Washington, D.C. 20549

(Translation of registrant’s name into English)

March 28, 2008

Dear Shareholder:

The Board of Directors of CHC Helicopter Corporation invites you to attend the special meeting of holders of Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares of CHC to be held at 4:00 p.m. (Vancouver time) on Tuesday, April 29, 2008 at The Fairmont Vancouver Airport, 3111 Grant McConachie Way, Richmond (Vancouver), British Columbia, Canada V7B 1X9.

At the meeting, you will be asked to approve an arrangement under the Canada Business Corporations Act which will involve an affiliate of a fund managed by First Reserve Corporation acquiring all of CHC’s outstanding Class A Subordinate Voting Shares and Class B Multiple Voting Shares for cash consideration of $32.68 per share.

The Board of Directors has determined that the consideration to be received by the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares pursuant to the arrangement is fair to such holders and that the arrangement is in the best interests of CHC and unanimously recommends (subject to the abstention of Sylvain Allard, President and Chief Executive Officer of CHC, as an interested director) that shareholders vote FOR the special resolution approving the arrangement. The recommendation of the Board of Directors is based on the factors as described in detail in the accompanying management information circular.

To become effective, the special resolution approving the arrangement must be approved by (a) two-thirds of the votes cast by the holders of Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares present in person or represented by proxy at the meeting, voting as a single class, and (b) a majority of the votes cast by the holders of Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares present in person or represented by proxy at the meeting, each voting separately as a class and excluding shares beneficially owned or over which control or direction is exercised by certain members of management of CHC who will be acquiring equity in an affiliate of the purchaser as described in the management information circular. The arrangement is also subject to the approval of the Supreme Court of British Columbia and certain other conditions.

The Estate of the late Craig L. Dobbin has entered into a voting support agreement pursuant to which it has agreed to vote in favour of the special resolution, subject to the terms of that agreement. The Estate owns securities of CHC representing approximately 14% of the outstanding Class A Subordinate Voting Shares, 95% of the outstanding Class B Multiple Voting Shares and 100% of the outstanding Ordinary Shares, representing approximately 62.7% of the aggregate voting rights of CHC.

We are enclosing a notice of special meeting, a management information circular for the meeting, form(s) of proxy and letter(s) of transmittal. The form(s) of proxy and the letter(s) of transmittal will also be available on our website at www.chc.com, as well as on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The management information circular and the appendices attached to it, which we urge you to read carefully in consultation with your financial or other professional advisor, describe the arrangement and include certain other information (including the full text of the fairness opinions of our financial advisors) to assist you in considering the arrangement.

Your vote is important regardless of how many CHC shares you own. We hope that you will be able to attend the meeting. To ensure that your shares are voted at the meeting in accordance with your instructions, please

submit your proxy via the internet or sign, date and return the enclosed form(s) of proxy in the postage paid envelope provided, or in the case of a postal disruption, by facsimile, so that your completed proxy is received by CIBC Mellon Trust Company, our transfer agent, in each case, by no later than 7:00 p.m. (Toronto time) on April 25, 2008 whether or not you plan to attend the meeting. We also encourage you to complete, sign, date and return the enclosed letter(s) of transmittal in accordance with the instructions contained in them and in the management information circular so that, if the arrangement is approved, the payment for your shares can be sent to you as soon as possible following completion of the arrangement.

Completion of the arrangement is subject to a number of conditions, some of which are beyond CHC’s and the purchaser’s control; accordingly, the exact timing of implementation of the arrangement is not currently known. CHC and the purchaser currently expect the closing to occur in June 2008.

If you hold shares through a nominee such as a broker, investment dealer, bank, trust company or other intermediary or depositary, you should follow the instructions provided by your nominee to ensure that your vote is counted at the meeting and you should arrange for your nominee to complete the necessary transmittal documents to ensure that you receive payment for your Class A Subordinate Voting Shares and Class B Multiple Voting Shares upon completion of the arrangement.

If you have any questions or require any assistance regarding voting your shares, please contact CHC’s proxy solicitation agent, Kingsdale Shareholder Services Inc., toll free at 1-866-879-7650 or using the other contact details listed on the back page of the management information circular.

On behalf of the Board of Directors, I would like to take this opportunity to thank you for the support you have shown us in the past as a CHC shareholder.

Yours very truly,

Mark D. Dobbin
Chairman

CHC HELICOPTER CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the holders (the “Shareholders”) of Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares (collectively, the “Shares”) of CHC Helicopter Corporation (the “Company”) will be held at The Fairmont Vancouver Airport, 3111 Grant McConachie Way, Richmond (Vancouver), British Columbia, Canada V7B 1X9, on Tuesday, April 29, 2008 at 4:00 p.m. (Vancouver time) for the following purposes:

	(a)		to consider, pursuant to an interim order of the Supreme Court of British Columbia (the “Court”) dated March 27, 2008 (the “Interim Order”), and, if deemed advisable, to approve, with or without variation, a special resolution (the “Arrangement Resolution”) to approve an arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act (“CBCA”), involving the Company and 6922767 Canada Inc. whereby, among other things, 6922767 Canada Inc. will acquire all of the Company’s outstanding Class A Subordinate Voting Shares and Class B Multiple Voting Shares for cash consideration of $32.68 per share, the full text of which Arrangement Resolution is attached as Appendix A to the accompanying management information circular (the “Circular”); and
	(b)		to transact such other business as may properly be brought before the Meeting and any adjournment(s) or postponement(s) thereof.

The Board of Directors of the Company (the “Board of Directors”) unanimously recommends (subject to the abstention of Sylvain Allard, President and Chief Executive Officer of the Company, as an interested director) that Shareholders vote FOR the Arrangement Resolution. Shareholders of record as of the close of business (Toronto time) on March 28, 2008, the record date for the Meeting (the “Record Date”), will be entitled to notice of, and to vote at, the Meeting and any adjournment(s) or postponement(s) thereof.

The Circular, form(s) of proxy and letter(s) of transmittal accompany this Notice of Meeting. Reference is made to the Circular for details of the matters to be considered at the Meeting.

The full text of the plan of arrangement (the “Plan of Arrangement”) implementing the Arrangement and the Interim Order are attached as Appendix B and Appendix F to the Circular, respectively.

Pursuant to the Interim Order, registered holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares have been granted the right to dissent in respect of the Arrangement Resolution and be paid the fair value for their Class A Subordinate Voting Shares and Class B Multiple Voting Shares, respectively, subject to certain conditions. This dissent right and the procedures for its exercise pursuant to section 190 of the CBCA (attached as Appendix E to the Circular) as modified by the Interim Order (attached as Appendix F to the Circular) are described in the Circular under “Dissenting Shareholders’ Rights”. Failure to strictly comply with the dissent procedures described in the Circular will result in the loss or unavailability of any right of dissent. Only registered holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares are entitled to exercise rights of dissent; accordingly, non-registered beneficial holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares should contact their Nominee (as such term is defined in the Circular), such as their broker, investment dealer, bank, trust company or other intermediary or depositary to exercise dissent rights.

Whether or not you plan to attend the Meeting in person, please sign, date and return the enclosed form(s) of proxy in the postage paid envelope provided or, in the case of a postal disruption, by facsimile, so that your Shares can be voted at the Meeting. To be used at the Meeting, completed proxies for the Class A Subordinate Voting Shares and Class B Multiple Voting Shares must be received by the Company’s transfer agent, CIBC Mellon Trust Company (a) at P.O. Box 721, Agincourt, Ontario, Canada M1S 0A1 (Attention: Proxy Department) for deliveries by mail; (b) at 199 Bay Street, Commerce Street West, Securities Level, Toronto, Ontario, Canada M5L 1G9 (Attention: Courier Window) for deliveries by courier or by hand; or (c) by facsimile in the case of a postal disruption to 1-866-781-3111 (within North America) or 416-368-2502, in each case, by no later than 7:00 p.m. (Toronto time) on April 25, 2008 or, if the Meeting is adjourned or postponed, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed Meeting, as the case may be. Holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares can also vote their proxies via the internet in accordance with the instructions in the Circular. A completed proxy for the Ordinary Shares must be received by the Company in

accordance with the instructions contained in the form of proxy for the Ordinary Shares by no later than 7:00 p.m. (Toronto time) on April 25, 2008 or, if the Meeting is adjourned or postponed by no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed Meeting, as the case may be. Non-registered beneficial Shareholders must follow the instructions provided by their Nominee to ensure their vote is counted at the Meeting and, if they want to have their Shares delivered to the depositary under the Arrangement, they should contact the Nominee to instruct it to do so. The Shares represented by a proxy will be voted as directed by you. However, if you sign your proxy without indicating your voting instructions, then your Shares will be voted FOR the Arrangement Resolution.

If you have any questions or require any assistance regarding voting your Shares, please contact the Company’s proxy solicitation agent, Kingsdale Shareholder Services Inc., toll free at 1-866-879-7650 or using the other contact details listed on the back page of the Circular.

DATED at Richmond, British Columbia, Canada, this 28^th day of March, 2008.

BY ORDER OF THE BOARD OF DIRECTORS

Martin Lockyer
Vice-President, Legal Services & Corporate Secretary

TABLE OF CONTENTS

NOTICE TO SHAREHOLDERS IN THE UNITED STATES			1
REPORTING CURRENCY			1
CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS			1
INFORMATION CONTAINED IN THE CIRCULAR			2
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT			3
SUMMARY			8
Date, Time and Place of Meeting			8
Record Date			8
Purpose of the Meeting			8
The Arrangement			8
The Purchaser			9
Recommendation of the Strategic Review Committee			9
Recommendation of the Board of Directors			10
Reasons for the Arrangement			10
Merrill Lynch Opinion			10
Scotia Capital Opinion			10
Interests of Certain Persons in the Arrangement			10
Certain Terms of the Arrangement Agreement			11
Non-Solicitation Covenant and Fiduciary Out			11
Other Acquisition Proposals			11
Termination Fee Payable by the Company			12
Break-Up Fee Payable by the Purchaser			12
Limited Guaranty			12
Court Approval of the Arrangement			12
Shareholder Approval of the Arrangement			12
Regulatory Approvals			13
Sources of Funds for the Arrangement			13
Certain Canadian Federal Income Tax Considerations			13
Certain U.S. Federal Income Tax Considerations			13
Dissenting Shareholders’ Rights			14
THE MEETING AND SOLICITATION OF PROXIES			15
Date, Time and Place of Meeting			15
Record Date			15
Purpose of the Meeting			15
Solicitation of Proxies			15
Appointment of Proxies			15
Form of Proxy			16
Attendance and Voting			16
Non-Registered Shareholders			16
Revocation of Proxies			17
Voting Proxies			17
BACKGROUND TO AND REASONS FOR THE ARRANGEMENT			18
Background to the Arrangement			18
Recommendation of the Strategic Review Committee			21
Recommendation of the Board of Directors			21
Reasons for the Arrangement			21
Merrill Lynch Opinion			24
Scotia Capital Opinion			25
PARTICULARS OF THE ARRANGEMENT			25
Arrangement Mechanics			25
Redemption of the Ordinary Shares			27
Court Approval of the Arrangement			27
Shareholder Approval of the Arrangement			28
Voting Agreement			28
Interests of Certain Persons in the Arrangement			29
Options			29
PSUs			30

SARs			31
Equity Participation by Management in Holdco			31
Change in Control Agreements			32
Employment Agreements			32
Indemnification and Insurance			32
Intentions of Directors and Officers of the Company			32
Canadian Securities Laws Matters			32
Sources of Funds for the Arrangement			33
Debt Commitment			34
Equity Commitment			34
Limited Guaranty			35
SUMMARY OF ARRANGEMENT AGREEMENT			35
The Arrangement Agreement			35
Representations and Warranties of the Company and the Purchaser			35
Conduct of Business Prior to the Effective Time			36
Non-Solicitation Covenant and Fiduciary Out			38
Superior Proposal			39
Purchaser’s Right to Match			39
Change in Recommendation			40
Co-operation Regarding Reorganization			40
Director and Officer Indemnification and Insurance			41
Mutual Covenants			41
Financing Covenants			42
Mutual Conditions Precedent			43
Additional Conditions Precedent to the Obligations of the Purchaser			44
Additional Conditions Precedent to the Obligations of the Company			44
Termination of the Arrangement Agreement			45
Termination Fee, Break-Up Fee and Expenses			46
Termination Fee Payable by the Company			46
Break-Up Fee Payable by the Purchaser			47
Expense Reimbursement Payable by the Company			47
Repayment of Existing Indebtedness of the Company			48
Liquidated Damages, Injunctive Relief and Liability Limitations			48
Liquidated Damages			48
Injunctive Relief			48
Liability Limitations			49
Amendment, Extension and Waiver			49
PRINCIPAL LEGAL MATTERS			49
Steps to Implementing the Arrangement and Timing			49
Regulatory Approvals			51
Key Non-Transportation Regulatory Approvals			51
Transportation Regulatory Approvals			52
Contractual Consents			53
Judicial Developments			53
Stock Exchange Listing and Status as a Reporting Issuer			53
INFORMATION CONCERNING THE COMPANY			54
Voting Securities			54
Take-Over Bid Protection			54
Constrained Share Provisions			56
Principal Holders of Voting Securities			56
Ownership of Shares by Directors and Officers			56
Previous Distributions of Shares			57
Supplementary Retirement Plans			58
Retiring Allowance			58
Financial Assistance Provided by the Company			59
Dividend Policy			59
Prior Valuations			59
Material Changes in the Affairs of the Company			59
Interest of Informed Persons in Material Transactions			59

Directors and Officers Insurance			60
Market Price And Trading Volume Data			60
Audit Committee			61
Auditors			61
Transfer Agent and Registrar			61
INFORMATION CONCERNING THE PURCHASER			61
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS			62
Holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares Resident in Canada			63
Disposition of Class A Subordinate Voting Shares or Class B Multiple Voting Shares			63
Dissenting Shareholders			63
Holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares Not Resident in Canada			63
Disposition of Class A Subordinate Voting Shares or Class B Multiple Voting Shares			63
Dissenting Shareholders			64
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS			64
Federal Income Tax Considerations for U.S. Holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares			66
Passive Foreign Investment Company Considerations			66
Federal Income Tax Considerations for Non-U.S. Holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares			66
Dissenting Shareholders			66
Information Reporting and Backup Withholding			67
DISSENTING SHAREHOLDERS’ RIGHTS			67
BENEFITS TO INSIDERS, AFFILIATES AND ASSOCIATES			70
COMMITMENTS TO VOTE IN FAVOUR OF THE ARRANGEMENT			70
EXPENSES OF THE ARRANGEMENT			70
PROCEDURES FOR THE SURRENDER OF SHARE CERTIFICATES AND PAYMENT OF CONSIDERATION			70
Letter of Transmittal			70
Depositary			71
Delivery and Payment of Consideration			71
RISK FACTORS			72
Risks Relating to the Arrangement			72
Risks Relating to the Company			73
ADDITIONAL INFORMATION			73
LEGAL MATTERS			73
QUESTIONS AND FURTHER ASSISTANCE			73
GLOSSARY OF TERMS			74
DIRECTORS’ APPROVAL			85
CONSENT OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED			86
CONSENT OF SCOTIA CAPITAL INC.			86

APPENDICES:
APPENDIX A		—		ARRANGEMENT RESOLUTION		A
APPENDIX B		—		PLAN OF ARRANGEMENT		B
APPENDIX C		—		ARRANGEMENT AGREEMENT		C
APPENDIX D-1		—		MERRILL LYNCH OPINION		D-1
APPENDIX D-2		—		SCOTIA CAPITAL OPINION		D-2
APPENDIX E		—		SECTION 190 OF THE CBCA		E
APPENDIX F		—		COURT DOCUMENTATION		F

CHC HELICOPTER CORPORATION

MANAGEMENT INFORMATION CIRCULAR

The Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of CHC Helicopter Corporation (the “Company”). The accompanying form(s) of proxy is for use at the Meeting and at any adjournment or postponement thereof and for the purposes set forth in the accompanying Notice of Meeting. A glossary of certain terms used in the Circular can be found on pages 74 to 84 of the Circular.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

The Company is incorporated under the laws of Canada. The solicitation of proxies in connection with the Meeting to consider the Arrangement Resolution approving the Arrangement described in the Circular involves securities of a Canadian issuer and is being effected in accordance with Canadian corporate and securities laws. The proxy solicitation rules under the U.S. Securities Exchange Act of 1934, as amended, are not applicable to the Company for this solicitation and therefore this solicitation is not being effected in accordance with U.S. laws. Shareholders should be aware that disclosure requirements under Canadian laws may be different from such requirements under U.S. laws. Shareholders should also be aware that requirements under Canadian laws may differ from requirements under U.S. corporate and securities laws relating to U.S. corporations.

The enforcement by Shareholders of civil liabilities under U.S. securities laws may be affected adversely by the fact that each of the Company and the Purchaser exist under the laws of Canada, that some or all of their respective officers and directors are not residents of the United States and that all or a substantial portion of their respective assets may be located outside the United States. Shareholders may not be able to sue a Canadian company or its officers or directors in a Canadian court for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a judgment of a U.S. court.

Certain information concerning tax consequences of the Arrangement for Shareholders who are U.S. taxpayers is set forth in “Certain Canadian Federal Income Tax Considerations — Holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares Not Resident in Canada” and “Certain U.S. Federal Income Tax Considerations”. Shareholders should be aware that the Arrangement described in the Circular may have tax consequences both in Canada and in the United States. Such consequences may not be described fully in the Circular. Shareholders should consult with their tax, financial, legal or other professional advisors to determine the particular tax consequences to them of the transactions contemplated by the Arrangement.

REPORTING CURRENCY

All amounts in the Circular are expressed in Canadian dollars (“Cdn.$” or “$”), unless otherwise indicated. References to “US$” are to U.S. dollars. On March 24, 2008, the exchange rate for one U.S. dollar expressed in Canadian dollars based on the noon exchange rate of the Bank of Canada was $1.0203.

CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS

The Circular contains forward-looking statements within the meaning of applicable Securities Laws. Such statements include, but are not limited to, statements relating to anticipated financial and operating results of the Company, the Company’s plans, objectives, expectations and intentions and other statements, including words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “will”, “should”, “continue”, “may” and other similar expressions. These forward-looking statements are based on certain facts and assumptions and reflect the Company’s current expectations. The reader should not place undue reliance on them. They involve known and unknown risks, uncertainties and other factors that may cause them to differ materially from the anticipated future results or expectations expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those set forth in the forward-looking statements include, but are not limited to: exchange rate fluctuation; inherent risk; trade credit risk; industry exposure; inflation; contract loss; inability to maintain government issued licences; inability to obtain necessary aircraft or insurance; competition; political, economic and regulatory uncertainty; loss of key personnel; pension risk; work stoppages due to labour disputes; international uncertainty; and future material acquisitions. These risk factors are further detailed in the Company’s current amended annual report on Form 20-F/A and other filings of the Company with the SEC and in the

Company’s current annual information form and other filings of the Company with the Securities Authorities of Canada. In addition to factors and matters referred to above, under “Risk Factors — Risks Relating to the Company”, or incorporated by reference herein, the Company believes the following factors relating to the Arrangement could cause actual results to differ materially from those discussed in the forward-looking statements: failure to satisfy the conditions to complete the Arrangement, including failure to receive required governmental authorities, shareholder, court, or third party approvals and/or consents; the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement; the delay of consummation of the Arrangement or the failure of the Arrangement to be completed for any other reason; and the amount of costs, fees and other expenses incurred in connection with the Arrangement. The forward-looking statements contained in the Circular are made as of the date of the Circular. The Company undertakes no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable Law.

INFORMATION CONTAINED IN THE CIRCULAR

Information contained in the Circular is given as of March 14, 2008, except as otherwise noted.

No person has been authorized to give information or to make any representations in connection with the Arrangement other than those contained in the Circular and, if given or made, any such information or representations should not be relied upon in making a decision as to how to vote on the Arrangement Resolution, or be considered to have been authorized by the Company or the Purchaser.

The Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

All summaries of, and references to, the Arrangement, the Arrangement Agreement, the Limited Guaranty and the Voting Agreement in the Circular are qualified in their entirety by reference, in the case of the Arrangement, to the complete text of the Plan of Arrangement attached as Appendix B to the Circular, in the case of the Arrangement Agreement, to the complete text of the Arrangement Agreement attached as Appendix C to the Circular, and in the case of the Limited Guaranty and the Voting Agreement, to the complete text of such agreements, each of which is filed on SEDAR at www.sedar.com.

Shareholders should not construe the contents of the Circular as legal, tax or financial advice and should consult with their own professional advisors as to the relevant legal, tax, financial or other matters in connection herewith.

THE CIRCULAR AND THE TRANSACTIONS CONTEMPLATED BY THE ARRANGEMENT AGREEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THE CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT

The Circular is provided in connection with the solicitation of proxies by and on behalf of management of the Company for use at the Meeting. In the Circular, “you” and “your” refers to the Shareholders.

The following are some questions that you may have regarding the Meeting and the Arrangement and answers to these questions. These questions and answers are not meant to be a substitute for the information contained in the remainder of the Circular. Shareholders are urged to read the entire Circular before making any decision.

Q:		Who is soliciting my proxy?
A:		Your proxy is being solicited by and on behalf of management of the Company for the purposes set out in the accompanying Notice of Meeting.
Q:		Where and when is the Meeting?
A:		The Meeting will be held in Richmond (Vancouver), British Columbia, Canada on Tuesday, April 29, 2008, at 4:00 p.m. (Vancouver time).
Q:		What am I voting on?
A:		You are being asked to vote to approve the Arrangement Resolution authorizing the Arrangement, which, among other things, will result in the acquisition by the Purchaser, an affiliate of a fund managed by First Reserve Corporation, of all of the Company’s outstanding Class A Subordinate Voting Shares and Class B Multiple Voting Shares. Once the Arrangement Resolution is approved and all necessary conditions to closing of the Arrangement Agreement have been satisfied or waived, including court approval, the Company will become an indirect subsidiary of a fund managed by First Reserve Corporation.
Q:		What will I receive in the Arrangement?
A:		If the Arrangement is completed, you will be entitled to receive $32.68 in cash for each outstanding Class A Subordinate Voting Share and Class B Multiple Voting Share that you own immediately prior to the Effective Time, less any amounts withheld for Taxes. The cash payment is payable in Canadian dollars only and without interest.
Q:		Am I entitled to receive notice of the Meeting and attend the Meeting?
A:		Yes, if you were a Shareholder as of the close of business on March 28, 2008, the Record Date for the Meeting, you are entitled to receive notice of, attend and be heard at the Meeting.
Q:		Am I entitled to vote?
A:		Yes, if you were a Shareholder on the Record Date for the Meeting, you are entitled to vote on the Arrangement Resolution. On March 24, 2008, there were 39,987,556 Class A Subordinate Voting Shares, 5,857,560 Class B Multiple Voting Shares and 22,000,000 Ordinary Shares outstanding. If you hold only Options, PSUs or SARs, you are not entitled to vote on the Arrangement Resolution.
Q:		What vote is required to approve the Arrangement Resolution?
A:		The Arrangement Resolution must be approved by (a) two-thirds of the votes cast on the Arrangement Resolution by the holders of Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares present in person or represented by proxy at the Meeting, voting as a single class, and (b) a majority of the votes cast on the Arrangement Resolution by the holders of Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares present in person or represented by proxy at the Meeting, each voting separately as a class and excluding the Shares beneficially owned or over which control or direction is exercised by certain members of management of the Company who will be acquiring equity in an affiliate of the Purchaser. See “Particulars of the Arrangement — Shareholder Approval of the Arrangement” for more information on approval of the Arrangement by Shareholders.

Q:		How does the Board of Directors recommend that I vote?
A:		The Board of Directors unanimously recommends (subject to the abstention of Sylvain Allard, President and Chief Executive Officer of the Company, as an interested director) that Shareholders vote FOR the Arrangement Resolution to approve the Arrangement. The Board of Directors, based in part on the Fairness Opinions and the recommendation of the Strategic Review Committee, has unanimously determined (subject to such abstention) that the Consideration to be received by the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares pursuant to the Arrangement is fair to such holders and that the Arrangement is in the best interests of the Company. See “Background to and Reasons for the Arrangement” for more information on certain factors considered by the Board of Directors in making their recommendation.
Q:		How can I vote my Shares?
A:		You can vote your Shares by either attending and voting your Shares at the Meeting or by having your Shares voted by proxy. Completed proxies for the Class A Subordinate Voting Shares and Class B Multiple Voting Shares must be received by the Transfer Agent by no later than 7:00 p.m. (Toronto time) on April 25, 2008 or in the case of any adjournment(s) or postponement(s) of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays or holidays) before the adjourned or postponed Meeting. How you exercise your vote depends on whether you are a Registered Shareholder or a Non-Registered Shareholder. Shareholders (in each case on the Record Date) are entitled to one vote for each Class A Subordinate Voting Share held, ten votes for each Class B Multiple Voting Share held and one vote for every ten Ordinary Shares held.
		Registered Shareholders
		If you were a Registered Shareholder on the Record Date, you can attend and vote at the Meeting, together with all other Registered Shareholders. Alternatively, you can submit your completed proxy for your Class A Subordinate Voting Shares or Class B Multiple Voting Shares to the Transfer Agent via the internet or by signing, dating and returning the enclosed form(s) of proxy in the postage paid envelope provided, or in the case of a postal disruption, by facsimile, so that such shares can be voted at the Meeting. See “The Meeting and Solicitation of Proxies — Appointment of Proxies” and “The Meeting and Solicitation of Proxies — Attendance and Voting” for more information on voting your Shares.
		Non-Registered Shareholders
		If you are a Non-Registered Shareholder and your Shares are held on your behalf, or for your account, by a Nominee, you are not entitled to vote at the Meeting unless you carefully follow the instructions provided by such Nominee. See “The Meeting and Solicitation of Proxies — Non-Registered Shareholders” and “The Meeting and Solicitation of Proxies — Attendance and Voting” for more information on voting your Shares.
Q:		Who votes my Shares if I return a completed proxy?
A:		Signing the enclosed form(s) of proxy gives authority to Mark D. Dobbin, Chairman of the Company, or Sir Bob Reid, Director of the Company, to vote your Shares. You can appoint someone else to vote your Shares at the Meeting; however, you must appoint that person by inserting his or her name in the appropriate space on the proxy form, or completing another acceptable paper proxy. The person you appoint does not need to be a Shareholder, but must attend the Meeting in order for your vote to be cast. See “The Meeting and Solicitation of Proxies — Voting Proxies” for more information on returning a completed proxy.
Q:		What does it mean if I receive more than one form of proxy?
A:		If you hold more than one class of Shares or your Shares are registered differently or are in more than one account, you will receive more than one form of proxy. Please complete and return all the forms of proxy you receive to ensure that all your Shares are voted.
Q:		What happens if I do not indicate how to vote my proxy?
A:		If you sign and send in your proxy without providing instructions with respect to your proxy, your Shares will be voted FOR the Arrangement Resolution. The person you appoint to vote on your behalf may vote as he or she sees fit on any amendment or variation to any of the matters identified in the Notice of Meeting and any other matters that may properly be brought before the Meeting. As of the date of the Circular,

		neither the Board of Directors nor management of the Company is aware of any variation, amendment or other matter to be presented for a vote at the Meeting.
Q:		If I change my mind about my vote, can I take back my proxy once I have given it?
A:		Yes, if you are a Registered Shareholder, you may revoke your proxy by depositing an instrument executed by you or your attorney authorized in writing (a) to the registered office of the Company at 4740 Agar Drive, Richmond, British Columbia, Canada V7B 1A3 (Attention: Corporate Secretary), at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) of the Meeting, or (b) with the Chair of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) of the Meeting. You may also revoke your proxy in any other manner permitted by Law. If you are a Registered Shareholder voting via the internet you may revoke your previous vote at any time provided it is done by no later than 7:00 p.m. (Toronto time) on April 25, 2008 (or if the Meeting is adjourned or postponed, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed Meeting) by submitting a subsequent online proxy which subsequent proxy received in good order will be used to register your vote.
		If you are a Non-Registered Shareholder and you change your mind with regard to your voting instructions, you should contact your Nominee to discuss what procedure to follow if you wish to provide new voting instructions. A Nominee may not be able to act on a revocation of a voting instruction unless received at least seven days prior to the Meeting.
		See “The Meeting and Solicitation of Proxies — Revocation of Proxies” for more information on revocation of proxies.
Q:		In addition to the approval of Shareholders, are there any other approvals required for the Arrangement?
A:		Yes, the Arrangement requires the approval of the Court and is also subject to the receipt of certain Regulatory Approvals. Completion of the Arrangement is subject to certain other conditions as described under “Summary of Arrangement Agreement — Mutual Conditions Precedent”, “Summary of Arrangement Agreement — Additional Conditions Precedent to the Obligations of the Purchaser” and “Summary of Arrangement Agreement — Additional Conditions Precedent to the Obligations of the Company”.
Q:		Will Class A Subordinate Voting Shares or Class B Multiple Voting Shares continue to be listed on the TSX and NYSE, as applicable, after the Arrangement?
A:		No. All Class A Subordinate Voting Shares and Class B Multiple Voting Shares will be owned by the Purchaser. The Company understands that such shares will be delisted from the TSX and the NYSE, as applicable, soon after the Arrangement is completed.
Q:		What if ownership of Shares has been transferred after March 28, 2008?
A:		Only persons on the list of Registered Shareholders maintained by the Transfer Agent, in the case of Class A Subordinate Voting Shares and Class B Multiple Voting Shares, and maintained by the Company in the case of Ordinary Shares, on the Record Date for the Meeting are entitled to vote at the Meeting.
Q:		How will the votes be counted?
A:		CIBC Mellon Trust Company, the Company’s Transfer Agent, counts the votes in order to ensure unbiased counting.
Q:		Does any Shareholder, directly or indirectly, beneficially own or exercise control or direction over 10% or more of the Class A Subordinate Voting Shares, Class B Multiple Voting Shares or Ordinary Shares outstanding?
A:		Yes, as of March 24, 2008, the Estate indirectly owns approximately 14% of the outstanding Class A Subordinate Voting Shares, 95% of the outstanding Class B Multiple Voting Shares and 100% of the outstanding Ordinary Shares. Pursuant to the Voting Agreement, the Estate has agreed to vote all of the Shares it owns in favour of the Arrangement Resolution, subject to the terms of that agreement. See “Particulars of the Arrangement — Voting Agreement”.

Q:		When will the Arrangement be implemented?
A:		The Company and the Purchaser will implement the Arrangement if and when all of the conditions to closing have been satisfied or waived (where permitted). See “Summary of Arrangement Agreement — Mutual Conditions Precedent”, “Summary of Arrangement Agreement — Additional Conditions Precedent to the Obligations of the Purchaser” and “Summary of Arrangement Agreement — Additional Conditions Precedent to the Obligations of the Company”. Because the Arrangement is subject to a number of conditions, some of which are beyond the Company’s and the Purchaser’s control, the exact timing of implementation of the Arrangement is not currently known. The Company and the Purchaser currently expect the closing to occur in June 2008. Either the Purchaser or the Company may terminate the Arrangement Agreement if the Arrangement has not been completed by July 22, 2008 or, if such Outside Date is extended in accordance with the terms of the Arrangement Agreement, including an extension by either of the Parties for the purposes of obtaining the Key Non-Transportation Regulatory Approvals and/or the Transportation Regulatory Approvals, the extended Outside Date.
Q:		What will happen to my Shares after the completion of the Arrangement?
A:		Upon completion of the Arrangement, your Class A Subordinate Voting Shares or Class B Multiple Voting Shares will be transferred to the Purchaser and you will be entitled to receive the consideration of $32.68 per share or the fair value of such shares if you validly exercise Dissent Rights, less any amounts required or permitted to be deducted under any applicable Law.
Q:		When can I expect to receive consideration for my Class A Subordinate Voting Shares and Class B Multiple Voting Shares?
A:		If you are a Registered Shareholder, as soon as possible after the completion of the Arrangement and upon receipt by the Depositary from you of a duly completed and executed Letter(s) of Transmittal together with your certificates representing Class A Subordinate Voting Shares or Class B Multiple Voting Shares and such additional documents and instruments as the Depositary may reasonably require, the Depositary will make a payment to you of $32.68 per share, less any amounts required or permitted to be deducted under any applicable Law, including the Tax Act and the Code. If you hold your Class A Subordinate Voting Shares or Class B Multiple Voting Shares through a Nominee, your Nominee should surrender your Class A Subordinate Voting Shares or Class B Multiple Voting Shares in exchange for $32.68 per share (less any amounts required or permitted to be deducted under any applicable Law, including the Tax Act and the Code) following completion of the Arrangement.
		See “Procedures for the Surrender of Share Certificates and Payment of Consideration” for more information on payment of consideration.
Q:		Should I send my share certificates for Class A Subordinate Voting Shares and Class B Multiple Voting Shares to the Depositary now?
A:		You are not required to send your certificates representing Class A Subordinate Voting Shares or Class B Multiple Voting Shares to validly cast your vote in respect of the Arrangement Resolution. However, you must send in your share certificates representing Class A Subordinate Voting Shares or Class B Multiple Voting Shares in addition to a duly completed and executed Letter(s) of Transmittal (forms of which accompany the Circular) and such additional documents and instruments as the Depositary may reasonably require in order to receive payment for such shares. See “Procedures for the Surrender of Share Certificates and Payment of Consideration — Letter of Transmittal” for more information on Letter(s) of Transmittal.
Q:		Am I entitled to dissent rights?
A:		Pursuant to the Interim Order, registered holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares have a right to dissent in respect of the Arrangement Resolution. Registered holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares who properly exercise their Dissent Rights will be entitled, subject to certain conditions, to be paid the fair value for their Class A Subordinate Voting Shares or Class B Multiple Voting Shares. If you wish to dissent, you must provide written notice to the registered office of the Company at 4740 Agar Drive, Richmond, British Columbia, Canada V7B 1A3 (Attention: Corporate Secretary). Such written notice must be received by the Company not later than 5:00 p.m. (Vancouver time) on

		April 25, 2008 (or not later than 5:00 p.m. (Vancouver time) on the business day which is two business days immediately preceding the date of the Meeting as it may be adjourned or postponed from time to time) in the manner described under the heading “Dissenting Shareholders’ Rights”. It is important that you strictly comply with this requirement and the other requirements of the Dissent Procedures. Failure to strictly comply with the Dissent Procedures will result in the loss or unavailability of your Dissent Rights. Only registered holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares may exercise Dissent Rights. Accordingly, a non-registered holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares wishing to have Dissent Rights exercised on their behalf should contact their Nominee. See “Dissenting Shareholders’ Rights” for more information on Dissent Rights.
Q:		Will I receive the dividends that have been declared by the Company?
A:		On September 12, 2007, the Company declared a dividend of $0.50 per Class A Subordinate Voting Share and Class B Multiple Voting Share, payable quarterly. Amounts of $0.125 per such share were paid on November 7, 2007 and February 6, 2008 in respect of such dividend. An amount of $0.125 per such share will be paid on May 7, 2008 to Shareholders of record as of the close of business on April 23, 2008 and on August 6, 2008 to Shareholders of record as of the close of business on July 23, 2008, in each case in respect of such dividend. Shareholders will not receive these payments to the extent the Arrangement is completed on or prior to the applicable record date. Under the terms of the Arrangement Agreement, the declaration or payment of any additional dividend (other than the dividend declared on September 12, 2007) prior to the completion of the Arrangement, or the setting of a record date in respect of such dividend, would result in a reduction in the $32.68 price per Class A Subordinate Voting Share and Class B Multiple Voting Share to be paid by the Purchaser pursuant to the Arrangement by an amount equal to the value of such additional dividend. Accordingly, the Board of Directors does not intend to declare any additional dividends prior to the completion of the Arrangement unless the Arrangement Agreement is terminated and then only in its discretion.
Q:		What are the tax consequences of the Arrangement to me?
A:		Your receipt of the Consideration under the Arrangement in exchange for your Class A Subordinate Voting Shares or Class B Multiple Voting Shares will be a taxable transaction. Your tax consequences will depend on your particular situation. You should consult your own tax advisor for a full understanding of the applicable federal, provincial, state, local, foreign and other tax consequences to you resulting from the Arrangement. See “Certain Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations” for more information on certain tax consequences of the Arrangement.
Q:		How can I contact the Transfer Agent?
A:		You can contact the Transfer Agent at:
		CIBC Mellon Trust Company P.O. Box 7010 Adelaide Postal Station, Toronto Ontario, Canada M5C 2W9 Telephone: 1-800-387-0825 (within North America) or 416-643-5501 Facsimile: 1-866-781-3111 (within North America) or 416-368-2502 E-mail: inquiries@cibcmellon.com
Q:		Who can I contact if I have other questions?
A:		Shareholders who have questions about deciding how to vote should contact their professional advisors. Shareholders who have additional questions about the Arrangement, including the procedures for voting should contact our proxy solicitation agent, Kingsdale Shareholder Services Inc., toll free at 1-866-879-7650 or using the other contact details listed on the back page of the Circular.

