Transat AT gets support from proxy adviser ISS

Ms. Susan Kudzman reports SECOND INDEPENDENT PROXY ADVISOR ISS RECOMMENDS VOTING FOR TRANSAT'S 8 NOMINEES AND AGAINST DISSIDENT SHAREHOLDER PROPOSALS Transat AT Inc. has been advised that leading independent proxy advisory firm Institutional Shareholder Services Inc. (ISS) has recommended that shareholders vote the "blue" proxy "for" all of Transat's eight director nominees at the upcoming annual general and special meeting of shareholders scheduled to be held on March 10, 2026, at 9 a.m. Montreal time. ISS has also recommended that shareholders vote in line with the board's unanimous recommendations on all other items of business being put forward, including for Transat's amendment to its articles of incorporation to provide for a minimum of eight and maximum of 15 directors and "against" or "withhold" from all dissident shareholder proposals being put forward by Financiere Outremont Inc. ISS is an independent third party adviser to institutional investors and joins fellow adviser Glass Lewis in its unanimous recommendation in support of Transat. In its report, ISS recognizes the progress Transat has made in executing its turnaround strategy, improving operating performance and strengthening its balance sheet, stating: "There have been significant improvements over the past three fiscal years, and key performance indicators tell the story of a company that is moving in the right direction." ISS and Glass Lewis's recommendations reinforce growing support for Transat's nominees and proven plan. Two major long-term shareholders, Fonds de solidarite des travailleurs et travailleuses du Quebec (FTQ) and La Caisse de depot et placement du Quebec, have entered into support and voting agreements and have committed to vote for all of Transat's nominees. ISS conclusions: Validation of a proven plan that is working: ISS notes that, "Overall, most operating metrics appear to have strengthened since the Elevation Program was introduced while trends in [Transat]'s KPIs compare favourably [to aviation peers]." Validation of strong path for value creation: ISS further observes that, "Not only has [Transat] demonstrated positive momentum in several important areas, but the dissident relies on arguments that are generally unsubstantiated or presented without proper context." Rejection of dissident case: ISS states that "The dissident has not made a compelling case for board change," adding that, "The dissident has failed to present a case for any degree of change, let alone for half of the board." Validation of financial progress: ISS observes that, "Perhaps most importantly, [Transat] strengthened the balance sheet by restructuring the LEEFF debt, a decision that was exceptionally well received by the market." ISS has also recommended that shareholders vote "withhold" from all of Financiere Outremont's proposals, noting that: "The dissident has long aspired to acquire [Transat], and that the proposed board composition -- 50 percent of board seats plus the board chair --could serve as a beachhead to facilitate an eventual acquisition" and noted that, "Concerns may be further heightened by the close personal and business ties among all three dissident nominees. ... These facts demonstrate minimal regard for director qualifications, independence, or cohesion." Vote your blue proxy by Friday, March 6, 2026, at 9 a.m. Montreal time. For questions or if you require voting assistance, contact Transat's proxy solicitation agent, Laurel Hill Advisory Group by calling or texting "INFO" to 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (international), or by e-mail at [email protected]. About Transat AT inc. Founded in Montreal in 1987, Transat has achieved worldwide recognition as a provider of leisure travel particularly as an airline under the Air Transat brand. Voted "World's Best Leisure Airline" by passengers at the 2025 Skytrax World Airline Awards, it flies to international destinations. By renewing its fleet with the most energy-efficient aircraft in their category, it is committed to a healthier environment, knowing that this is essential to its operations and the destinations it serves. Based in Montreal, Transat has nearly 5,000 employees.