Market Intelligence: -Simulator Training Center

These changes, which will take effect on February 14, followed consultations with the Company’s stakeholders that focused on the Board’s ongoing review of its composition, and a transition towards renewed Board leadership.

Said Mr. Rovinescu, “As a longstanding airline customer and partner of CAE, I am excited to take on the role as Chair to help guide this exceptional global champion through its next chapter of growth and value creation. The other newly appointed Board members and I are energized by CAE’s innovative technology, strong market position in aerospace and defence, and outstanding people.”

In connection with these changes, the Board invited Mr. Rovinescu to join as a director and Chair and Ms. Lehman to join as a director. The Caisse de dépôt et placement du Québec (CDPQ), one of the Company’s largest shareholders, nominated Mr. Têtu to the Board pursuant to a customary nomination rights agreement with the Company. Browning West, LP nominated Mr. Lee to the Board pursuant to a customary cooperation and standstill agreement with the Company. Mr. Lee and Mary Lou Maher will co-chair the CEO Search Committee, working closely with Mr. Rovinescu as Chair of the Board, to continue the recruitment process previously overseen by the Board’s Human Resources Committee.

The size of the Board remains unchanged at 13 as the four appointments are being made in conjunction with the retirement of four directors: Alan N. MacGibbon, who has served as Chair of the Board since 2022 and as a director since 2015; Margaret S. (Peg) Billson, who has served on the Board since 2015; François Olivier, who has served on the Board since 2017; and David G. Perkins, who has served on the Board since 2020. These directors have overseen a period of significant growth and change for CAE as it has moved from primarily an industrial products company to a world leader in aviation training solutions. The Company wishes to thank them for their exceptional service and valuable contributions during their tenure.

Said Mr. MacGibbon, “During my time on the Board, I have seen the Company become a global leader in training for civil aviation and defence and security forces, furthering its mission to make the world a safer place. I am honoured to have been involved in CAE’s story and I thank CAE’s employees, management and my Board colleagues for their dedication to the Company. With a dynamic and engaged Board that is fully aligned on the process and transition to CAE’s next CEO, there is no better time for me to transition the Chair role to Calin. I am confident Calin’s proven track record in value creation and exemplary leadership skills will allow the Company to continue to be a leader in the sector and deliver value to its broad group of stakeholders.”

Added Mr. Rovinescu, “I would like to acknowledge and thank Alan for the tremendous leadership he has shown during his time at CAE. Even as he prepared to retire from the Company, Alan remained committed to ensuring that the CEO succession process proceed smoothly and effectively, as evident in his decision to make way for a new Chair who will work hand in hand with the incoming CEO. His guidance during this critical transition period is a testament to his enduring commitment to CAE and its future. Alan has set a high standard, and we are profoundly grateful for his board service and the legacy he leaves behind. I would also like to acknowledge and thank each of Peg, François and David for their service and contributions during their tenure.”

Mr. MacGibbon concluded, “On behalf of the Board, I would like to thank CDPQ and Browning West, as well as our other shareholders, who worked constructively with us throughout this process with the shared goal of creating sustainable and substantial shareholder value at CAE.”

About the Incoming Directors:

Mr. Rovinescu is a corporate director, venture capital investor and senior advisor to several corporations. He is currently a member of the board of directors of some of Canada’s largest corporations. He served as President and Chief Executive Officer of Air Canada from 2009 until his retirement in 2021, leading Air Canada’s transformation into one of the world’s leading airlines and a Canadian global champion, expanding its network worldwide and producing record financial results and record stock market performance. From June 2014 to June 2015, while leading Air Canada, he served as Chair of the International Air Transport Association (IATA), a trade association that currently represents 340 airlines comprising more than 80 per cent of global air traffic. From 2012 to 2016 he also served as Chair of the Star Alliance chief executive board, the controlling body of Star Alliance, the world’s largest global airline alliance, currently with 25 members. From 2004 to 2009, he was a co-founder and principal of Genuity Capital Markets, an independent investment bank. Prior to 2000, he was the Managing Partner of the law firm Stikeman Elliott in Montréal, where he practised corporate law for over 20 years. Mr. Rovinescu holds Bachelor of Law degrees from Université de Montréal and the University of Ottawa. He was recognized as Canada’s Outstanding CEO of the Year by Financial Post Magazine in 2016 and as CEO of the Year and Strategist of the Year by the Globe and Mail’s Report on Business Magazine in 2019. Mr. Rovinescu is a member of the Order of Canada and was inducted into the Canadian Business Hall of Fame in 2021.

Mr. Lee, in addition to being a Co-Founder and Partner of Browning West, LP, plays a leading role in that firm’s investment research and capital allocation. Before co-founding Browning West in 2019, he was an investment associate at Criterion Capital Management, where he was responsible for identifying and researching investment opportunities across multiple sectors. Mr. Lee also held roles at Grey Mountain Partners and Lazard. Additionally, he is currently a director on the board of Gildan Activewear Inc. where he serves as Chair of the Compensation and Human Resources Committee and as a member of the Corporate Governance and Social Responsibility Committee. He has also served on the board of Countryside Properties plc. Mr. Lee holds a Bachelor of Arts from Carleton College and a Master of Business Administration from Harvard Business School.

Ms. Lehman is the current Chair of Stella Jones Inc. (TSX:SJ), a Montréal based, ~ C$6 billion enterprise value industrial business, and has been a Partner at the New York-based private equity firm Palladium Equity Partners, LLC since 2022. She leads the Palladium Heritage strategy, which invests in industrial and business services companies. Prior to Palladium, she was Co-Founder and Managing Partner at Hilltop Private Capital, LLC. She has garnered more than 20 years of experience in private equity executive roles and Board memberships, including at more than 20 public and private, profit and not-for-profit entities. Included in Ms. Lehman’s prior Board roles are serving on the Board of a private company in a niche education and training area and serving on the Board of Navient (NASDAQ: NAVI) from 2014 to 2022, with roles as Chair of the Risk Committee and service on the Compensation and Personnel Committee and the Governance Committee.

Mr. Têtu has been Chair and Chief Executive Officer of the Montreal-based technology company Coveo Solutions Inc. since 2012. Prior to Coveo, Mr. Têtu co-founded Taleo Corporation, a leading international provider of cloud software for talent and human capital management, listed on NASDAQ in 2005 and subsequently acquired by Oracle for US$1.9 billion in 2012. Mr. Têtu was Chief Executive Officer and Chairman of the board of directors from the company’s inception in 1999 through 2007. Prior to Taleo, Mr. Têtu was President of Baan SCS, the supply-chain management solutions group of Baan, a global enterprise software company. This followed Baan’s acquisition of Berclain Group inc., which he co-founded in 1989 and where he served as President until 1996. Mr. Têtu currently serves on the board and human resources and corporate governance committees of Alimentation Couche-Tard Inc. (CircleK). He previously served on the board of Industrial Alliance Insurance and Financial Services inc. Mr. Têtu is an Engineering graduate from Université Laval in Québec City and a commercially licensed helicopter pilot.