THE MEETING AND SOLICITATION OF PROXIES

Date, Time and Place of Meeting

The Meeting will be held on Tuesday, April 29, 2008 at 4:00 p.m. (Vancouver time) at The Fairmont Vancouver Airport, 3111 Grant McConachie Way, Richmond (Vancouver), British Columbia, Canada V7B 1X9.

Record Date

The Record Date for the Meeting as fixed by the Board of Directors and confirmed by the Interim Order is March 28, 2008. Shareholders of record on the Record Date are entitled to receive notice of, attend and vote at the Meeting or any adjournment(s) or postponement(s) thereof. The failure of any Shareholder to receive notice of the Meeting does not deprive the Shareholder of the right to vote at the Meeting.

Purpose of the Meeting

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to approve, with or without variation, the Arrangement Resolution, attached as Appendix A to the Circular.

Solicitation of Proxies

The information contained in the Circular is furnished in connection with the solicitation of proxies to be used at the Meeting for the purposes set forth in the accompanying Notice of Meeting. The solicitation of proxies by the Circular is being made by and on behalf of the Company’s management. The solicitation will be made by mail, but proxies may also be solicited by management, without special compensation. The cost of solicitation will be borne by the Company.

The Company has retained Kingsdale Shareholder Services Inc. to solicit proxies in Canada and the United States at an estimated cost of $70,000 plus a “per call” fee of $6.00 for each telephone call made by Shareholders to Kingsdale Shareholder Services Inc. or by Kingsdale Shareholder Services Inc. to Shareholders in connection with the solicitation, which will be paid by the Company. The Company has also agreed to reimburse Kingsdale Shareholder Services Inc. for certain out-of-pocket expenses and to indemnify it against certain liabilities arising out of or in connection with its engagement.

The Company may also retain one or both of the Financial Advisors to act as a soliciting dealer manager. If retained, a soliciting dealer group will be formed by such retained Financial Advisor(s) which will consist of members of the Investment Dealers Association of Canada and members of the TSX. If a soliciting dealer group is formed, then the Company expects that it will pay members of the soliciting dealer group customary solicitation fees and the Company will provide notice of such event by press release and/or such other means as the Company may determine.

The Company will not pay any fees or commissions to any broker or dealer or any other person for soliciting the deposit of Class A Subordinate Voting Shares or Class B Multiple Voting Shares pursuant to the Arrangement.

Appointment of Proxies

Shareholders unable to attend the Meeting should complete, date, sign and return the accompanying form(s) of proxy. The persons named in the accompanying form(s) of proxy are directors of the Company. You have the right to appoint someone else to represent you at the Meeting. Shareholders who wish to appoint some other person to represent them at the Meeting may do so by inserting such person’s name in the appropriate space provided in the form(s) of proxy. Such other person need not be a Shareholder of the Company but must attend the Meeting in order for the Shareholder’s vote to be cast.

A Registered Shareholder may vote by proxy by one of the following three methods: (i) use of the paper form(s) of proxy to be returned by mail or delivery; (ii) via the internet in the case of holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares; or (iii) by facsimile in the event of a postal disruption. The methods for using each of these procedures are described below:

Voting by Mail or Delivery. A Registered Shareholder may vote by mail or delivery by completing, dating and signing the enclosed form(s) of proxy and returning it using the envelope provided for that purpose. To be used at the Meeting, completed proxies for the Class A Subordinate Voting Shares and the Class B Multiple Voting Shares

must be received by the Company’s transfer agent, CIBC Mellon Trust Company: (a) at P.O. Box 721, Agincourt, Ontario, Canada M1S 0A1 (Attention: Proxy Department) for deliveries by mail; or (b) at 199 Bay Street, Commerce Street West, Securities Level, Toronto, Ontario, Canada M5L 1G9 (Attention: Courier Window) for deliveries by courier or by hand, in each case, by no later than 7:00 p.m. (Toronto time) on April 25, 2008 or, in the case of any adjournment(s) or the postponement(s) of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned or postponed Meeting.

Internet Voting. A Registered Shareholder may vote the Class A Subordinate Voting Shares or Class B Multiple Voting Shares by proxy over the internet by accessing the following websites, as applicable:

	•		Class A Subordinate Voting Shares — www.eproxyvoting.com/chcclassa; or
	•		Class B Multiple Voting Shares — www.eproxyvoting.com/chcclassb.

In order to submit a proxy via the internet, you will be asked to enter the 13 digit control number which is provided on the enclosed form(s) of proxy. Your voting instructions will then be conveyed electronically over the internet. Registered Shareholders may vote over the internet at any time provided that such vote is conveyed by no later than 7:00 p.m. (Toronto time) on April 25, 2008, or, in the case of any adjournment(s) or postponement(s) of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned or postponed Meeting. Please see the enclosed form(s) of proxy for additional information on internet voting.

Voting by Facsimile. In the case of postal disruptions, a registered holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares may vote by facsimile by completing, dating and signing the enclosed form(s) of proxy and returning it by facsimile to CIBC Mellon Trust Company at 1-866-781-3111 (within North America) or 416-368-2502. The completed form(s) of proxy must be received by no later than 7:00 p.m. (Toronto time) on April 25, 2008 or, in the case of any adjournment(s) or postponement(s) of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned or postponed Meeting.

The method by which the holder of Ordinary Shares may vote by proxy is described in the form of proxy provided for such shares.

If you have any questions or require any assistance regarding voting your Shares, please contact the Company’s proxy solicitation agent, Kingsdale Shareholder Services Inc., toll free at 1-866-879-7650 or using the other contact details listed on the back page of the Circular.

The execution or exercise of a proxy does not constitute a Notice of Dissent for purposes of the Dissent Procedures. Only registered holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares are entitled to dissent. See “Dissenting Shareholders’ Rights”.

Form of Proxy

The form(s) of proxy accompanying the Circular affords a Shareholder with the opportunity to specify whether the Shares registered in the Shareholder’s name will be voted FOR or AGAINST the Arrangement Resolution.

Attendance and Voting

Only Registered Shareholders on the Record Date, or the person they appoint as their proxies, are entitled to attend and vote on all matters that may properly come before the Meeting in respect of which their vote is required.

Holders of Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares, in each case of record, on the Record Date are entitled to one vote for each Class A Subordinate Voting Share held, ten votes for each Class B Multiple Voting Share held and one vote for every ten Ordinary Shares held.

Non-Registered Shareholders

In many cases, Shares beneficially owned by a holder (a “Non-Registered Shareholder”) are registered either:

(a)

in the name of a Nominee that the Non-Registered Shareholder deals with in respect of the Shares (such as banks, trust companies, securities dealers and brokers, trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, and their nominees); or

(b)

in the name of a clearing agency (such as CDS) of which the Nominee is a participant.

In accordance with the requirements of the CBCA and the Securities Laws of Canada, the Company has distributed copies of the Meeting Materials to CDS and the Nominees for onward distribution to Non-Registered Shareholders.

Applicable Securities Laws require Nominees to seek voting instructions from Non-Registered Shareholders in advance of the Meeting. Every Nominee has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Shares are voted at the Meeting. Often, the form of proxy supplied to a Non-Registered Shareholder by its Nominee is identical to the form of proxy provided to Registered Shareholders. However, its purpose is limited to instructing the Nominee how to vote on behalf of the Non-Registered Shareholder. The majority of Nominees now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically prepares a VIF and mails the VIF to the Non-Registered Shareholders and asks Non-Registered Shareholders to return the VIF to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the Shares to be presented at the Meeting. A Non-Registered Shareholder receiving a VIF from Broadridge cannot use that VIF to vote Shares directly at the Meeting. The VIF must be returned to Broadridge well in advance of the Meeting in accordance with the instructions accompanying the VIF in order to have the Shares voted.

Revocation of Proxies

A Registered Shareholder may revoke a proxy by depositing an instrument executed by such shareholder or his/her attorney authorized in writing (a) to the registered office of the Company at 4740 Agar Drive, Richmond, British Columbia, Canada V7B 1A3 (Attention: Corporate Secretary), at any time up to and including the last business day preceding the date of the Meeting or any adjournment(s) or postponement(s) of the Meeting, or (b) with the Chair of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) of the Meeting. A Registered Shareholder may also revoke a proxy in any other manner permitted by Law.

Registered Shareholders voting via the internet may revoke their previous vote at any time provided it is done by no later than 7:00 p.m. (Toronto time) on April 25, 2008 (or if the Meeting is adjourned or postponed, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjourned or postponed Meeting) by submitting a subsequent online proxy which subsequent proxy received in good order will be used to register such shareholders’ vote.

If you are a Non-Registered Shareholder and you change your mind with respect to your voting instructions, you should contact your Nominee to discuss what procedure to follow if you wish to provide new voting instructions. A Nominee may not be able to act on a revocation of a voting instruction unless received at least seven days prior to the Meeting.

Voting Proxies

Signing the enclosed form(s) of proxy gives authority to Mark D. Dobbin, Chairman of the Company, or Sir Bob Reid, Director of the Company, to vote your Shares. If you sign and send in your proxy without providing instructions with respect to your proxy, your Shares will be voted by the Company’s nominees FOR the Arrangement Resolution.

The accompanying form(s) of proxy confers discretionary authority upon the directors of the Company designated in the proxy with respect to amendments or variations to any of the matters identified in the Notice of Meeting and with respect to any other matters that may properly come before the Meeting. As of the date of the Circular, neither the Board of Directors nor management is aware of any amendment, variation or other matter to be presented for a vote at the Meeting.

BACKGROUND TO AND REASONS FOR THE ARRANGEMENT

Background to the Arrangement

At a meeting of the Board of Directors held on June 26, 2007, Mr. Mark D. Dobbin, Chairman of the Company, advised the Board that he had been contacted by several parties inquiring as to whether the Company would be interested in exploring the potential sale of the Company, including First Reserve Corporation. Mr. Dobbin proposed to the Board of Directors that, given this interest, it would be appropriate for the Board to explore strategic alternatives for the Company, including a possible sale. At the invitation of the Board, a representative of Scotia Capital discussed with the Board the nature of the communications received and reviewed with the Board types of entities that might be interested in acquiring the Company.

At that meeting, Mr. Dobbin reviewed with the Board of Directors his role as executor of the Estate. The Estate directly or indirectly holds approximately 14% of the outstanding Class A Subordinate Voting Shares, 95% of the outstanding Class B Multiple Voting Shares and 100% of the outstanding Ordinary Shares, representing approximately 62.7% of the votes attached to all outstanding Shares. Mr. Dobbin, as the executor of the Estate, directs the voting of the Estate’s holdings in the Company. Mr. Dobbin indicated that, while the Estate might consider supporting a sale transaction, it would be through a process established and controlled by the Board of Directors. Mr. Dobbin advised the Board that he had no interest in acquiring the Company, through the Estate or otherwise, or financially participating in any potential buying group. Mr. Dobbin stated that he expected that the terms of any transaction would provide identical consideration to the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares. In addition, Mr. Dobbin advised the Board that he anticipated that the Company would execute confidentiality agreements with any prospective purchaser containing “standstill” provisions that would prevent any such purchaser from entering into an agreement with the Estate to acquire the Estate’s Shares without the consent of the Board of Directors.

At that meeting, the Board of Directors also discussed the possibility of merger or similar transactions with other entities that operate in the Company’s industry or related sectors. The Board of Directors concluded, having regard to the potential interests of management in any transaction and the fact that it wished to explore a range of alternatives, that it would be advisable to establish a strategic review committee comprised of non-management directors. Accordingly, the Board of Directors formed a strategic review committee (the “Strategic Review Committee”) to solicit, consider and evaluate strategic alternatives with a view to enhancing shareholder value and to make recommendations in respect thereof to the Board. The Strategic Review Committee was comprised of Messrs Carty, Mintz, Stinson and Sir Bob Reid, with Mr. Dobbin serving as Chair. At that meeting, Ogilvy Renault LLP and the Financial Advisors were formally appointed as legal advisors and financial advisors, respectively, to the Board of Directors.

On July 25, 2007, the Financial Advisors presented to the Board of Directors various financial and strategic alternatives that might be considered and noted that, as a result of recent volatility in the credit markets, buy-out transactions from financial institutions such as private equity firms were challenging to finance and expensive to execute. The Board of Directors determined that, in light of such credit conditions, the Company would not solicit expressions of interest for a sale transaction at that time, but would continue to investigate other strategic opportunities.

Late in the summer and into the fall of 2007, the Strategic Review Committee considered a potential strategic combination with a party in the aviation sector. The Company entered into a non-disclosure agreement with such party in order to explore the possibility of such a combination. Following preliminary discussions, the Company and such party mutually agreed to terminate discussions.

In September 2007, following the receipt of expressions of interest from certain financial sponsors, including First Reserve Corporation, the Board of Directors asked the Financial Advisors to undertake a confidential targeted sale process of the Company. The Financial Advisors reviewed with the Board the parties that they considered most likely to pay the highest price for the Class A Subordinate Voting Shares and the Class B Multiple Voting Shares. The Financial Advisors then contacted a targeted group of nine potential purchasers in October 2007, including First Reserve Corporation, to gauge their interest in a possible sale transaction.

Over the next several weeks, the Company, with the assistance of Ogilvy Renault LLP and the Financial Advisors negotiated confidentiality and standstill agreements with five interested financial purchasers. Each of the interested

parties was provided with a confidential information memorandum and a financial forecast prepared by management of the Company and was given an opportunity to receive presentations from management. Management provided presentations to, and responded to various information requests from, four of the five interested parties. At the direction of the Strategic Review Committee, the interested parties were not permitted to discuss potential employment or other arrangements with management of the Company, including the terms of any equity participation by management in any acquisition vehicle or in the Company following completion of a transaction.

As a result of this process, the Company ultimately received six non-binding, preliminary and highly conditional indications of prices potentially payable by these five financial sponsors together with a sixth potential financial sponsor for all outstanding Class A Subordinate Voting Shares and Class B Multiple Voting Shares, which initial proposals ranged in value from $30 to $35 per share. Following discussions with the Financial Advisors, the Strategic Review Committee determined, at a meeting on November 20, 2007, to permit First Reserve Corporation to conduct due diligence. In determining to allow First Reserve Corporation to conduct due diligence at this stage, the Strategic Review Committee considered, among other things, the relative strengths of the expressions of interest received (including the execution risk associated with each proposal), the demands placed on management as a consequence of the diligence process, having regard to the obligations of management to manage the Company’s business and the fact that the Strategic Review Committee could, at any time, authorize other interested parties to conduct due diligence. Management of the Company was instructed to assemble an electronic data room of information to allow First Reserve Corporation to conduct its due diligence. First Reserve Corporation was first given access to this data room on November 21, 2007. Ogilvy Renault LLP was instructed to provide draft transaction documentation to First Reserve Corporation’s counsel and did so on December 13, 2007.

At a meeting of the Board of Directors held on December 10, 2007, the Strategic Review Committee and the Financial Advisors provided an update to the Board. The Board of Directors was advised that First Reserve Corporation expected to complete its due diligence investigations by early January, which would be followed by a period during which it would seek financing commitments. The Board was also advised that one of the previously interested parties had withdrawn from the process principally due to debt market conditions.

Between December 10, 2007 and January 16, 2008, First Reserve Corporation and the Company and their respective advisors had several discussions to negotiate the terms and conditions of the transaction documentation, including, among other things, (a) the amount of, and circumstances pursuant to which, the Company would be required to pay the Termination Fee, (b) the amount of, and circumstances pursuant to which, the Purchaser would be required to pay the Break-Up Fee, (c) the nature of the recourse the Company would have in the event of a breach of the transaction documents by the Purchaser, and (d) the consideration to be offered per Class A Subordinate Voting Share and per Class B Multiple Voting Share. During this period, First Reserve Corporation was authorized by the Chair of the Strategic Review Committee to begin discussions with management of the Company regarding potential management equity participation in any purchase vehicle sponsored by First Reserve Corporation. The first such discussion took place on December 29, 2007.

The Strategic Review Committee met on January 16, 2008 to review the status of negotiations. At this meeting, the Financial Advisors advised the Committee that the other potentially interested parties canvassed by them had confirmed that they would only be interested in a sale transaction, if at all, that was inferior to the First Reserve Corporation proposal.

Representatives of First Reserve Corporation and its legal advisors met with the Chair of the Strategic Review Committee, Ogilvy Renault LLP and the Financial Advisors on January 24, 2007 for an “in person” negotiating session. Amongst other matters discussed at this meeting were the relative values of the proposed Termination Fee and Break-Up Fee and when such fees would be payable, the recourse that would be available to the Company in the event of a breach of the Arrangement Agreement by the Purchaser, the proposed conditions to completion of the Arrangement and the timing of any transaction.

On February 12, 2008, the Chair of the Strategic Review Committee met with a representative of First Reserve Corporation. At that meeting, Mr. Dobbin was advised that, based on the diligence investigation and the discussions between First Reserve Corporation and potential providers of debt financing, First Reserve Corporation would, subject to a number of conditions (including finalizing the Commitment Letter), be willing to propose a transaction to the Strategic Review Committee and the Board of Directors at a price of $32.00 per Class A Subordinate Voting Share and Class B Multiple Voting Share. Following negotiation, this amount was subsequently increased to $32.75

per Class A Subordinate Voting Share and Class B Multiple Voting Share. The First Reserve Corporation proposal provided, among other things, that the per share price would be reduced by the amount of any dividends paid by the Company, including the dividends of $0.125 per Class A Subordinate Voting Share and Class B Multiple Voting Share declared by the Company on September 12, 2007 and payable on May 7, 2008 and August 6, 2008 (to shareholders of record as of the close of business on April 23, 2008 and July 23, 2008, respectively).

That evening, Mr. Dobbin discussed the First Reserve Corporation proposal with the Financial Advisors and Ogilvy Renault LLP. The next morning, Mr. Dobbin met with the representative of First Reserve Corporation to advise him that the Strategic Review Committee would be willing to review an offer of $32.75 per Class A Subordinate Voting Share and Class B Multiple Voting Share, but only if certain other terms of the First Reserve Corporation proposal were improved, including the proposed quantums of the Termination Fee and Break-Up Fee.

On February 15, 2008, First Reserve Corporation submitted a written proposal for $32.75 per Class A Subordinate Voting Share and Class B Multiple Voting Share to the Board of Directors, along with the Commitment Letter, which proposal was subject to negotiating and finalizing definitive documentation.

On February 21, 2008, the Strategic Review Committee and the Board of Directors met to consider the First Reserve Corporation proposal and received an update as to the status of the documentation. The Arrangement Agreement and the Plan of Arrangement were described in detail to the Strategic Review Committee and the Board of Directors.

