Transat sets March 10 meeting after board requisition

Executive Summary

• Transat A.T. Inc. has called an annual and special meeting of shareholders for March 10, 2026, in response to a formal requisition by shareholder Financiere Outremont Inc.
• The requisition requested changes to the board of directors, specifically seeking to remove a majority of independent directors and replace them with nominees aligned with Financiere Outremont.
• The Board determined that the date requested by the shareholder (February 6, 2026) would cause unnecessary duplication, cost, and confusion, and would not allow sufficient time for fair disclosure to the diverse shareholder base.

Key Details

• Meeting Date: March 10, 2026.
• Requisitioning Shareholder: Financiere Outremont Inc.
• Proposed Changes: The requisition sought to convene a special meeting to vote on proposed changes to the board, specifically aiming to remove a majority of independent directors and replace them with nominees aligned with the requisitioning shareholder.
• Board Rationale for Date Selection:
  • The Board rejected the shareholder's requested date of February 6, 2026, citing that holding two meetings in short succession would result in overlapping subject matters, duplication, cost, and shareholder confusion.
  • The Board stated that an earlier date would divert substantial resources from operational and strategic priorities.
  • The chosen date provides 22 business days from the date requested by the shareholder, which the Board argues is critical for fairness to the widely held shareholder base, ensuring equitable opportunity to review information and exercise voting rights.
  • The Board noted that the proposal would provide effective control of the board without a control premium being paid to other shareholders and without a publicly disclosed strategic plan.
• Governance Stance: The Board emphasized its commitment to disciplined stewardship and protecting the interests of all shareholders, employees, travelers, partners, and creditors, rather than the ambitions of a single shareholder who beneficially owns less than 10% of outstanding shares.
• Next Steps: Shareholders will receive a management information circular in advance of the meeting. No immediate action is required from shareholders at this time.

Notable Quotes

• "The board recognizes the right of shareholders to propose changes and welcomes constructive engagement."
• "The proposal would provide effective control of the board without a control premium being paid to other shareholders, and without a publicly disclosed strategic plan for Transat's business."
• "The board also believes that decisions regarding a publicly traded airline of strategic importance to Quebec should reflect the interests of the full shareholder base, employees, travellers, partners and creditors, rather than the ambitions of any one shareholder."