we sent a letter to the Board on November 17, 2025, and further communication since. We outlined Transat's severe underperformance and proposed critical steps that the Company should undertake to reverse course. Our proposals have been consistently rebuffed by the Board, and the lack of a constructive response to our letter highlighted for us the need for urgent change. We believe many of the Company's fellow shareholders and key stakeholders share our concerns. As a result, we are compelled to raise these issues publicly and to deliver the requisition, with the expectation that greater transparency will encourage the Board to act decisively and in the best interests of all of Transat's shareholders and stakeholders.

Under the stewardship of the incumbent Board, Transat has delivered a consistent track-record of operational and financial underperformance, resulting in shareholder-value destruction and a broken balance sheet.  More than five months have elapsed since Transat and the federal government, through the Canada Enterprise Emergency Funding Corporation (CEEFC), signed a financing agreement, without shareholder approval, to restructure the debt incurred by the Company during the COVID-19 pandemic. At that time, Transat acknowledged itself that it was facing material financial difficulties. However, Transat's balance sheet remains broken, with excessive leverage and limited access to new capital. Transat's shares have declined 57% over five years, making it the worst performer in its peer group, while peers have risen 31% over the same period and the S&P/TSX Composite Index is up 82%.

To deliver improved results and restore the confidence that has been lost, Financière Outremont believes Transat must pursue the following critical steps:

• Board Improvements: Reduce the Board size from eleven members to six members; three of which will be new directors with deep expertise in business and operational excellence, and three will be existing Board members of the Company. The new Board members will be Pierre-Karl Péladeau, André Brosseau and Jean-Marc Léger. André Brosseau will assume the role of Chairman of the Board.
  
  
• Balance sheet restructuration: Restructure Transat's broken balance sheet to guarantee its sustainability and provide the Company with much needed new capital to invest in growth initiatives.
  
  
• Strategic Review: Initiate a comprehensive strategic review process including an assessment of strategic direction, capital allocation, senior management, cost structure, investments and financing, strategic partnerships, and strategic alternatives of the Company.

"These actions are necessary to demonstrate the Board's commitment to creating value for shareholders and other stakeholders, and to reassure key stakeholders that the Company's strategy has been realigned under improved and robust oversight," said Mr. Péladeau, on behalf of Financière Outremont inc.

Mr. Péladeau concluded: "I continue to believe in Transat's compelling value potential for the Canadian airline industry, and I am committed to helping to advance the Company's operations, innovations and growth for the benefit of travelers, communities and Canada's transportation industry. Together with our teams, we want to make Transat a resounding success for the benefit of Quebecers and Canadians, as we did with Videotron, where we created thousands of jobs."

"As a significant shareholder, we are committed to our vision for a superior, recapitalized, and thriving Transat. Our track record and demonstrated leadership in driving growth and value-creation underscores the credibility of our approach and positions us well to support this effort. We are prepared to work with the Board and Company constructively to swiftly realize long term plan and look forward to engaging with our fellow shareholders and other Transat key stakeholders on the best path forward for the Company."

A detailed presentation will be available shortly at transataction.ca

Forward-looking Statements & Disclaimers

This news release may contain "forward‑looking information" and/or "forward‑looking statements" within the meaning of applicable securities laws.  These statements are often identified by words such as "will", "expect", believe" and other similar words, and may include statements regarding potential Board changes at the Company, the potential for capital injections, strategic reviews and/or operational improvements and the expected outcomes of such actions. Forward‑looking information is based on assumptions believed to be reasonable as of the date hereof, but is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Readers should not place undue reliance on forward‑looking information. Except as required by applicable securities laws, Financière Outremont Inc. undertakes no obligation to update or revise any forward‑looking information.

Unless otherwise stated, the views expressed are those of Financière Outremont Inc., in its capacity as a shareholder of Transat A.T. Inc., based on publicly available information and its analysis and opinions. Financière Outremont Inc. is not affiliated with Transat A.T. Inc. or its Board or management. No representation or warranty, express or implied, is made as to the accuracy or completeness of the information herein, and liability is disclaimed to the fullest extent permitted by law.

This news release is not, and does not purport to be, a solicitation of proxies within the meaning of applicable laws. Company shareholders are expressly not being asked to give, withhold or revoke any proxy. Any solicitation of proxies by Financière Outremont Inc. will be conducted in accordance with applicable corporate and securities laws, which may include a proxy circular. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction.

For information: transataction.ca

SOURCE Financière Outremont inc.

Marc Duchesne, [email protected], 514-277-3508