The Financial Advisors reviewed the expressions of interest received from other parties with the Board of Directors and noted that the First Reserve Corporation proposal was superior to the other expressions of interest.

With members of management absent, the Financial Advisors summarized their approaches to assessing the fairness of the consideration offered by the Purchaser, from a financial point of view, to the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares. Merrill Lynch provided its oral opinion that the proposed consideration to be received by the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares pursuant to the First Reserve Corporation proposal would be fair, from a financial point of view, to such holders (other than any such holders who may become affiliates of, or direct or indirect investors in, the Purchaser or its parent company). Scotia Capital also provided its oral opinion that the proposed consideration to be received by the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares (other than the Purchaser and its affiliates and certain management Shareholders) pursuant to the First Reserve Corporation proposal would be fair, from a financial point of view, to such shareholders.

To facilitate certain determinations required to be made with respect to the redemption of the Ordinary Shares pursuant to the Arrangement, on February 21, 2008 the Board of Directors formed a special committee of unrelated directors (see “Particulars of the Arrangement — Redemption of the Ordinary Shares”). This special committee was also charged with making certain determinations under MI 61-101 (see “Particulars of the Arrangement — Canadian Securities Laws Matters”).

The Board of Directors noted that since the timing of completion of the Arrangement was uncertain, the per share consideration under the terms of the First Reserve Corporation proposal could be reduced by up to $0.25 upon payment of previously-declared dividends. It was decided that the Chairman would contact First Reserve Corporation requesting certain improvements to the proposal.

At 4:00 p.m. on February 21, 2008, the Board of Directors reconvened to discuss the day’s developments. The Chairman reported on the results of negotiations with First Reserve Corporation, indicating that First Reserve Corporation would offer a price per Class A Subordinate Voting Share and Class B Multiple Voting Share of $32.68, without any adjustment for the payment of previously-declared dividends and had agreed to the other improvements requested by the Board. Ogilvy Renault LLP advised the Board that legal counsel to First Reserve Corporation had indicated it would need more time to review certain documents produced by the Company in connection with the preparation of the Company Disclosure Letter before a binding agreement could be entered into. The Board of Directors authorized legal counsel to finalize the transaction documentation and the meeting was adjourned until 7:00 a.m. the following day pending confirmation that First Reserve Corporation had completed its due diligence and that documentation was complete.

At 7:00 a.m. on February 22, 2008, the Board of Directors reconvened and each of the Financial Advisors orally confirmed their opinions (subsequently confirmed in writing) as to fairness, from a financial point of view, of the offer price of $32.68. Ogilvy Renault LLP reported that First Reserve Corporation had completed its due diligence and that the transaction documentation had been agreed to by the parties. After considering the opinions of the Financial Advisors, the recommendation of the Strategic Review Committee and the various factors described below, and after discussion, the Board of Directors unanimously resolved (subject to the abstention of Sylvain Allard, President and Chief Executive Officer of the Company, as an interested director) that the Consideration of $32.68 for each Class A Subordinate Voting Share and each Class B Multiple Voting Share to be received by the holders of such shares pursuant to the Arrangement is fair, that the Arrangement is in the best interests of the Company, and approved the execution and delivery of the Arrangement Agreement by the Company and determined that it would recommend that Shareholders vote FOR the Arrangement Resolution.

Prior to 9:00 a.m. on February 22, 2008, the Company entered into the Arrangement Agreement with the Purchaser and the Purchaser and the Estate (along with certain entities the Estate controls) entered into the Voting Agreement. The Company then announced by news release that the Arrangement Agreement had been entered into.

Recommendation of the Strategic Review Committee

The Strategic Review Committee, based in part on the Fairness Opinions, has unanimously determined that the Consideration to be received by the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares pursuant to the Arrangement is fair to such holders and that the Arrangement is in the best interests of the Company. Accordingly, the Strategic Review Committee unanimously recommended to the Board of Directors that the Company enter into the Arrangement Agreement and that the Board of Directors recommend to Shareholders that they vote FOR the Arrangement Resolution.

Recommendation of the Board of Directors

The Board of Directors, based in part on the Fairness Opinions and the recommendation of the Strategic Review Committee, has unanimously determined (subject to the abstention of Sylvain Allard, President and Chief Executive Officer of the Company, as an interested director) that the Consideration to be received by the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares pursuant to the Arrangement is fair to such holders and that the Arrangement is in the best interests of the Company and has authorized the submission of the Arrangement Resolution to Shareholders for their approval at the Meeting. The Board of Directors has also unanimously determined (subject to such abstention) to recommend to Shareholders that they vote FOR the Arrangement Resolution. Each director intends to vote his or her Shares for the Arrangement Resolution.

Reasons for the Arrangement

In reaching its conclusion that the Consideration to be received by the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares pursuant to the Arrangement is fair to such holders, that the Arrangement is in the best interests of the Company and in the Board of Directors recommending that the Shareholders vote for the Arrangement Resolution, the Strategic Review Committee and the Board of Directors considered, among other things, the following factors and potential benefits of the Arrangement:

	(a)		the establishment by the Board of Directors of the Strategic Review Committee consisting of non-management members of the Board of Directors which conducted a review of the strategic alternatives available to the Company with a view to enhancing shareholder value, including remaining a publicly traded company and pursuing the Company’s current business plan, a merger transaction, as well as the possible sale of the Company;
	(b)		the active process established by the Strategic Review Committee, including, with the assistance of the Financial Advisors, soliciting acquisition proposals from those parties that the Strategic Review Committee believed, with the advice of the Financial Advisors, represented the most likely interested qualified purchasers. As a result of this process, the Company received six expressions of interest, including an expression of interest from First Reserve Corporation;
	(c)		the negotiations with the Purchaser were conducted at arm’s length by the Strategic Review Committee, with the assistance of Ogilvy Renault LLP and the Financial Advisors, including settling

			the key economic terms of the Arrangement Agreement as well as other material terms of the Arrangement Agreement, the Plan of Arrangement and other related transaction documents;
	(d)		the careful review of the transaction by the Strategic Review Committee and the Board of Directors and each of their conclusions that, at the time the Arrangement Agreement was entered into, the Arrangement was the most favourable alternative available, taking into consideration the price offered, the risks that the transaction might not be completed and the other terms and conditions of the Arrangement Agreement;
	(e)		holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares will receive identical consideration pursuant to the Arrangement;
	(f)		the Consideration to be received for the Class A Subordinate Voting Shares pursuant to the Arrangement represents a premium of approximately 49.4% and 50.3% over the last trading price of the Class A Subordinate Voting Shares on the TSX and NYSE, respectively, on February 21, 2008, the last trading day prior to the public announcement of the Arrangement and a premium of approximately 45.3% and 43.7% over the average trading price of the Class A Subordinate Voting Shares on the TSX and NYSE, respectively, for the three-month period ending February 21, 2008, the last trading day prior to the public announcement of the Arrangement;
	(g)		the Consideration to be received for the Class B Multiple Voting Shares pursuant to the Arrangement represents a premium of approximately 37.6% over the last trading price of the Class B Multiple Voting Shares on the TSX on February 21, 2008, the last trading day prior to the public announcement of the Arrangement and a premium of approximately 41.0% over the average trading price of the Class B Multiple Voting Shares on the TSX for the three-month period ending February 21, 2008, the last trading day prior to the public announcement of the Arrangement;
	(h)		the Fairness Opinions rendered to the Board of Directors by the Financial Advisors to the effect that, as of February 22, 2008, based upon and subject to the analyses, assumptions, qualifications and limitations set forth therein, the Consideration to be received by the holders of Class A Subordinate Voting Share and Class B Multiple Voting Share pursuant to the Arrangement is fair, from a financial point of view, to such holders;
	(i)		the Estate was willing to commit to vote in favour of the Arrangement Resolution pursuant to the Voting Agreement;
	(j)		the terms of the Voting Agreement including, in particular, that if the Company terminates the Arrangement Agreement in accordance with its terms (including to accept a Superior Proposal), the Voting Agreement will terminate;
	(k)		the Consideration to be received by the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares pursuant to the Arrangement is to be paid in cash and provides such holders certainty of value for their shares;
	(l)		the terms of the Arrangement Agreement, including the fact that the Company’s and the Purchaser’s respective representations, warranties and covenants, and the conditions to their respective obligations, are reasonable in the judgment of the Strategic Review Committee and the Board of Directors, following consultations with their advisors, and were the product of extensive negotiations between the Strategic Review Committee and the Purchaser;
	(m)		the terms of the Limited Guaranty;
	(n)		the Purchaser’s obligation to consummate the transaction under the terms of the Arrangement Agreement is not subject to a financing condition;
	(o)		the Company’s ability pursuant to the Arrangement Agreement, under certain circumstances, to consider and respond to an Acquisition Proposal, including that if, at any time prior to the approval of the Arrangement Resolution by the Shareholders at the Meeting, the Company receives an Acquisition Proposal that the Board of Directors concludes in good faith, after consultation with the Financial

			Advisors and outside legal counsel, constitutes a Superior Proposal, and the Purchaser chooses not to propose improvements to the Arrangement Agreement that would cause such proposal to cease being a Superior Proposal, the Company may terminate the Arrangement Agreement and accept the Superior Proposal upon the payment of the Termination Fee;
	(p)		the Board of Directors’ judgment, with the assistance of the Financial Advisors, that the Termination Fee and the Break-Up Fee are reasonable in the context of similar fees that have been negotiated in other transactions and, in the case of the Termination Fee, should not preclude another party from making an Acquisition Proposal;
	(q)		the Board of Directors’ ability under the Arrangement Agreement to withdraw, modify or amend the Board of Directors’ recommendation that Shareholders vote in favour of the Arrangement Resolution under certain circumstances, subject to the Company’s payment of the Termination Fee, under certain circumstances, if the Arrangement Agreement is terminated;
	(r)		the conclusion of the Strategic Review Committee and the Board of Directors, following consultation with the Financial Advisors, that the Purchaser Parties have the financial capacity to consummate the Arrangement, based on the terms of the Commitment Letter and the Equity Commitment Letter and other information provided to the Company regarding the Guarantor;
	(s)		the Plan of Arrangement must be approved by (a) two-thirds of the votes cast on the Arrangement Resolution by the holders of Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares present in person or represented by proxy at the Meeting, voting as a single class, and (b) a majority of the votes cast on the Arrangement Resolution by the holders of Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares present in person or represented by proxy at the Meeting, each voting separately as a class and excluding the Shares beneficially owned or over which control or direction is exercised by certain members of management of the Company who will be acquiring equity in an affiliate of the Purchaser;
	(t)		the potential risks to the Company associated with pursuing a merger transaction, including uncertainty of regulatory outcome and timing and the potential disruption to the Company that could result;
	(u)		the ability of the registered holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares to exercise Dissent Rights; and
	(v)		the Arrangement must be approved by the Court.

The Strategic Review Committee and the Board of Directors also considered a variety of risks and other potentially negative factors concerning the Arrangement, including the following:

	(a)		the requirement that certain conditions to the completion of the Arrangement must be met, including certain Regulatory Approvals, and the right of the Purchaser to terminate the Arrangement Agreement if such approvals are not obtained prior to the Outside Date;
	(b)		the risks and costs to the Company if the Arrangement is not completed, including the diversion of management and employee attention, potential employee attrition and the potential effect on business and customer relationships;
	(c)		if the Arrangement is not consummated and the Board of Directors decides to seek another transaction, there can be no assurance that the Company will be able to find a party willing to pay an equivalent or more attractive price than the Consideration to be paid under the Arrangement, or that the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares would be able to receive cash or other consideration for their shares equal to or greater than the Consideration payable under the Arrangement in any other future transaction that the Company may effect;
	(d)		the Purchaser is a newly-formed entity with no significant assets (other than its rights under the Arrangement Agreement) and the maximum liability of the Purchaser Parties under the Arrangement Agreement and the Limited Guaranty is $61.4 million;

	(e)		the remedy of specific performance is not, under the terms of the Arrangement Agreement, available to the Company in respect of a breach of such agreement by the Purchaser;
	(f)		the Arrangement will generally be a taxable transaction for Shareholders;
	(g)		the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares will not participate in any future earnings or growth of the Company and the Company will no longer exist as a publicly traded company, such that these shareholders will not benefit from any appreciation in the value of, or any dividend or other distribution on, their shares after the completion of the Arrangement;
	(h)		under the Arrangement Agreement, the Company must generally conduct its business in the ordinary course, and that the Company is, prior to the completion of the Arrangement or the termination of the Arrangement Agreement, subject to ordinary course of business covenants requiring the prior consent of the Purchaser to certain actions, which may delay or prevent the Company from pursuing business opportunities that may arise or preclude actions that would otherwise be advisable if the Company were to remain a publicly traded company;
	(i)		the Company is restricted under the Arrangement Agreement in its ability to solicit other Acquisition Proposals;
	(j)		the Termination Fee payable by the Company upon the occurrence of certain events, and the possible deterrent effect that paying such fee might have on the desire of other potential acquirors to propose an alternative transaction that may be more advantageous to the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares; and
	(k)		certain of the Company’s officers may receive additional and separate benefits in their capacity as such, in connection with the Arrangement than those received by the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares generally in connection with the Arrangement (see “Particulars of the Arrangement — Interests of Certain Persons in the Arrangement” below).

The foregoing discussion of the factors considered by the Strategic Review Committee and the Board of Directors includes the material factors considered by the Strategic Review Committee and Board of Directors in each of their consideration of the Arrangement Agreement and the Arrangement, but is not intended to be exhaustive. After considering these factors, the Strategic Review Committee and the Board of Directors concluded that the positive factors relating to the Arrangement Agreement and the Arrangement significantly outweighed the potential negative factors. In view of the wide variety of factors considered by the Strategic Review Committee and the Board of Directors, and the complexity of these matters, the Strategic Review Committee and the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors. In addition, individual members of the Strategic Review Committee and the Board of Directors may have assigned different weights to various factors.

Merrill Lynch Opinion

Merrill Lynch has delivered the Merrill Lynch Opinion to the Board of Directors, concluding that, as of February 22, 2008, the Consideration to be received by the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares pursuant to the Arrangement is fair from a financial point of view to such holders (other than any such holders who are or may become affiliates of, or direct or indirect investors in, the Purchaser or its parent company).

The full text of the Merrill Lynch Opinion, which sets forth, among other things, assumptions made, matters considered and qualifications and limitations on the review undertaken by Merrill Lynch, is attached as Appendix D-1 to the Circular. Shareholders are urged to read the Merrill Lynch Opinion in its entirety. The summary of the Merrill Lynch Opinion in the Circular is qualified in its entirety by the full text of the Merrill Lynch Opinion. The Merrill Lynch Opinion does not constitute a recommendation to any Shareholder as to how such Shareholder should vote with respect to the Arrangement Resolution.

Under the terms of the engagement, the Company has agreed to pay Merrill Lynch a fee for its advisory services, a significant portion of which is contingent upon the consummation of the Arrangement. In addition, the Company has agreed to indemnify Merrill Lynch for certain liabilities arising out of Merrill Lynch’s engagement.

Scotia Capital Opinion

Scotia Capital has delivered the Scotia Capital Opinion to the Board of Directors, concluding that, as of February 22, 2008, the Consideration to be received by the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares (other than the Purchaser and its affiliates and certain management Shareholders) pursuant to the Arrangement is fair from a financial point of view to such holders.

The full text of the Scotia Capital Opinion, which sets forth, among other things, assumptions made, matters considered and qualifications and limitations on the review undertaken by Scotia Capital, is attached as Appendix D-2 to the Circular. Shareholders are urged to read the Scotia Capital Opinion in its entirety. The summary of the Scotia Capital Opinion in the Circular is qualified in its entirety by the full text of the Scotia Capital Opinion. The Scotia Capital Opinion does not constitute a recommendation to any Shareholder as to how such Shareholder should vote with respect to the Arrangement Resolution.

Under the terms of the engagement, the Company has agreed to pay Scotia Capital a fee for its advisory services, a significant portion of which is contingent upon the consummation of the Arrangement. In addition, the Company has agreed to indemnify Scotia Capital for certain liabilities arising out of Scotia Capital’s engagement.

PARTICULARS OF THE ARRANGEMENT

Arrangement Mechanics

If the Arrangement Resolution receives the requisite approval by Shareholders at the Meeting as described under “Particulars of the Arrangement — Shareholder Approval of the Arrangement”, Court approval of the Arrangement is obtained and if all of the other conditions set out in the Arrangement Agreement are satisfied or waived, the Arrangement will be implemented by way of a plan of arrangement under the CBCA. The Arrangement effects a series of transactions as a result of which, among other things, the Purchaser will acquire all of the outstanding Class A Subordinate Voting Shares and Class B Multiple Voting Shares for $32.68 in cash per Class A Subordinate Voting Share and Class B Multiple Voting Share. Because the Arrangement is subject to a number of conditions, some of which are beyond the Company’s and the Purchaser’s control, the exact timing of implementation of the Arrangement is not currently known. The Company and the Purchaser currently expect the closing of the Arrangement to occur in June 2008. Either the Purchaser or the Company may terminate the Arrangement Agreement if the Arrangement has not been completed by July 22, 2008 or, if such Outside Date is extended in accordance with the terms of the Arrangement Agreement, including an extension by either of the Parties for the purposes of obtaining the Key Non-Transportation Regulatory Approvals and/or the Transportation Regulatory Approvals, such extended Outside Date.

Upon the Arrangement becoming effective, the following transactions, among others, will occur and will be deemed to occur in the order and at the times set out in the Plan of Arrangement:

	(a)		On the business day immediately preceding the Effective Date, the Company will, subject to applicable Law, redeem all of the issued and outstanding Ordinary Shares pursuant to the Company’s articles. Payment of the redemption proceeds will be satisfied in full by way of set-off against O.S. Holdings’ obligation to repay all amounts outstanding under the Ordinary Share Loan.
	(b)		Notwithstanding any contingent vesting provision to which it might otherwise have been subject:

	(i)		each Option outstanding immediately prior to the Effective Time (other than any Rollover Option) will be transferred by the holder to the Company in exchange for a cash payment from or on behalf of the Company equal to the excess, if any, of (A) the Consideration multiplied by the number of Shares issuable upon the exercise of such Option, over (B) the applicable aggregate exercise price in respect of such Option;
	(ii)		each PSU issued under the Long-Term Incentive Plan outstanding immediately prior to the Effective Time held by a person employed by the Company or any of its subsidiaries as of such

			time will be transferred by the holder to the Company (assuming a performance factor of one for each such PSU) in exchange for a cash payment from or on behalf of the Company in an amount equal to the Consideration;
	(iii)		each PSU issued under the Prior Incentive Plan outstanding immediately prior to the Effective Time will be transferred by the holder to the Company (assuming a performance factor of one for each such PSU) in exchange for a cash payment from or on behalf of the Company in an amount equal to the excess, if any, of the Consideration over the reference price for such PSU; and
	(iv)		each SAR outstanding immediately prior to the Effective Time will be transferred by the holder to the Company in exchange for a cash payment from or on behalf of the Company equal to the excess, if any, of (A) the Consideration multiplied by the number of Shares to which the value of such SAR is referenced, over (B) the applicable grant value in respect of such SAR.

