Air Canada Completes $800 Million Substantial Issuer Bid

• Delivers on long-term capital allocation priorities
• Returns share count to below pre-pandemic levels

MONTRÉAL, Sept. 28, 2026 (GLOBE NEWSWIRE) -- Air Canada (TSX: AC) has taken up and paid for 27,586,206 of its Class A variable voting shares and Class B voting shares (collectively, the “shares”) at a price of $29.00 per share under its $800 million substantial issuer bid (the “offer”) to purchase shares for cancellation.

The shares bought under the offer represent about 9.8% of the total number of Air Canada's outstanding shares as of September 24, 2026, before giving effect to the offer. After the offer, about 252.7 million shares will remain outstanding.

The completion of this offer is an important milestone in Air Canada’s disciplined execution of its capital allocation framework and priorities, allowing it to complete the return of its share count to below pre-pandemic levels. The share purchase was funded with part of the proceeds from the minority equity investment in Aeroplan by funds managed by Blackstone and La Caisse, together with other leading Canadian institutions. Completion of the offer allows Air Canada to return value to shareholders while continuing to invest in its New Frontiers strategy and support one of the strongest balance sheets among its North American peers.

Other information about the offer

A total of about 66.8 million shares were validly deposited in the offer and not withdrawn pursuant to auction tenders at $29.00 or purchase price tenders. Since the offer was oversubscribed, about 41% of the successfully tendered shares were purchased by Air Canada, other than “odd lot” tenders not subject to proration.

Air Canada has paid TSX Trust Company (Canada), the depositary under the offer, about $800 million for the purchased shares. Settlement will be made by the depositary on or before October 2, 2026, in accordance with the offer and applicable law. Any shares that are not purchased, including as a result of proration or auction tenders at more than $29.00, will be returned to shareholders as soon as practicable.

Air Canada estimates that for purposes of the Income Tax Act (Canada) (the “ITA”) the paid-up capital per share is about $10.60. Shareholders who have sold shares to Air Canada under the offer will as a result be deemed to have received a dividend equal to $18.40 per share, the amount by which the purchase price exceeds the paid-up capital per share for Canadian federal income tax purposes. The dividend deemed to have been paid by Air Canada to Canadian resident persons is designated as an “eligible dividend” for purposes of the ITA and any corresponding provincial and territorial tax legislation. The “specified amount” for purposes of subsection 191(4) of the ITA is $18.40. Shareholders should consult with their own tax advisors with respect to the income tax consequences of the disposition of their shares under the offer.

The full details of the offer were described in the offer to purchase and issuer bid circular dated August 20, 2026, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available under Air Canada’s profile on SEDAR+ at www.sedarplus.ca.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Air Canada's shares. All dollar amounts are in Canadian dollars and outstanding shares are based on the number thereof as of September 24, 2026.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This news release includes forward-looking statements within the meaning of applicable securities laws. Forward-looking statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may involve, but are not limited to, comments relating to guidance, strategies, expectations, planned operations or future actions. Forward-looking statements are identified using terms and phrases such as “preliminary”; “anticipate”; “believe”; “could”; “estimate”; “expect”; “intend”; “may”; “plan”; “predict”; “project”; “will”; “would”; and similar terms and phrases, including references to assumptions. These statements also include statements relating to the timing of payment and settlement for shares purchased under the offer, the number of shares expected to be issued and outstanding after completion of the offer and Air Canada’s anticipated benefits from the offer.

Forward-looking statements, by their nature, are based on assumptions including those described herein and are subject to important risks and uncertainties. Forward-looking statements cannot be relied upon due to, among other things, changing external events and general uncertainties of the business of Air Canada. Actual results may differ materially from results indicated in forward-looking statements due to a number of factors, including those discussed below.

Factors that may cause results to differ materially from results indicated in forward-looking statements include economic conditions, including high or volatile fuel prices or significant disruptions in the supply of aircraft fuel, including as a result of the military conflict in the Middle East, statements or actions by governments and uncertainty relating to the imposition of (or threats to impose) tariffs on Canadian exports or imports and their resulting impacts on the Canadian, North American and global economies and travel demand, geopolitical and security conditions including in relation to the military conflicts in the Middle East and between Russia and Ukraine, Air Canada’s ability to successfully achieve or sustain positive net profitability, industry and market conditions and the demand environment, competition, Air Canada’s dependence on technology, cybersecurity risks, interruptions of service, climate change and environmental factors (including weather systems and other natural phenomena and factors arising from anthropogenic sources), Air Canada’s dependence on key suppliers (including government agencies and other stakeholders supporting airport and airline operations), employee and labour relations and costs, Air Canada’s ability to successfully implement appropriate strategic and other important initiatives (including Air Canada’s ability to manage operating costs), energy prices, Air Canada’s ability to pay its indebtedness and maintain or increase liquidity, Air Canada’s dependence on regional and other carriers, Air Canada’s ability to attract and retain required personnel, epidemic diseases, changes in laws, regulatory developments or proceedings, terrorist acts, war, Air Canada’s ability to successfully operate its loyalty program, casualty losses, Air Canada’s dependence on Star Alliance® and joint ventures, Air Canada’s ability to preserve and grow its brand, pending and future litigation and actions by third parties, currency exchange fluctuations, limitations due to restrictive covenants, insurance issues and costs, and pension plan obligations as well as the factors identified in Air Canada’s public disclosure file available at www.sedarplus.ca and, in particular, those identified in section 14 “Risk Factors” of Air Canada’s Second Quarter 2026 MD&A and in section 18 “Risk Factors” of Air Canada’s 2025 MD&A.

The forward-looking statements contained in this news release represent Air Canada’s expectations as of the date of this news release (or as of the date they are otherwise stated to be made) and are subject to change after such date. However, Air Canada disclaims any intention or obligation to update or revise any forward-looking statements whether because of new information, future events or otherwise, except as required under applicable securities regulations.

About Air Canada

Air Canada is Canada's largest airline, the country’s flag carrier and a founding member of Star Alliance, the world's most comprehensive air transportation network. Headquartered in Montréal, Air Canada provides scheduled service directly to more than 180 airports in Canada, the United States and internationally on six continents. It holds a Four-Star ranking from Skytrax. Air Canada’s Aeroplan program is Canada’s premier travel loyalty program, with more than 10 million members worldwide. Members can earn or redeem points on the world’s largest airline partner network of more than 50 airlines, plus through an extensive range of merchandise, hotel and car rental partners. Through Air Canada Vacations, it offers a selection of vacation and Flight & Hotel packages, tours, cruises, car rentals, and experiences. Its freight division, Air Canada Cargo, provides air freight lift and connectivity to hundreds of destinations across six continents using Air Canada’s passenger and freighter aircraft. Air Canada’s climate-related ambition includes a long-term aspirational goal of net-zero greenhouse gas emissions by 2050. For additional information, please see Air Canada’s TCFD disclosure. Air Canada shares are publicly traded on the TSX (AC).

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