Share Trust Agreement

The 2009 Share Trust Agreement is a multiparty agreement created during the pension moratorium between Air Canada
and its five Unions that governs a block of shares held in a restricted use, single joint trust account.
On October 26, 2009, under terms of the agreement, Air Canada issued 15% of their Class B common voting shares (i.e.
17,647,059 shares) to a joint Share Trust with the Air Canada Unions (the Unitholders) as sole beneficiaries. As a result of
subsequent public offerings, these shares have been diluted and now represent approximately 6% of all outstanding Air
Canada stock.
The shares were granted to the Unions, at that time, as collateral to offset part of the unfunded solvency liability that
the pension plan members assumed through the solvency funding deficit in lieu of Air Canada having to make the full
amount of their required solvency funding payments between 2009 and 2014.

All of Air Canada’s Defined Benefit pension plans came into surplus funding in 2014. There were a number of factors that caused this sharp improvement in the solvency funding of the Air Canada pension plans between 2009 and 2014. By mid to late 2015, it became increasingly apparent that the solvency funding of Air Canada’s Defined Benefit pension plans had stabilized and was indeed continuing to improve over time. While far from a certainty, both Air Canada and the Council of Unions believed that the long-term risk to the pension plans had been resolved and was in good shape on a go forward basis.

The 2009 Share Trust Agreement was entered into when Air Canada’s Defined Benefit pension plans had a combined solvency deficit of nearly $2.9 Billion. With the announcement of the 2014 actuarial valuation, that had improved remarkably to just over a $1 Billion surplus. The solvency surplus continued to increase in 2015, and in fact has continued to increase every year since then.

There became a realization amongst the Council of Unions that the 2009 Share Trust Agreement would almost certainly not be needed to provide solvency protection for our pension plans going forward. With the sharp rise in the value of Air Canada shares after 2014, the Council of Unions now had joint ownership of a very significant asset. The problem was that it was a stranded asset that could not be utilized in any way for the benefit of our members.

When the 17,647.059 shares were issued by Air Canada into the Share Trust on November 1, 2009, they had a market value of $1.09 per share. This was an aggregate value of just less than $20 million. Based on a $25 per share market value, the Share Trust now has an aggregate value of approximately $441 million.

Because Air Canada’s Defined Benefit pension plans were in such a large funding surplus, the shares could not be sold and placed in the pension plans as additional funds because they were considered to be employer contributions. Even if the shares were sold and put in the pension plans, that would just serve to increase the surplus, which directly benefits Air Canada (by extending their contribution holiday) but not our members.

The structure of the 2009 Share Trust Agreement and the ITR [s6802 (h)] prohibited any union from simply selling their shares and providing money or benefits to their members outside of the Defined Benefit pension plans. That meant that the Council of Unions would have to get creative and find a way to restructure the 2009 Share Trust Agreement and negotiate a new repurposing
agreement with Air Canada that would unlock the value of the 2009 Share Trust Agreement for the benefit of as many of our members as possible.

If approved, the new agreement will provide the thousands of members of the Air Canada defined benefit pension plans including current and future retirees – with more certainty and more money in their pockets for retirement through a series of lump-sum payments that would partially offset cost of living increases that affect worker pensions.

This outcome represents the culmination of many years of internal discussions among our union groups, consultation with expert advisors, and past attempts to come to an agreement with all the parties.

We would like to acknowledge the effort and dedication of the many leaders within our union groups from 2009 onward who, alongside our pension experts, demonstrated tremendous persistence and creativity in seeking a resolution for the benefit of our current and retired members.

As noted, the agreement requires approval from regulators. The November 2021 Share Trust Repurposing Agreement is comprised of four (4) components:

1) Voluntary Separation Packages (VSPs)

2) An immediate retroactive payment to all pensioners.

3) A series of future lump sum payments to all pensioners as at the date of each payment.

4) Right to nominate a Member to the Air Canada Board of Directors.

VSPs:

ü The requisite number of shares will be sold by each of the employee groups to create an aggregate $150 million “VSP pool”.

ü There will be three (3) separate VSP offerings

ü Each VSP offering will be limited to a maximum value of $50 million.

ü Any unused portion of an employee group’s VSP pool will revert to their “pensioner pool”.

ü The first VSP will be offered in 2024, a second offered between 2026 to 2029 and a third offered between 2030 to 2037.

ü There must be a minimum of 24 months between each VSP offering. Air Canada has sole discretion over which month the VSPs will be offered.

ü Acceptance will be based upon bargaining unit seniority.

ü The company cannot prevent any eligible member from receiving a VSP for any reason.

ü VSPs will comprise two (2) weeks wages per full year of completed company service to a maximum of fifty-two (52) weeks.

ü The number of VSP packages to each union will be limited by the amount of money available in their respective VSP pool at each offering

Immediate Retroactive Payment to Retirees and Survivors:

ü All remaining shares after the creation of the “VSP pool” will be deposited into each employee group’s respective “pensioner pool”.

ü The requisite number of shares will be sold by each of the employee groups to create an aggregate pool of $100 million.

ü This pool will be used to pay an immediate lump sum payment to all retirees and survivors who are in receipt of a monthly pension benefit as at the date of payment and who have been retired at least one year.

ü Payment of the initial lump sum will be based upon the increase in the CPI since January 1, 2009 or from January 1 of the year following retirement, whichever is most recent.

ü The payments will be a percentage (%) of each pensioner’s annual pension benefit.

ü This payment will be made as soon as administratively possible after the finalization of the Share Trust Repurposing Agreement.

Additional Lump Sum Payments:

ü All remaining shares after the creation of the “VSP pool” and the initial $100 million lump sum payment will remain in each respective employee group’s “pensioner pool”.

ü These remaining shares will be divided into five (5) additional lump sum payments to all retirees and pensioners who are in receipt of a monthly pension as at the date of payment.

ü Non-compounding lump sum payments will be made once every three (3) years between 2025 and 2037. That comprises a total of five (5) future lump sum payments over a fifteen (15) year period.

ü These additional lump sums will be paid as follows:

i. Payment in the year 2025 using 20% of the remaining Trust Shares of Each Employee’s Group Pensioners’ Pool;

ii. Payment in the year 2028 using 25% of the remaining Trust Shares of Each Employee’s Group Pensioners’ Pool;

iii. Payment in the year 2031 using 33.33% of the remaining Trust Shares of Each Employee’s Group Pensioners’ Pool;

iv. Payment in the year 2034 using 50% of the remaining Trust Shares of Each Employee’s Group Pensioners’ Pool; and

v. Payment in the year 2037 using 100% of the remaining Trust Shares of Each Employee’s Group Pensioners’ Pool.

ü Payment of these additional lump sums will be based on a percentage of the increase in the CPI from the date of the previous lump sum payment or January 1 following retirement, whichever is most recent.

ü Because the number of remaining Trust Shares will vary for each Employee Group, the % of CPI will also vary by Employee Group.

Nomination of a Board Member:

ü Article 8 of the 2009 Share Trust Agreement grants the Council of Unions the right to nominate a member to the Air Canada Board of Directors for as long as the Trust Shares equal more than 2% of Air Canada’s outstanding stock value.

ü The Share Trust Repurposing Agreement grants the Council of Unions the right to nominate a member to the Air Canada Board of Directors until the earlier of January 1, 2030 or the aggregate remaining Trust Shares equal 2% or less of Air Canada’s outstanding stock value.