	(c)		Each outstanding Class A Subordinate Voting Share and Class B Multiple Voting Share (other than any such shares held by the Purchaser immediately prior to the Effective Time) will be transferred to the Purchaser in exchange for the Consideration from the Purchaser; provided that, if ultimately entitled in accordance with the Plan of Arrangement, Dissenting Shareholders will have the right to receive a payment from the Purchaser equal to the fair value of the outstanding Class A Subordinate Voting Shares or Class B Multiple Voting Shares held immediately prior to the Effective Time by such Dissenting Shareholders in lieu of the Consideration.
	(d)		Notwithstanding any contingent vesting provision to which it might otherwise have been subject, each Rollover Option outstanding immediately prior to the Effective Time will be exchanged for a fully-vested option granted by Holdco, an affiliate of the Purchaser (a “Holdco Replacement Option”):

	(i)		to acquire a number of ordinary shares of Holdco equal to (A) the aggregate number of ordinary shares of Holdco outstanding immediately prior to the Effective Time (on a fully diluted basis having regard for the number of underlying ordinary shares to be issued pursuant to the Holdco Replacement Options), multiplied by (B)(1) the number of Class A Subordinate Voting Shares or Class B Multiple Voting Shares, as applicable, issuable upon exercise of the Rollover Option immediately before the Effective Time, divided by (2) the aggregate number of Class A Subordinate Voting Shares and Class B Multiple Voting Shares, as applicable, outstanding immediately prior to the Effective Time (on a fully diluted basis), which number of ordinary shares will be rounded down to the nearest whole number,
	(ii)		at an exercise price per Holdco Replacement Option equal to (A) the aggregate fair market value at the Effective Time of the ordinary shares of Holdco issuable under the Holdco Replacement Option (on a fully diluted basis having regard for the number of underlying ordinary shares to be issued pursuant to the Holdco Replacement Options), as determined in good faith by the board of directors of Holdco, less (B) the amount by which (1) the Consideration multiplied by the number of Class A Subordinate Voting Shares or Class B Multiple Voting Shares, as applicable, issuable upon exercise of the Rollover Option immediately before the Effective Time, exceeds (2) the aggregate exercise price for such Rollover Option immediately before the Effective Time, which exercise price per Holdco Replacement Option will be rounded up to the nearest whole cent.

Each Holdco Replacement Option and the terms of any agreement evidencing the grant thereof will be subject to the terms of the option plan of Holdco to be implemented upon the consummation of the Arrangement, provided that the termination date of each Holdco Replacement Option will be the same as the termination date of the Rollover Option exchanged therefor pursuant to the Stock Option Plan. The exchange of Rollover Options for Holdco Replacement Options will be structured so as to meet the requirements for a tax-deferred exchange of Rollover Options under the applicable provision of the Tax Act.

	(e)		All outstanding Options and SARs and the PSUs referred to in (b)(ii) and (iii) above will be cancelled and all agreements related thereto will be terminated.
	(f)		The Prior Incentive Plan, the Share Appreciation Rights Plan and the Stock Option Plan will be terminated.
	(g)		All the directors of the Company will cease to be directors and nominees of the Purchaser will become directors of the Company.
	(h)		The Company and the Purchaser will be amalgamated and continued as one corporation under the CBCA.

Any transfer of securities pursuant to the Arrangement shall be free and clear of all Liens. Payments to any person under the Plan of Arrangement (including the payments described above) shall be subject to applicable withholdings as the Purchaser or the Company determines, acting reasonably, are required or permitted to be deducted under any applicable Law, including the Tax Act and the Code.

Redemption of the Ordinary Shares

On December 9, 1997, the Company issued 11,000,000 (now 22,000,000 as a result of a stock split) Ordinary Shares to O.S. Holdings for aggregate consideration of $33 million. O.S. Holdings is a corporation indirectly wholly owned by the Estate. The Company made the Ordinary Share Loan of $33 million to O.S. Holdings (also on December 9, 1997) to enable it to purchase the Ordinary Shares.

The Ordinary Shares were issued to give effect to an undertaking provided by the Company to regulatory authorities in the United Kingdom in connection with the foreign ownership requirements of European legislation applicable to the Company’s subsidiary then operating in the United Kingdom. The issuance of Ordinary Shares to O.S. Holdings was intended to increase the amount of equity share capital of the Company held by European nationals (the late Craig L. Dobbin was, and each remaining beneficiary of the Estate is, a citizen of both Canada and the Republic of Ireland) to establish that such subsidiary was entitled to maintain its aviation operating licence under applicable Law, which required in effect that the Company be “majority owned” and “effectively controlled” by European nationals. The issuance of the Ordinary Shares was approved by the Company’s shareholders, including by a majority of shareholders other than the late Craig L. Dobbin, any of his associates and any officer of the Company. The Ordinary Share Loan does not bear interest (unless not repaid within two business days of demand for repayment). The Ordinary Share Loan was guaranteed by the late Craig L. Dobbin, but recourse to Mr. Dobbin (and now the Estate) is limited to recovery of the shares of the entity that holds the Estate’s interest in O.S. Holdings.

Pursuant to the articles of the Company, the Ordinary Shares may be redeemed by the Company at their issue price following a determination by a committee of the Board of Directors comprised of directors unrelated to the Company, any holder of Ordinary Shares and any significant shareholder of the Company that a transaction has been publicly proposed which, if completed, would result in a person other than Craig L. Dobbin acquiring beneficial ownership of a majority of the outstanding equity shares of the Company. The Board of Directors formed a committee consisting of Sir Bob Reid, Dr. Mintz and Professor Kelly (each of whom is “unrelated” within the meaning of the Company’s articles) for the purpose of making such determination. Such committee determined that the announcement of the Arrangement entitles the Company to redeem the Ordinary Shares in accordance with its articles. Accordingly, the redemption of the Ordinary Shares at their issue price in accordance with their terms will be effected by the Plan of Arrangement. Under the terms of the Plan of Arrangement, the proceeds of redemption ($33 million) will be set off in their entirety against the $33 million outstanding under the Ordinary Share Loan.

It is not the current intention of the Company to redeem the Ordinary Shares unless the Arrangement is completed.

Court Approval of the Arrangement

Under the CBCA, the Arrangement requires the approval of the Court. The Company obtained the Interim Order from the Court on March 27, 2008 to provide for the calling and holding of the Meeting, Dissent Rights for holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares and other procedural matters. The full text of the Notice of Hearing of Petition and Interim Order is attached as Appendix F to the Circular.

Subject to requisite approval of the Arrangement by Shareholders, the hearing in respect of the Final Order to approve the Plan of Arrangement is expected to take place on May 1, 2008 at 9:45 a.m. (Vancouver time) at the

Supreme Court of British Columbia at 800 Smithe Street, Vancouver, British Columbia, Canada V6Z 2E1, or as soon thereafter as is reasonably practicable.

Any Shareholder or other interested party who wishes to appear or to be represented at that hearing may do so, subject to filing and delivering an Appearance in the form prescribed by the Rules of the Court on or before 4:00 p.m. (Vancouver time) on April 24, 2008, as set out in the Interim Order and satisfying any other requirements of the Interim Order or the Court. The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, and subject to compliance with such terms and conditions, if any, as the Court sees fit. The Court will consider, among other things, the fairness and reasonableness of the Arrangement.

Assuming the Final Order is granted and the other conditions to closing contained in the Arrangement Agreement are satisfied or waived to the extent not prohibited, Articles of Arrangement will be filed with the Director under the CBCA as provided in the Arrangement Agreement to give effect to the Arrangement.

Shareholder Approval of the Arrangement

At the Meeting, Shareholders will be asked to vote to approve the Arrangement Resolution. The approval of the Arrangement Resolution will require the affirmative vote of (a) two-thirds of the votes cast on the Arrangement Resolution by the holders of Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares present in person or represented by proxy at the Meeting, voting as a single class, and (b) a majority of the votes cast on the Arrangement Resolution by the holders of Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares present in person or represented by proxy at the Meeting, each voting separately as a class and excluding the Shares beneficially owned or over which control or direction is exercised by certain members of management of the Company who will be acquiring equity in an affiliate of the Purchaser (the vote referred to in clause (b), the “Disinterested Vote”). Holders of Options, PSUs and SARs are not entitled to vote such instruments at the Meeting. Each Shareholder of record on the Record Date is entitled to vote at the Meeting or any adjournment(s) or postponement(s) thereof and are entitled to one vote for each Class A Subordinate Voting Share held, ten votes for each Class B Multiple Voting Share held and one vote for every ten Ordinary Shares held. See “— Canadian Securities Laws Matters” and “Information Concerning the Company — Voting Securities”.

The Arrangement Resolution must be approved by the requisite majorities in order for the Company to seek the Final Order and implement the Arrangement on the Effective Date in accordance with the Final Order. Notwithstanding the approval by Shareholders of the Arrangement Resolution, the Company reserves the right not to proceed with the Arrangement in accordance with the terms of the Arrangement Agreement.

The Estate (along with certain entities that the Estate controls) has entered into a Voting Agreement pursuant to which the Estate has agreed to, among other things, vote all the Shares it beneficially owns in favour of the Arrangement Resolution, subject to the terms of that agreement. See “— Voting Agreement”.

A quorum at the Meeting will be, irrespective of the number of Shareholders actually present at the Meeting, the holders of not less than 10% of the Shares entitled to vote at the Meeting, present in person or represented by proxy.

The full text of the Arrangement Resolution is attached as Appendix A to the Circular.

Voting Agreement

On February 22, 2008, the Estate, which beneficially owns approximately 14% of the outstanding Class A Subordinate Voting Shares, 95% of the outstanding Class B Multiple Voting Shares and 100% of the outstanding Ordinary Shares, representing approximately 62.7% of the aggregate voting rights of the Company entered into the Voting Agreement (along with certain entities that the Estate controls) pursuant to which the Estate has agreed to, among other things, vote all the Shares it beneficially owns in favour of the Arrangement Resolution.

The following is a summary of the material provisions of the Voting Agreement but does not purport to be complete and is qualified in its entirety by reference to the complete text of the Voting Agreement which is filed on SEDAR at www.sedar.com.

Pursuant to the Voting Agreement, the Estate has agreed, among other things: (a) to vote or cause to be voted all of the Shares it beneficially owns at the Meeting in favour of the Arrangement Resolution (and any action required in furtherance thereof); (b) to vote or cause to be voted all of the Shares it beneficially owns against (i) any merger, reorganization, consolidation, amalgamation, arrangement, business combination, share exchange, liquidation,

dissolution, recapitalization or similar transaction involving the Company (other than the Arrangement Agreement and any other agreement or transaction involving the Purchaser and its affiliates) at any meeting of Shareholders held to consider any such transaction, (ii) any action that would impede, interfere with, or discourage the transactions contemplated by the Arrangement Agreement, and (iii) any action that would result in any breach of any representation, warranty or covenant by the Company in the Arrangement Agreement; (c) not to sell, transfer, pledge or assign, or otherwise dispose of any of the Shares it beneficially owns, or enter into any agreement, arrangement or understanding in connection therewith (other than in accordance with the Voting Agreement), without having obtained the prior written consent of the Purchaser; (d) not to grant any proxies or power of attorney, deposit any of the Shares it beneficially owns into a voting trust or enter into a voting agreement, understanding or arrangement with respect to any such shares; (e) not to, without the prior written consent of the Purchaser, requisition or join in the requisition of any meeting of the Shareholders for the purpose of considering any resolution; and (f) not to, directly or indirectly, negotiate with, solicit, initiate or encourage submissions of proposals or offers from, or provide information to, any other person, entity or group relating to an Acquisition Proposal.

Nothing in the Voting Agreement restricts Mr. Mark D. Dobbin (the executor of the Estate), from doing any act or thing he is properly obligated to do in his capacity as a director of the Company, provided that such act or thing is in strict compliance with the terms of the Arrangement Agreement.

The Voting Agreement contains customary representations and warranties on the part of each of the parties thereto.

The Voting Agreement terminates upon: (a) the written agreement of the parties to the Voting Agreement; (b) the termination of the Arrangement Agreement in accordance with its terms; or (c) the termination of the Voting Agreement by the parties thereto following an amendment of the Arrangement Agreement in a manner that is materially adverse to the interests of such parties (including a breach of the covenant of the Purchaser in the Voting Agreement not to amend the Arrangement Agreement to reduce the consideration payable thereunder), without the prior written consent of such parties; provided that the Outside Date may be extended in accordance with the terms of the Arrangement Agreement.

Interests of Certain Persons in the Arrangement

Certain directors and officers of the Company have interests in the transactions contemplated by the Arrangement that may be different from, and/or in addition to, the interests of Shareholders generally. The Board of Directors was aware of these potential interests and considered them, along with other matters, in reaching its decision to approve the Arrangement and to recommend that Shareholders vote in favour of the Arrangement Resolution. Except as described below, to the knowledge of the Company, the directors and officers of the Company have no material interest in the Arrangement that differs from the interests of Shareholders generally.

Options

The following table sets out the exercise price, number of vested and unvested Options beneficially held by each of the directors and officers of the Company that are expected to be transferred pursuant to the Arrangement and the expected cash payments therefor. See “— Arrangement Mechanics”. For the purposes of the table below, it has been assumed that all such Options are being transferred for cash, rather than exchanged for Holdco Replacement Options. Additionally, the Estate holds 519,990 vested Options exercisable at a price of $15.35 per Class A Subordinate Voting Share, entitling the Estate to a cash payment of approximately $9.01 million. Each of Mark D. Dobbin and Craig C. Dobbin, directors of the Company, are beneficiaries of the Estate and Mark D. Dobbin is the executor of the Estate.

						Number of Class A Subordinate Voting Shares
						Issuable Upon Exercise of:
						Vested				Unvested
Name		Exercise Price ($)				Options (#)				Options (#)				Cash Payment ($)
Sylvain Allard		$	2.13				206,432				—				6,306,498
Sylvain Allard		$	15.35				237,500				—				4,115,875
Sylvain Allard		$	24.80				80,000				120,000				1,576,000
Christine Baird		$	24.80				24,000				36,000				472,800
Neil Calvert		$	24.80				24,000				36,000				472,800
Annette Cusworth		$	24.80				4,000				6,000				78,800
Rick Davis		$	24.80				16,000				24,000				315,200
Craig C. Dobbin1		$	2.15				20,000				—				610,600
Craig C. Dobbin		$	2.13				20,000				—				611,000
Craig C. Dobbin		$	13.06				20,000				—				392,400
Blake Fizzard		$	24.80				16,000				24,000				315,200
Rick Green		$	24.80				16,000				24,000				315,200
John Hanbury		$	24.80				8,000				12,000				157,600
Martin Lockyer		$	24.80				16,000				24,000				315,200
Keith Mullett		$	13.06				12,000				—				235,440
Keith Mullett		$	24.80				24,000				36,000				472,800
Jeff Scotland		$	26.93				8,000				32,000				230,000
Total							751,932				374,000				16,993,413

PSUs

The following tables set out the number of PSUs beneficially held by each of the directors and officers of the Company issued under the Prior Incentive Plan and the Long-Term Incentive Plan that are expected to be transferred pursuant to the Arrangement and the expected cash payments therefor. See “— Arrangement Mechanics”. The reference price for each PSU issued under the Prior Incentive Plan is $13.06.

PSUs Issued Under the Prior Incentive Plan

						Cash
Name		PSUs (#)				Payment ($)
Christine Baird			30,000				588,600
Neil Calvert			35,494				696,392
Total			65,494				1,284,992

PSUs Issued Under the Long-Term Incentive Plan

Name		PSUs (#)				Cash Payment ($)
Sylvain Allard			100,160				3,273,229
Christine Baird			29,333				958,602
Neil Calvert			29,333				958,602
Annette Cusworth			3,922				128,171
Rick Davis			31,135				1,017,492
Blake Fizzard			4,529				148,008

Name		PSUs (#)				Cash Payment ($)
Rick Green			4,341				141,864
John Hanbury			3,446				112,615
Martin Lockyer			5,390				176,145
Nancy Montgomery			2,276				74,380
Keith Mullett			26,708				872,817
Jeff Scotland			3,838				125,426
Total			244,411				7,987,351

SARs

The following table sets out the grant price, number of vested and unvested SARs beneficially held by each of the directors and officers of the Company that are expected to be transferred pursuant to the Arrangement and the expected cash payments therefor. See “— Arrangement Mechanics”.

SARs Outstanding

		Grant Price
Name		($)				Vested SARs (#)				Unvested SARs (#)				Cash Payment ($)
Donald Carty, O.C.		$	22.50				110,000				—				1,119,800
Annette Cusworth		$	22.07				—				41,643				441,832
Rick Davis		$	22.78				11,105				44,419				549,688
Mark D. Dobbin		$	22.07				36,666				73,334				1,167,100
George Gillett, Jr.		$	20.33				110,000				—				1,358,500
Dr. John Kelly		$	5.58				25,000				—				677,500
Dr. John Kelly		$	2.93				10,000				—				297,500
Dr. John Kelly		$	8.47				25,000				—				605,250
Dr. Jack Mintz		$	19.43				110,000				—				1,457,500
Sir Bob Reid		$	16.50				110,000				—				1,779,800
Guylaine Saucier		$	24.55				110,000				—				894,300
William W. Stinson		$	13.70				110,000				—				2,087,800
Total							767,771				159,396				12,436,570

Equity Participation by Management in Holdco

It is expected that certain members of management of the Company will be offered the opportunity to indirectly participate in the equity of the Purchaser by purchasing the common equity of Holdco, an affiliate of the Purchaser (that directly or indirectly owns all of the common equity of the Purchaser), for an aggregate consideration expected to be between $10 to $15 million. It is anticipated that the equity so acquired by such members of management will not exceed approximately 1% of the outstanding common equity of Holdco in the aggregate. It is also expected that Holdco will offer a credit facility to management of the Company, on arm’s length terms, to assist management with a portion of their common equity purchase(s).

Pursuant to the Arrangement, members of management will be entitled to elect to receive Holdco Replacement Options for Rollover Options. In addition, certain members of management will be entitled to participate in an equity incentive plan to be put in place by Holdco, including receipt of options to purchase additional common equity in Holdco and restricted shares in Holdco. The restricted shares will provide that, upon the achievement of certain milestones and upon the occurrence of certain events, the aggregate equity participation in Holdco received by management of Company may be increased by an additional 2% to 5% of the outstanding common equity of Holdco without any additional payment by management.

Each member of management’s eligibility to participate in Holdco’s equity incentive plan will be conditional on such member’s initial purchase of common equity of Holdco. The percentage of common equity of Holdco to be held by management through common equity purchases, restricted shares and options is not expected to exceed approximately 9% of the outstanding common equity of Holdco on a fully diluted basis.

Change in Control Agreements

Sylvain Allard, the President and Chief Executive Officer of the Company, has an existing employment agreement with the Company that provides for payments to be made in the event of a “change in control”. In such circumstances, Mr. Allard is entitled to three times his base salary plus the average of the bonuses paid to him in the last two years of his employment. Mr. Allard has agreed with the Purchaser to waive the change in control payments in the event the Arrangement is completed.

Employment Agreements

Certain officers of the Company have entered into new contracts of employment with the Company on terms and conditions substantially similar to their existing contracts of employment, which contracts will only become effective upon completion of the Arrangement.

Indemnification and Insurance

See “Summary of Arrangement Agreement — Director and Officer Indemnification and Insurance” for information on indemnification and insurance of directors and officers.

Intentions of Directors and Officers of the Company

The directors and officers of the Company, who beneficially own, directly or indirectly, or exercise control or direction over, in the aggregate, 5,907,174 Class A Subordinate Voting Shares, 5,673,604 Class B Multiple Voting Shares and 22,000,000 Ordinary Shares as of March 24, 2008, which represent approximately 14.7% of the outstanding Class A Subordinate Voting Shares, 96.9% of the outstanding Class B Multiple Voting Shares and 100% of the outstanding Ordinary Shares, respectively, have indicated that they intend to vote in favour of the Arrangement Resolution. For information on certain directors and officers whose shares are excluded from the Disinterested Vote, see “— Shareholder Approval of the Arrangement” and “— Canadian Securities Laws Matters”.

Canadian Securities Laws Matters

The Company is a reporting issuer (or the equivalent) under applicable Canadian Securities Laws in all Canadian provinces and is subject to MI 61-101. MI 61-101 is intended to regulate insider bids, issuer bids, business combinations and related party transactions to ensure equality of treatment among securityholders, generally by requiring enhanced disclosure, minority securityholder approval, and, in certain instances, independent valuations and approval and oversight of certain transactions by a special committee of independent directors.

The provisions of the Arrangement relating to the vesting and payment of Options, PSUs and SARs, as well as the ability of certain members of management of the Company to acquire equity interests in Holdco may constitute “collateral benefits” within the meaning of MI 61-101. As a result, the Arrangement may be considered a “business combination” within the meaning of MI 61-101. Shares held by a director or senior officer or other related party receiving a “collateral benefit” would be excluded from the Disinterested Vote pursuant to MI 61-101. MI 61-101 excludes from the meaning of “collateral benefit” certain benefits to a related party where (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (b) the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) either (i) the related party and his or her associated entities beneficially owns, or exercises control or direction over, less than 1% of each class of the outstanding securities of the issuer outstanding, or (ii) the related party discloses to an independent committee of the issuer the amount of consideration that he or she expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities he or she beneficially owns and the independent committee acting in good faith determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party will receive pursuant to the terms of the transaction for the equity securities it beneficially owns, and the independent committee’s determination is disclosed in the disclosure document for the transaction.

To the knowledge of the Company, the only directors or senior officers of the Company who, together with his or her associated entities, beneficially own or exercise control or direction over more than 1% of any class of Shares are Mark D. Dobbin and Craig C. Dobbin.

Mr. Mark D. Dobbin, both personally and on behalf of the Estate, will receive certain benefits in connection with the Arrangement, including the transfer to the Company of 519,990 Options held on behalf of the Estate (without having to fund the exercise price of such Options) for a cash payment of the “in-the-money” amount of approximately $9.01 million and the accelerated vesting and transfer to the Company of 110,000 outstanding SARs held by Mr. Dobbin for a cash payment of approximately $1.17 million. On February 21, 2008, the Board of Directors appointed a special committee of independent directors comprised of Sir Bob Reid, Professor John Kelly and Dr. Jack Mintz to review these benefits in accordance with MI 61-101. Mr. Dobbin disclosed to the special committee the amount of consideration that he expects to be beneficially entitled to receive under the terms of the Arrangement in exchange for the equity securities of the Company beneficially owned by him and the special committee determined that the value of such benefits, net of any offsetting costs, to Mr. Dobbin is less than 5% of the value of the consideration that Mr. Dobbin expects he will be beneficially entitled to receive under the terms of the Arrangement in exchange for equity securities of the Company beneficially owned by him. Consequently, such benefits are not “collateral benefits” within the meaning of MI 61-101 and the Shares held by Mr. Dobbin personally and those held by the Estate will not be excluded from the Disinterested Vote.

The Disinterested Vote will, in accordance with the terms of MI 61-101, exclude Shares held by any director or senior officer of the Company who acquires an equity interest in Holdco, including through the exchange of Rollover Options for Holdco Replacement Options under the Arrangement.

To the knowledge of the Company, the number of Shares held by such directors and officers and that will therefore be excluded in determining whether approval of the Arrangement Resolution is obtained under the Disinterested Vote is 300,403 Class A Subordinate Voting Shares as set out in the table below:

Name		Number of Class A Subordinate Voting Shares
Sylvain Allard			278,468
Christine Baird			13,160
Neil Calvert			2,399
Annette Cusworth			442
Rick Davis			2,400
Blake Fizzard			15
Rick Green			799
Martin Lockyer			800
Keith Mullett			337
Jeff Scotland			1,583
Total			300,403

Sources of Funds for the Arrangement

The obligations of the Purchaser under the Arrangement Agreement are not conditional on it obtaining financing. An aggregate amount of approximately $2,493 million will be required to fund the transactions under the Arrangement. In the Arrangement Agreement, the Purchaser has represented that in order to fund the transactions under the Arrangement, (a) the Lenders have provided a commitment for debt financing of US$850 million pursuant to the Commitment Letter in favour of an affiliate of the Purchaser and (b) the Equity Sponsor has provided a commitment for equity financing of up to $1,643 million pursuant to the Equity Commitment Letter in favour of the Purchaser. The summary below reflects the terms of the Commitment Letter and the Equity Commitment Letter. The Purchaser may not amend or alter in any manner the Commitment Letter or the Equity Commitment Letter or the definitive documentation contemplated thereby in any manner that would reasonably be expected to materially impair, delay or prevent the consummation of the transactions contemplated by the Arrangement Agreement without the prior written consent of the Company.

Debt Commitment

Pursuant to the Commitment Letter, the Lenders have agreed to make available to the Purchaser the following credit facilities:

	(a)		an aggregate of US$850 million term facilities to finance part of the consideration for the Arrangement, refinance existing indebtedness of the Company and to pay fees and expenses incurred in connection with the Arrangement or any refinancing of indebtedness;
	(b)		US$150 million lease backstop facility;
	(c)		US$50 million acquisition and capital expenditure loan facility;
	(d)		US$150 million revolving credit facility; and
	(e)		US$50 million letter of credit facility.

These credit facilities are underwritten and will be lent in full by the underwriter, Morgan Stanley Senior Funding Inc.

The availability of and the Lenders’ obligations to arrange and to underwrite the credit facilities are only subject to:

	(a)		execution of the senior facilities agreement (which document the above mentioned credit facilities) and related intercreditor and security documentation reflecting the terms and conditions set forth in the Commitment Letter and as a condition to funding thereunder only, satisfaction of the conditions precedent referred to in the Commitment Letter;
	(b)		it not being unlawful (due to a change in law after the date of the Commitment Letter) for the Lenders to fulfill their obligations under the Commitment Letter;
	(c)		no Material Adverse Effect has occurred since February 22, 2008; and
	(d)		other customary limited conditions for financings of this type.

The Lenders commitments and obligations under the Commitment Letter will terminate on the earlier of the (a) termination of the Arrangement Agreement and (b) the date that is nine months after February 22, 2008, in the event the Effective Time has not occurred on or prior to such date.

Equity Commitment

The Purchaser has provided an Equity Commitment Letter pursuant to which the Equity Sponsor has agreed to provide equity financing to the Purchaser in an aggregate amount of up to $1,643 million to be used by the Purchaser for the purpose of funding the Purchaser’s obligations under the Arrangement Agreement and related expenses. The obligations of the Equity Sponsor to provide the equity financing on the terms outlined in the Equity Commitment Letter are subject to the satisfaction of all conditions precedent to the Parties’ obligations to complete the Arrangement under the Arrangement Agreement and will occur immediately prior to the closing of the transactions under the Arrangement Agreement. See “Summary of Arrangement Agreement — Mutual Conditions Precedent”, “Summary of Arrangement Agreement — Additional Conditions Precedent to the Obligations of the Purchaser” and “Summary of Arrangement Agreement — Additional Conditions Precedent to the Obligations of the Company”.

The commitment of the Equity Sponsor under the Equity Commitment Letter terminates automatically and immediately upon the earliest to occur of (a) termination of the Arrangement Agreement in accordance with its terms, (b) commencement by the Company or any of its affiliates of any litigation or any proceeding asserting any claim under the Limited Guaranty or otherwise against the Equity Sponsor, or any co-investor or any affiliate thereof in connection with the Arrangement Agreement or any of the transactions contemplated in the Equity Commitment Letter or the Arrangement Agreement, (c) any person, other than the Purchaser, seeking to enforce (or cause the Purchaser to enforce) a commitment under the Equity Commitment Letter or under any other equity commitment letter to the Purchaser of any co-investor or any provisions of the Equity Commitment Letter and (d) payment in full by the Guarantor of its obligations under the Limited Guaranty.

Limited Guaranty

The following is a summary of the material provisions of the Limited Guaranty but does not purport to be complete and is qualified in its entirety by reference to the complete text of the Limited Guaranty which is filed on SEDAR at www.sedar.com.

The Purchaser is a newly-formed entity with no significant assets (other than its rights under the Arrangement Agreement). The Guarantor has provided the Limited Guaranty to the Company pursuant to which the Guarantor has guaranteed to the Company, on the terms and conditions set forth therein, the due and punctual payment of certain payment and/or indemnification obligations of the Purchaser under the Arrangement Agreement (including the payment of the Break-Up Fee) to a maximum amount of $61.4 million. See “Summary of Arrangement Agreement — Termination Fee, Break-Up Fee and Expenses — Break-Up Fee Payable by the Purchaser”. The Limited Guaranty terminates as of the earlier of (a) the Effective Time, and (b) the termination of the Arrangement Agreement in accordance with its terms, except as to a claim for payment of any obligation presented by the Company to the Purchaser or the Guarantor within 12 months after the date of such termination, in which case the date such claim is finally satisfied or otherwise resolved.

SUMMARY OF ARRANGEMENT AGREEMENT

The Arrangement Agreement

On February 22, 2008, the Company and the Purchaser entered into the Arrangement Agreement. The Arrangement Agreement and the Plan of Arrangement are the legal documents that govern the Arrangement. The following is a summary of the material provisions of the Arrangement Agreement but does not purport to be complete and may not contain all of the information about the Arrangement Agreement that is important to you. This summary is qualified in its entirety by reference to the Arrangement Agreement attached as Appendix C to the Circular. The Arrangement Agreement is an agreement that establishes and governs the legal relationships between the Company and the Purchaser with respect to the transactions described in the Circular. It is not intended to be a source of factual, business or operational information about the Company or the Purchaser.

Representations and Warranties of the Company and the Purchaser

The Arrangement Agreement contains representations and warranties made by the Company to the Purchaser and representations and warranties made by the Purchaser to the Company. The assertions embodied in those representations and warranties were made solely for purposes of the Arrangement Agreement and may be subject to important qualifications and limitations agreed to by the Parties in connection with negotiating its terms. Moreover, some of those representations and warranties are subject to exceptions or exclusions set forth in the Company Disclosure Letter and/or a contractual standard of materiality or Material Adverse Effect different from that generally applicable to public disclosure to Shareholders, or are used for the purpose of allocating risk between the parties to the Arrangement Agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

In the Arrangement Agreement, the Company and the Purchaser have each made representations and warranties relating to, among other things: corporate existence and power; corporate authorization; governmental authorization; non-contravention of constating documents and applicable Law; litigation; and finders’ fees.

In addition to the foregoing representations and warranties, the Purchaser made representations and warranties for the benefit of the Company relating to the sufficiency of committed funds to give effect to the consummation of the transactions contemplated by the Arrangement Agreement and to pay related fees and expenses; security ownership with respect to holdings by the Purchaser or any of the Purchaser Parties in the Company’s securities; the execution and delivery of the Limited Guaranty by the Guarantor; and Competition Act matters.

The Company also made representations and warranties for the benefit of the Purchaser with respect to the Company’s capitalization; its subsidiaries; Securities Laws matters; financial statements; absence of certain changes since April 30, 2007; lack of undisclosed material liabilities; indebtedness; compliance with Laws; regulatory compliance; Taxes; Company Plans; collective agreements; Company Employees; environmental matters; real property; personal property; intellectual property; Material Contracts; insurance; non-arms length transactions; Fairness Opinions; books and records; and Competition Act matters.

Certain of the representations and warranties of the Company in the Arrangement Agreement are expressly qualified by reference to a Material Adverse Effect.

Conduct of Business Prior to the Effective Time

The Company has agreed that, during the period from February 22, 2008 until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms (the “Interim Period”), except (a) as set out in certain schedules to the Company Disclosure Letter, (b) as required or permitted by the Arrangement Agreement, (c) as required by applicable Law or by a Governmental Entity, or (d) with the prior written consent of the Purchaser, the Company will conduct its business and cause each of its subsidiaries to conduct its business in the ordinary course consistent with past practice. Except as contemplated by the Arrangement Agreement or with the prior written consent of the Purchaser, the Company has agreed that it will, and will ensure that each of its subsidiaries will, use reasonable best efforts to maintain and preserve its business organization and goodwill and assets, to keep available the services of its employees and to maintain satisfactory relationships with others having business relationships with the Company and its subsidiaries and will not make any material change in the business, assets, liabilities, operations, insurance, capital or affairs of the Company and its subsidiaries. The Company has agreed to comply in all material respects with all applicable Laws affecting the operation of the business of the Company and its subsidiaries. Without limiting the generality of the foregoing, during the Interim Period and subject to the exceptions above, the Company has also agreed that it will not, nor will it permit any of its subsidiaries to, other than with the prior written consent of the Purchaser, which consent (except in the case of (a) to (e) below) shall not be unreasonably withheld, conditioned or delayed:

	(a)		amend its articles, by-laws or, in the case of any subsidiary which is not a corporation, its similar organizational documents;
	(b)		split, combine or reclassify any shares of the Company or declare, set aside or pay any dividend or other distribution in stock or property (other than cash) or any combination thereof, other than dividends or distributions from a subsidiary of the Company to the Company or another wholly-owned subsidiary of the Company;
	(c)		redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries, except for the redemption of the Ordinary Shares in accordance with the Plan of Arrangement;
	(d)		issue, deliver, sell or grant any Lien, or authorize the issuance, delivery, sale or Lien, with respect to any shares of capital stock, any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock, or payable by reference to the value of such capital stock, of the Company or any of its subsidiaries, or any PSUs or SARs, other than: (i) the issuance of Class A Subordinate Voting Shares under the Employee Share Purchase Plan or on the exercise or termination of Options outstanding on February 22, 2008 under the Stock Option Plan; (ii) the issuance of any shares of capital stock of any wholly-owned subsidiary of the Company to the Company or any other wholly-owned subsidiary of the Company; or (iii) any conversion of Class A Subordinate Voting Shares into Class B Multiple Voting Shares or Class B Multiple Voting Shares into Class A Subordinate Voting Shares as permitted pursuant to the Company’s articles and/or the Coattail Agreement;
	(e)		adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation, reorganization or winding-up of the Company or any of its subsidiaries or reorganize, amalgamate or merge the Company or any of its subsidiaries with any other person;
	(f)		other than the acquisition, in the ordinary course of business, of Parts to replace Parts owned by the Company or its subsidiaries as of February 22, 2008, acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses having a cost, on a per transaction or series of related transactions basis, in excess of $5 million and subject to a maximum of $20 million in the aggregate for all such transactions, other than pursuant to the Aircraft purchase, lease and disposition schedule set forth in the Company Disclosure Letter;

	(g)		sell, lease or otherwise transfer, in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses, having a cost or providing proceeds, as applicable, on a per transaction or series of related transactions basis, in excess of $5 million and subject to a maximum of $20 million in the aggregate for all such transactions, other than in respect of obsolete, damaged or destroyed assets and other than pursuant to the Aircraft purchase, lease and disposition schedule set forth in the Company Disclosure Letter;
	(h)		make, in one transaction or in a series of related transactions, any loans, advances or capital contributions to, or investments in, in an amount on a per transaction or series of related transactions basis in excess of $5 million to or in any other person, other than the Company or any wholly-owned subsidiary of the Company;
	(i)		prepay any long-term indebtedness before its scheduled maturity or create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, including indebtedness incurred under credit facilities in existence on February 22, 2008 or under replacements therefor, such that the aggregate indebtedness of the Company and its subsidiaries, on a consolidated basis, would exceed the amount identified as such in the Company Disclosure Letter, other than: (i) indebtedness owing by one wholly-owned subsidiary of the Company to the Company or any wholly-owned subsidiary of the Company or of the Company to another wholly-owned subsidiary of the Company; or (ii) as contemplated by the repayment of existing indebtedness provision of the Arrangement Agreement;
	(j)		except as may be required by applicable Law, the terms of any existing Company Plan or collective bargaining agreement or any existing agreement in writing: (i) increase any severance, change of control, bonus or termination pay to (or amend any existing arrangement with) any Company Employee, director or officer of the Company or any of its subsidiaries; (ii) increase the benefits payable under any existing severance or termination pay policies or employment agreements with any current or former director or officer of the Company or any of its subsidiaries; (iii) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director or officer of the Company or any of its subsidiaries or, other than in the ordinary course of business consistent with past practice, any Company Employee (other than a director or officer); (iv) increase compensation, bonus levels or other benefits payable to any director or officer of the Company or any of its subsidiaries or, other than in the ordinary course of business consistent with past practice, any Company Employee (other than a director or officer); (v) loan or advance money or other property by the Company or its subsidiaries to any of their present or former directors, officers or Company Employees; (vi) establish, adopt, enter into, amend or terminate any Company Plan (or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence as of February 22, 2008) or collective bargaining agreement; (vii) grant any equity or equity-based awards; or (viii) increase, or agree to increase, any funding obligation or accelerate, or agree to accelerate, the timing of any funding contribution under any Company Plan;
	(k)		waive, release, assign, settle or compromise any claim in a manner that could require a payment by, or release another person of an obligation to, the Company or any of its subsidiaries of $5 million individually, or $10 million in aggregate, or could reasonably be expected to have a Material Adverse Effect or to adversely affect in any material respect the ability of the Company to complete the transactions contemplated by the Arrangement Agreement;
	(l)		except as set forth in a schedule to the Company Disclosure Letter, enter into any Contract which would be a Material Contract if in existence on February 22, 2008 (other than the renewal of a Contract in existence on February 22, 2008, on terms materially consistent with terms in existence on such date) or terminate, fail to renew, cancel, waive, release, assign, grant or transfer any rights of material value or amend, modify or change in any material respect any existing Material Contract;
	(m)		enter into any agreement or arrangement that limits or otherwise restricts in any material respect the Company or any of its subsidiaries or any successor thereto or that would, after the Effective Time, limit or restrict in any material respect the Company or any of its subsidiaries, from competing in any

			manner that is material to the Company in any location or with any person, other than in connection with the renewal or extension of any existing agreements, licenses or arrangements on substantially similar terms;
	(n)		make an application to amend, terminate, allow to expire or lapse or otherwise modify any of its permits;
	(o)		make any material change in the Company’s methods of accounting, except as required by concurrent changes in GAAP, or pursuant to written instructions, comments or orders from any applicable Securities Authority;
	(p)		(i) change in any material respect any of its methods of reporting income or deductions or accounting for income tax purposes from those employed in the preparation of its income tax return for the taxation year ending April 30, 2007 except as may be required by applicable Law; (ii) make or revoke any material election relating to Taxes; (iii) settle, compromise or agree to the entry of judgment with respect to any proceeding relating to Taxes; (iv) enter into any Tax sharing, Tax allocation or Tax indemnification agreement; or (v) make a request for a Tax ruling to any taxing authorities; or
	(q)		agree, resolve or commit to do any of the foregoing.

During the Interim Period, except as contemplated by the director and officer indemnification and insurance provisions of the Arrangement Agreement, the Company has agreed that it will, and will ensure that its subsidiaries, use their reasonable best efforts to cause the current insurance (or re-insurance) policies of the Company and its subsidiaries not to be cancelled or terminated or any of the coverage thereunder to lapse or change in a manner adverse to the Company, unless simultaneously with such termination, cancellation, lapse or change, replacement policies providing coverage similar to or greater than the coverage under the cancelled, terminated, lapsed or changed policies are in full force and effect.

The Company has further agreed that it will use reasonable best efforts, including any contractual rights available to it, to cause ACN to comply with the provisions described above as if it were a subsidiary of the Company.

Non-Solicitation Covenant and Fiduciary Out

Except as set out below, the Company has agreed not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or any of its subsidiaries (collectively, “Representatives”): (a) solicit, facilitate, knowingly encourage or initiate any inquiries or proposals regarding an Acquisition Proposal; (b) encourage or participate in any discussions or negotiations, including by furnishing any information relating to the Company or any of its subsidiaries or affording access to the business, properties, assets, books or records of the Company or its subsidiaries, with any person (other than the Purchaser Parties) regarding an Acquisition Proposal; (c) make a Change in Recommendation; (d) accept, approve, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than ten days following the formal announcement of such Acquisition Proposal shall not be considered to be in violation of the non-solicitation provisions of the Arrangement Agreement); or (e) accept, approve, endorse, recommend or enter into, or publicly propose to accept, approve, endorse, recommend or enter into, any Contract in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by the non-solicitation provisions of the Arrangement Agreement).

Except as otherwise set out below, the Company has agreed, and has agreed to cause its subsidiaries and Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted before February 22, 2008 by the Company, its subsidiaries or any Representatives with respect to any actual or potential Acquisition Proposal, and, in connection therewith, the Company has agreed to discontinue access to its data room (and not establish or allow access to any other data rooms, virtual or otherwise or otherwise furnish information) and to request, to the extent that it is entitled to do so (and exercise all rights it has to require) the return or destruction of all confidential information regarding the Company and its subsidiaries previously provided to any such person or any other person and to request (and exercise all rights it has to require) the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding the Company and its subsidiaries. The Company has also agreed that neither it, nor any of its subsidiaries, will terminate, waive, amend or modify, and has agreed to actively

prosecute and enforce, any agreement containing standstill provisions and any provision of any existing confidentiality agreement or any standstill agreement to which it or any of its subsidiaries is a party (except to allow the person party to such provisions or agreement to privately propose an Acquisition Proposal to the Company and except that the Purchaser has acknowledged that the automatic termination of the standstill provisions of such agreements as a result of the entering into and announcement of the Arrangement Agreement are not a violation of the non-solicitation provisions of the Arrangement Agreement); provided that the foregoing does not prevent the Board of Directors from considering and accepting any new Acquisition Proposal that is determined to be a Superior Proposal that might be made by any such person, provided that the remaining non-solicitation provisions of the Arrangement Agreement are complied with.

Superior Proposal

Notwithstanding the non-solicitation provisions of the Arrangement Agreement and any other provision of the Arrangement Agreement, if at any time following February 22, 2008 and prior to obtaining the approval of the Arrangement Resolution by the Shareholders at the Meeting, the Company receives a written Acquisition Proposal that did not result from a breach of the non-solicitation provisions of the Arrangement Agreement that the Board of Directors determines in good faith, after consultation with its financial advisors and outside legal advisors, constitutes or could reasonably be expected to constitute a Superior Proposal, then the Company may, following compliance with its obligations to notify the Purchaser of such Acquisition Proposal as described below:

	(a)		furnish information with respect to the Company and its subsidiaries to the person making such Acquisition Proposal; and/or
	(b)		enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal;

provided that the Company will not, and will not allow its Representatives to, disclose any non-public information to such person without having entered into a confidentiality and standstill agreement with such person that contains provisions that are no less favourable to the Company than those contained in the Confidentiality Agreement except that such agreement need not restrict the ability of such person to privately propose an Acquisition Proposal to the Company (a correct and complete copy of which confidentiality and standstill agreement must be provided to the Purchaser before any such non-public information is provided), provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with the Company and may not restrict the Company or its subsidiaries from complying with the non-solicitation provisions of the Arrangement Agreement, and the Company must promptly provide to the Purchaser any material non-public information concerning the Company or its subsidiaries provided to such other person which was not previously provided to the Purchaser.

The Company has agreed to promptly (and in any event within 24 hours following receipt) notify the Purchaser (at first orally and thereafter in writing) in the event it receives an Acquisition Proposal after February 22, 2008, including the material terms and conditions thereof and must inform the Purchaser in writing as to the status of developments and negotiations with respect to such Acquisition Proposal, including any changes to the material terms or conditions of such Acquisition Proposal.

Purchaser’s Right to Match

Notwithstanding anything in the Arrangement Agreement to the contrary, if at any time following February 22, 2008, and prior to obtaining the approval of the Arrangement Resolution by the Shareholders at the Meeting, the Company receives an Acquisition Proposal (not resulting from a breach of the non-solicitation provisions of the Arrangement Agreement) that the Board of Directors concludes in good faith, after consultation with its financial and outside legal advisors, constitutes a Superior Proposal, the Board of Directors may, subject to the Company paying the Termination Fee as a result of entering into a Superior Proposal, authorize the Company to terminate the Arrangement Agreement and contemporaneously enter into a definitive agreement with respect to such Superior Proposal if the Board of Directors determines in good faith, after consultation with its outside legal advisors, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, if and only if:

(a)

it has provided the Purchaser with a copy of the Superior Proposal document, together with any financing documents supplied to the Company in connection therewith, and written confirmation from

			the Company that the Board of Directors has determined that the proposal constitutes a Superior Proposal; and
	(b)		five business days (the “Matching Period”) have elapsed from the date that is the later of (i) the date the Purchaser received written notice advising the Purchaser that the Board of Directors has resolved, subject only to compliance with the non-solicitation provisions of the Arrangement Agreement, to terminate the Arrangement Agreement and to enter into a definitive agreement with respect to such Superior Proposal and (ii) the date the Purchaser received all of the materials set forth in (a) above, (it being understood that the Company must promptly inform the Purchaser of any amendment to the financial or other material terms of such Superior Proposal during such period).

The Company has agreed that during the Matching Period the Purchaser has the right, but not the obligation, to offer to amend the terms of the Arrangement Agreement. The Board of Directors will review any offer by the Purchaser to amend the terms of the Arrangement Agreement in good faith in order to determine, in its discretion in the exercise of its fiduciary duties and in consultation with its financial and outside legal advisors, whether the Purchaser’s amended offer, upon acceptance by the Company would cause the Superior Proposal giving rise to the Matching Period to cease to be a Superior Proposal. If the Board of Directors so determines, the Company will enter into an amended agreement with the Purchaser reflecting the Purchaser’s amended offer. If, after the expiry of the Matching Period, the Board of Directors continues to believe, in good faith, after consultation with its financial and outside legal advisors, that such Superior Proposal remains a Superior Proposal and therefore rejects the Purchaser’s amended offer, if any, or the Purchaser fails to enter into an agreement with the Company reflecting such amended offer, the Company and the Board of Directors may, subject to compliance with the other provisions of the Arrangement Agreement, effect a Change in Recommendation (other than of the type referred to in clause (D) of the definition of such term) and/or, subject to the payment of the Termination Fee by the Company, terminate the Arrangement Agreement to enter into an agreement in respect of a Superior Proposal.

Each successive modification to any Acquisition Proposal constitutes a new Acquisition Proposal and initiates a new Matching Period. If the Company provides notice to the Purchaser regarding a Superior Proposal less than five business days prior to the Meeting, the Purchaser is entitled to require the Company to adjourn or postpone the Meeting to a date that is not more than seven business days after the date of such notice.

Change in Recommendation

Nothing contained in the Arrangement Agreement prohibits the Board of Directors from making a Change in Recommendation (other than of the type referred to in clause (D) of the definition of such term) or from making any disclosure to any securityholders of the Company prior to the Effective Time, including disclosure of a Change in Recommendation, if, in the good faith judgment of the Board of Directors, after consultation with outside legal counsel, failure to take such action or make such disclosure would be a breach of the Board of Directors’ exercise of its fiduciary duties or such action or disclosure is otherwise required under applicable Law (including its obligations under Rules 14e-2 and 14d-9 under the 1934 Act with regard to an Acquisition Proposal and by responding to an Acquisition Proposal under a directors’ circular or otherwise as required under Securities Laws). For greater certainty, in the event of a Change of Recommendation and a termination by the Purchaser of the Arrangement Agreement as a result thereof, the Company will pay the Termination Fee as required by the Arrangement Agreement. The Board of Directors may not make a Change in Recommendation unless the Company gives the Purchaser at least two business days prior written notice of its intention to make such Change in Recommendation provided that such limitation will not apply if the Change in Recommendation takes place in the circumstances contemplated under “— Purchaser’s Right to Match” above after the expiry of the Matching Period.

Co-operation Regarding Reorganization

The Company has agreed, and has agreed to cause each of its subsidiaries to, use reasonable best efforts to implement the Pre-Closing Reorganization no later than one business day prior to the Effective Date (unless otherwise agreed by the Purchaser) and shall cooperate with the Purchaser in structuring, planning and implementing any reorganization (including for Tax purposes) of their respective capital, assets and corporate structure or such other planning as the Purchaser may request, acting reasonably (an “Additional Reorganization”).

The obligations of the Company referred to above are conditional on, among other things, that; (a) any Reorganization shall not become effective unless the Purchaser shall have waived or confirmed in writing the satisfaction of all conditions in its favour set forth under “— Mutual Conditions Precedent” and “— Additional

Conditions Precedent to the Obligations of the Purchaser” and shall have also confirmed in writing that it is prepared to promptly and without condition (other than the satisfaction of the condition that the Company perform all of its covenants to be performed on or before the Effective Time under the Arrangement Agreement in all material respects) proceed to effect the Arrangement, (b) the Purchaser shall fully indemnify the Company and its subsidiaries for the implementation costs and any direct or indirect costs and liabilities, including actual out-of-pocket costs, Taxes and loss of tax attributes, that may be incurred as a result of, or to unwind, a Reorganization if the Arrangement Agreement is terminated (other than pursuant to paragraphs (c)(i), (c)(ii) or (d)(i) under “— Termination of the Arrangement Agreement”), which indemnity shall survive termination of the Arrangement Agreement; provided that in no event shall the Purchaser be required to pay to the Company any amounts for a Reorganization in the event the Break-Up Fee is paid, (c) any Reorganization shall not materially delay, impair or impede the completion of the Arrangement or the ability of the Purchaser to obtain any financing required by it in connection with the transactions contemplated by the Arrangement Agreement, (d) any Reorganization shall not require the Company or any subsidiary to contravene any applicable Laws, their respective organizational documents or any Material Contract, and (e) the Company and its subsidiaries shall not be obligated to take any action that could result in any Taxes being imposed on, or any adverse Tax or other consequences to, any securityholder of the Company incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Reorganization.

The Purchaser shall indemnify and save harmless the Company’s and its subsidiaries’ respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Reorganizations.

Director and Officer Indemnification and Insurance

From and after the Effective Time, the Purchaser has agreed, and has agreed to cause the Company to, indemnify and hold harmless, to the fullest extent permitted under applicable Law (including with respect to the advancement of expenses as incurred), each present and former director and officer of the Company and its subsidiaries (each, an “Indemnified Person”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding, arbitration, mediation or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person’s service as a director or officer of the Company and/or any of its subsidiaries or services performed by such persons at the request of the Company and/or any of its subsidiaries at or prior to or following the Effective Time, whether asserted or claimed prior to, at or after the Effective Time.

Prior to the Effective Time, the Company and its subsidiaries have agreed to and, if the Company and its subsidiaries are unable to, the Purchaser has agreed to cause the Company and its subsidiaries as of the Effective Time, to obtain and fully pay a single premium for the extension of the directors’ and officers’ liability coverage of the Company’s and its subsidiaries’ existing directors’ and officers’ insurance policies for a claims reporting or run-off and extended reporting period and claims reporting period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carriers with respect to directors’ and officers’ liability insurance (“D&O Insurance”), and with terms, conditions, retentions and limits of liability that are no less advantageous to the Indemnified Persons than the coverage provided under the existing policies of the Company and its subsidiaries. If the Company and its subsidiaries for any reason fail to obtain such “run off” insurance policies as of the Effective Time, the Company and its subsidiaries have agreed to continue to maintain in effect for a period of at least six years from and after the Effective Time the D&O Insurance in place as of February 22, 2008, or the Company shall purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favourable to the Indemnified Persons as provided in the Company’s existing policies as of February 22, 2008. Notwithstanding the above, in no event shall the Company be obligated by the Arrangement Agreement to obtain or maintain any insurance policies if the annual premium for any such policy exceeds 300% of the premium currently paid by the Company for any such policy.

Mutual Covenants

The Purchaser and the Company have agreed to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Arrangement and the transactions contemplated by the Arrangement Agreement as soon as practicable, including:

	(a)		preparing and filing as promptly as practicable, and in any event prior to the expiration of any legal deadline, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals and using their reasonable best efforts to obtain and maintain such Regulatory Approvals;
	(b)		in the case of the Company, using its reasonable best efforts to obtain all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments and modifications to Material Contracts (i) in connection with, or required to permit, the completion of the Arrangement and the transactions contemplated by the Arrangement Agreement and (ii) required in order to maintain the Material Contracts (including the Contracts set forth in a schedule to the Company Disclosure Letter) in full force and effect following completion of the Arrangement, in each case on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation to or in respect of any such other party without the prior written consent of the Purchaser;
	(c)		opposing any injunction or restraining or other order seeking to stop, or otherwise adversely affecting each of its ability to consummate, the Arrangement and defending, or causing to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement Agreement or the consummation of the Arrangement and the transactions contemplated by the Arrangement Agreement;
	(d)		using, and, in the case of the Company, causing its subsidiaries to use, reasonable best efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations described below under “— Mutual Conditions Precedent” and “— Additional Conditions Precedent to the Obligations of the Company” to the extent such conditions are within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the Arrangement;
	(e)		carrying out the terms of the Interim Order and the Final Order applicable to it and complying promptly with all requirements which applicable Laws may impose on it or its subsidiaries or affiliates with respect to the transactions contemplated in the Arrangement Agreement; and
	(f)		not taking any action, or permitting any action to be taken or commercially reasonable action to not be taken, which is inconsistent with the Arrangement Agreement or which would reasonably be expected to significantly impede the completion of the Arrangement or to prevent or materially delay the completion of the transactions contemplated under the Arrangement Agreement or any Regulatory Approval, in each case, except as specifically permitted by the Arrangement Agreement.

Financing Covenants

The Purchaser has agreed that it will use its reasonable best efforts to consummate the financings contemplated by the Commitment Letter and the Equity Commitment Letter as soon as reasonably practicable, but in any event prior to the Outside Date, on the terms and conditions described in such documents. The Purchaser may not amend or alter in any manner the Commitment Letter or the Equity Commitment Letter or the definitive documentation contemplated thereby in any manner that would reasonably be expected to materially impair, delay or prevent the consummation of the transactions contemplated by the Arrangement Agreement without the prior written consent of the Company.

The Purchaser has no obligation to consummate the Arrangement or to cause the Lenders or any other persons providing the financing to fund the financing required to consummate the Arrangement prior to the end of the Marketing Period. The Purchaser has acknowledged and agreed that its obtaining financing is not a condition to any of its obligations under the Arrangement Agreement.

The Company has agreed, and has agreed to cause its subsidiaries to, use its reasonable best efforts to have its and their Representatives to, provide such co-operation to the Purchaser as the Purchaser may reasonably request in connection with the arrangements by the Purchaser to obtain the advance of the debt financing contemplated in the Commitment Letter (provided that (i) to the extent reasonably practicable, such request is made on reasonable notice and reasonably in advance of the proposed commencement of the Marketing Period and/or the date that the Final Order is obtained by the Company, (ii) co-operation does not unreasonably interfere with the ongoing operations of

the Company and its subsidiaries or unreasonably interfere with or hinder or delay the performance by the Company or its subsidiaries of their obligations under the Arrangement Agreement, and (iii) the Company will not be required to provide, or cause any subsidiaries to provide, co-operation that involves any binding commitment by the Company or any of its subsidiaries, which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to the Company or its subsidiaries upon the termination of the Arrangement Agreement), including as so requested, among other things: (a) participating in meetings (including meetings with rating agencies); (b) furnishing the Purchaser and the Lenders with such financial and other pertinent information regarding the Company as may be reasonably requested by the Purchaser; (c) assisting the Purchaser and the Lenders in the preparation of offering materials and materials for rating agency presentations; (d) co-operating with the Purchaser in connection with applications to obtain such consents, approvals or authorizations which may be reasonably necessary or desirable in connection with such debt financing; (e) co-operating with marketing efforts of the Purchaser and the Lenders for any debt raised by the Purchaser to complete the Arrangement (including, if requested by the Purchaser, participating in “road shows” and bank meetings for such purpose); (f) preparing and furnishing the Purchaser and the Lenders with the Financing Information, all of which shall be Compliant; (g) using reasonable best efforts to obtain customary accountants’ comfort letters and legal opinions; (h) using its reasonable best efforts to provide the Purchaser with financial and other documents and information regarding the Company and its subsidiaries; (i) executing and delivering, to be effective as of the Effective Time, any pledge and security documents, other definitive financing documents or other certificates and documents as may be reasonably requested by the Purchaser and otherwise facilitating the pledging of collateral as may be reasonably requested by the Purchaser; and (j) taking all corporate actions, to be effective at the Effective Time, requested by the Purchaser that are necessary or customary to permit the consummation of such debt financing and to permit the proceeds thereof, together with the cash at the Company and its subsidiaries, to be made available to the Purchaser on the Effective Date to consummate the transactions contemplated by the Arrangement Agreement.

Notwithstanding the above, none of the Company nor any subsidiary of the Company will be required to (a) pay any commitment, consent or other similar fee or incur any other liability in connection with any such financing prior to the Effective Time, (b) take any action or do anything that would (i) contravene any applicable Law, (ii) contravene any Contract of the Company or any subsidiary of the Company that relates to borrowed money or (iii) be capable of impairing or preventing the satisfaction of any condition set forth in the Arrangement Agreement, (c) commit to take any action that is not contingent on the consummation of the transactions contemplated by the Arrangement Agreement at the Effective Time, or (d) except as required to comply with applicable Securities Laws, disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or similar information or violate any obligations of the Company or any other person with respect to confidentiality.

Mutual Conditions Precedent

The obligations of the Company and the Purchaser to complete the Arrangement and the transactions contemplated by the Arrangement Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties:

	(a)		the Arrangement Resolution shall have been approved by the Shareholders at the Meeting in accordance with the Interim Order;
	(b)		the Interim Order and the Final Order shall each have been obtained on terms consistent with the Arrangement Agreement, and shall not have been set aside or materially modified in a manner unacceptable to the Company or the Purchaser, acting reasonably, on appeal or otherwise;
	(c)		no applicable Law shall be in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement or the other transactions contemplated by the Arrangement Agreement;
	(d)		the Key Non-Transportation Regulatory Approvals shall have been obtained or concluded and, in the case of waiting or suspensory periods, such periods shall have expired or have been terminated; and
	(e)		the Arrangement Agreement shall not have been terminated in accordance with its terms.

Additional Conditions Precedent to the Obligations of the Purchaser

The obligations of the Purchaser to complete the transactions contemplated by the Arrangement Agreement and pay the aggregate Consideration pursuant to the Arrangement Agreement are also subject to the fulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of the Purchaser and may be waived by the Purchaser):

	(a)		all covenants of the Company under the Arrangement Agreement to be performed on or before the Effective Time shall have been duly performed by the Company in all material respects;
	(b)		the representations and warranties of the Company set forth in the Arrangement Agreement shall be true and correct in all respects, without regard to any materiality or Material Adverse Effect qualifications contained in them as of February 22, 2008 and as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not reasonably be expected to have a Material Adverse Effect (other than certain representations and warranties of the Company which shall be true and correct in all respects or all material respects);
	(c)		since February 22, 2008, there shall not have been or occurred a Material Adverse Effect;
	(d)		the consent of the counterparty to each Contract set forth in a schedule to the Company Disclosure Letter to the acquisition by the Purchaser of the Class A Subordinate Voting Shares and Class B Multiple Voting Shares shall have been obtained to the extent required under such Contract;
	(e)		the Transportation Regulatory Approvals shall have been obtained or concluded and, in the case of waiting or suspensory periods, expired or have been terminated;
	(f)		the aggregate number of Class A Subordinate Voting Shares and Class B Multiple Voting Shares held, directly or indirectly, by those holders of such shares who have validly exercised Dissent Rights and not withdrawn such exercise in connection with the Arrangement (or instituted proceedings to exercise Dissent Rights) will not exceed 10% of the aggregate number of Class A Subordinate Voting Shares and Class B Multiple Voting Shares outstanding as of the Effective Time; and
	(g)		the Plan of Arrangement shall not have been modified or amended in a manner adverse to the Purchaser without the Purchaser’s consent.

Additional Conditions Precedent to the Obligations of the Company

The obligations of the Company to complete the transactions contemplated by the Arrangement Agreement are also subject to the following conditions precedent (each of which is for the exclusive benefit of the Company and may be waived by the Company):

	(a)		all covenants of the Purchaser under the Arrangement Agreement to be performed on or before the Effective Time shall have been duly performed by the Purchaser in all material respects;
	(b)		the representations and warranties of the Purchaser set forth in the Arrangement Agreement shall be true and correct in all material respects as of February 22, 2008 and as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date, and except in each case, for those representations and warranties that are subject to a materiality qualification, which must be true and correct in all respects);
	(c)		the Purchaser shall have deposited or caused to be deposited with the Depositary in escrow, in accordance with the Arrangement Agreement, the funds required to effect payment in full of (i) the aggregate Consideration to be paid for Class A Subordinate Voting Shares and Class B Multiple Voting Shares pursuant to the Arrangement; and (ii) the Plans Consideration, and the Company shall have received written confirmation of the irrevocable wire transfers of the above-mentioned funds in form satisfactory to it, acting reasonably;

	(d)		the Purchaser shall have advanced in full to, or as directed by, the Company the Purchaser Loan in accordance with the Arrangement Agreement; and
	(e)		with respect to all Transportation Regulatory Approvals, the failure of which to obtain or conclude could result in criminal, quasi-criminal or administrative liability or penalties to a director or officer of the Company or any of its subsidiaries, such Transportation Regulatory Approvals shall have been obtained or concluded and, in the case of waiting or suspensory periods, expired or have been terminated.

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time (notwithstanding any approval of the Arrangement Agreement or the Arrangement Resolution or the Arrangement by the Shareholders and/or the Court):

	(a)		by mutual written agreement of the Company and the Purchaser; or
	(b)		by either the Company or the Purchaser, if:

	(i)		the Effective Time shall not have occurred on or prior to the Outside Date, except that the right to terminate the Arrangement Agreement for such reason shall not be available to any Party whose failure to fulfill any of its obligations has been the cause of, or resulted in, the failure of the Effective Time to occur by such date;
	(ii)		after February 22, 2008, there shall be enacted or made any applicable Law (or any such applicable Law will have been amended) that makes consummation of the Arrangement illegal or otherwise prohibited or enjoins the Company or the Purchaser from consummating the Arrangement and such applicable Law or enjoinment shall have become final and non-appealable; or
	(iii)		the Arrangement Resolution shall have failed to receive the requisite vote of the Shareholders for approval at the Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order; or

(c)

by the Purchaser, if:

	(i)		prior to obtaining the approval of the Arrangement Resolution by the Shareholders, (A) the Board of Directors fails to make a unanimous recommendation (subject to abstentions), or withdraws, amends, modifies or qualifies, in a manner adverse to the consummation of the Arrangement, the approval or recommendation of the Board of Directors of the Arrangement or the Arrangement Resolution, or publicly proposes or publicly states its intention to do so (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than ten days following the formal announcement thereof shall not be considered a Change in Recommendation); (B) the Board of Directors fails to publicly reconfirm such recommendation upon the request of the Purchaser within ten days following such request (unless the Purchaser is then in material breach of its obligations under the Arrangement Agreement and such failure relates to such breach), (C) the Board of Directors approves or recommends an Acquisition Proposal, (D) the Company enters into a written agreement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted pursuant to the non-solicitation provisions of the Arrangement Agreement), or (E) the Company shall have publicly announced the intention to do any of the foregoing (each of (A), (B), (C), (D) and (E) above, a “Change in Recommendation”) or the Company wilfully and intentionally breaches the non-solicitation provisions of the Arrangement Agreement in a material respect; or
	(ii)		a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in the Arrangement Agreement shall have occurred that would cause any of the conditions described above under “— Mutual Conditions Precedent” or “— Additional Conditions Precedent to the Obligations of the Purchaser” not to be satisfied, and

such breach or failure is incapable of being cured or is not cured within the earlier of (A) 30 days following the Purchaser’s delivery of notice of such breach, and (B) the Outside Date; provided that the Purchaser is not then in breach of the Arrangement Agreement so as to cause any of the conditions described above under “— Mutual Conditions Precedent” or “— Additional Conditions Precedent to the Obligations of the Company” not to be satisfied; or

(d)

by the Company, if:

	(i)		prior to obtaining the approval of the Arrangement Resolution by the Shareholders at the Meeting, the Company, in accordance with the Arrangement Agreement, enters into a written agreement concerning a Superior Proposal; provided that prior to or concurrent with such termination, the Company pays the Termination Fee described below under “— Termination Fee, Break-Up Fee and Expenses — Termination Fee Payable by the Company”;
	(ii)		a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser set forth in the Arrangement Agreement shall have occurred that would cause the conditions described above under “— Mutual Conditions Precedent” or “— Additional Conditions Precedent to the Obligations of the Company” not to be satisfied, and such breach or failure is incapable of being cured or is not cured within the earlier of (A) 30 days following the Company’s delivery of notice of such breach and (B) the Outside Date; provided that the Company is not then in breach of the Arrangement Agreement so as to cause any of the conditions described above under “— Mutual Conditions Precedent” or “— Additional Conditions Precedent to the Obligations of the Purchaser” not to be satisfied; or
	(iii)		the Purchaser does not (A) provide or cause to be provided to the Depositary with sufficient funds to complete the transactions contemplated by the Arrangement Agreement and (B) advance in full to, or as directed by, the Company, the Purchaser Loan as required pursuant to the Arrangement Agreement; provided that the Company is not then in breach of the Arrangement Agreement so as to cause any of the conditions described above under “— Mutual Conditions Precedent” or “— Additional Conditions Precedent to the Obligations of the Purchaser” not to be satisfied.

Termination Fee, Break-Up Fee and Expenses

Termination Fee Payable by the Company

If the Arrangement Agreement is terminated:

	(a)		by the Purchaser, because prior to obtaining the approval of the Arrangement Resolution by the Shareholders (i) the Board of Directors makes a Change in Recommendation or (ii) the Company wilfully and intentionally breaches the non-solicitation provisions of the Arrangement Agreement in a material respect;
	(b)		by the Company, because prior to obtaining the approval of the Arrangement Resolution by the Shareholders at the Meeting, the Company, in accordance with the Arrangement Agreement, enters into a written agreement concerning a Superior Proposal;
	(c)		by the Company or the Purchaser under any of the termination provisions under the Arrangement Agreement if at such time the Purchaser is entitled to terminate the Arrangement Agreement in the circumstances described in (a) above;
	(d)		(i) by the Company or the Purchaser because (A) the Effective Time shall have not occurred on or prior to the Outside Date, except that the right to terminate the Arrangement Agreement shall not be available to any Party whose failure to fulfill any of its obligations has been the cause of, or resulted in, the failure of the Effective Time to occur by such date or (B) the Arrangement Resolution shall have failed to receive the requisite vote of the Shareholders for approval at the Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order; or (ii) by the Purchaser because of a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in the Arrangement Agreement shall have occurred that would

cause any of the conditions described above under “— Mutual Conditions Precedent” or “— Additional Conditions Precedent to the Obligations of the Purchaser” not to be satisfied, and such breach or failure is incapable of being cured within the earlier of (A) 30 days following the Purchaser’s delivery of notice of such breach, and (B) the Outside Date; provided that the Purchaser is not then in breach of the Arrangement Agreement so as to cause any of the conditions described under “— Mutual Conditions Precedent” or “— Additional Conditions Precedent to the Obligations of the Company” not to be satisfied but only if in the case of each of (i) and (ii) an Acquisition Proposal is made, announced or otherwise publicly disclosed or an Acquisition Proposal otherwise becomes known to the Company or the Board of Directors after February 22, 2008 and prior to the termination of the Arrangement Agreement, and an Acquisition Proposal is consummated within a period of nine months from the exercise of such termination, or a definitive agreement with respect to an Acquisition Proposal is entered into by the Company and/or any of its subsidiaries within such nine-month period; provided that for the purpose of this paragraph all references to “20%” or “10%” in the definition of Acquisition Proposal shall be changed to “50%”,

then the Company must pay the termination fee of $38.5 million (the “Termination Fee”) to or as directed by the Purchaser. In the event that the Termination Fee is payable subsequent to the payment of an expense reimbursement as described below under “— Expense Reimbursement Payable by the Company”, such Termination Fee shall be reduced by the amount of such expense reimbursement.

Break-Up Fee Payable by the Purchaser

If the Arrangement Agreement is terminated:

	(a)		(i) by the Company because of a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser set forth in the Arrangement Agreement shall have occurred that would cause the conditions described above under “— Mutual Conditions Precedent” or “— Additional Conditions Precedent to the Obligations of the Company” not to be satisfied, and such breach or failure is incapable of being cured or is not cured within the earlier of (A) 30 days following the Company’s delivery of notice of such breach and (B) the Outside Date; or (ii) by the Company because the Purchaser does not (A) provide to or cause to be provided to the Depositary with sufficient funds to complete the transactions contemplated by the Arrangement Agreement and (B) advance in full to, or as directed by, the Company, the Purchaser Loan required pursuant to the Arrangement Agreement; provided that in each of (i) and (ii), the Company is not then in breach of the Arrangement Agreement so as to cause any of the conditions described above under “— Mutual Conditions Precedent” or “— Additional Conditions Precedent to the Obligations of the Purchaser” not to be satisfied and at the time of such termination there is no state of facts or circumstances (other than a state of facts or circumstances caused by a breach of the Arrangement Agreement by the Purchaser) that would cause the conditions described above under “— Mutual Conditions Precedent” and “— Additional Conditions Precedent to the Obligations of the Purchaser” not to be satisfied on or prior to the Outside Date; or
	(b)		by the Company because the Effective Time shall not have occurred on or prior to the Outside Date, except that the right to terminate the Arrangement Agreement for such reason shall not be available to the Company whose failure to fulfill any of its obligations has been the cause of, or resulted in, the failure of the Effective Time to occur by such date, if at such time the Company would otherwise be entitled to terminate the Arrangement Agreement in the circumstances described in paragraph (a) above,

then, provided that the Marketing Period shall have been completed, the Purchaser must pay the Company the break-up fee of $61.4 million (the “Break-Up Fee”).

Expense Reimbursement Payable by the Company

In the event that the Arrangement Agreement is terminated by the Purchaser because of a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in the Arrangement Agreement shall have occurred that would cause any of the conditions described above under “— Mutual Conditions Precedent” or “— Additional Conditions Precedent to the Obligations of the Purchaser” not to be satisfied, and such breach or failure is incapable of being cured or is not cured within the earlier of (a) 30 days

following the Purchaser’s delivery of notice of such breach, and (b) the Outside Date; provided that the Purchaser is not then in breach of the Arrangement Agreement so as to cause any of the conditions described under “— Mutual Conditions Precedent” or “— Additional Conditions Precedent to the Obligations of the Company” not to be satisfied, the Company agrees to pay to the Purchaser an amount equal to the Purchaser’s out-of-pocket expenses incurred in connection with the Arrangement Agreement and the transactions contemplated thereby, up to a maximum of $12 million against receipts therefor.

Repayment of Existing Indebtedness of the Company

The Company has agreed to repay all amounts outstanding under the Senior Credit Facility in full in accordance with the Senior Credit Facility, and has agreed to cause all security interests granted under the Senior Credit Facility and any related agreements to be released in accordance with the Senior Credit Facility and such agreements, in each case on the Effective Date, immediately prior to the Effective Time.

As soon as reasonably practicable after the receipt of any written request by the Purchaser to do so, the Company will make an offer to purchase and, if requested by the Purchaser, consent solicitation with respect to all, but not less than all, of the issued and outstanding Senior Subordinated Notes on such terms and conditions as will be specified, from time to time, by the Purchaser in writing (including the related consent solicitation, if any, the “Debt Tender Offer”), such offer to close immediately prior to the Effective Time, conditional on all of the conditions to the completion of the transactions set forth above under “— Mutual Conditions Precedent”, “— Additional Conditions Precedent to the Obligations of the Purchaser” and “— Additional Conditions Precedent to the Obligations of the Company” being satisfied or waived in accordance with the Arrangement Agreement. The Company shall not, without the consent of the Purchaser, waive any condition to the Debt Tender Offer or make any changes to the Debt Tender Offer other than as agreed between the Purchaser and the Company. The Company shall take all steps reasonably necessary to complete the purchase of all Senior Subordinated Notes validly tendered pursuant to the Debt Tender Offer (and not validly withdrawn prior to the expiry of such offer) (the “Tendered Notes”) on the Effective Date, immediately prior to the Effective Time, including, if applicable, subject to the receipt of the requisite consents, paying for consents validly delivered pursuant to the Debt Tender Offer (and not validly withdrawn prior to the expiry of such offer).

If requested by the Purchaser in writing on a timely basis, in lieu of commencing a Debt Tender Offer (or in addition thereto), the Company shall redeem and/or satisfy or discharge, as applicable, any or all of the Senior Subordinated Notes in accordance with the terms of the Senior Notes Indenture on the Effective Date, immediately prior to the Effective Time.

The Purchaser agrees to loan sufficient funds to the Company to enable the Company to (a) repay all amounts outstanding under the Senior Credit Facility in full, (b) purchase all Tendered Notes in accordance with the terms and conditions of the Debt Tender Offer and, if applicable, subject to receipt of the requisite consents, pay for consents validly delivered and not revoked in accordance with the Debt Tender Offer, and (c) pay all amounts required to redeem, satisfy and/or discharge any Senior Subordinated Notes, in each case as contemplated above. Such funds (the “Purchaser Loan”) shall be advanced by the Purchaser to, or as directed by, the Company effective as of immediately prior to the Effective Time and shall be evidenced by the issuance of a demand promissory note, in form and substance reasonably satisfactory to the Parties, by the Company to the Purchaser.

Liquidated Damages, Injunctive Relief and Liability Limitations

Liquidated Damages

Subject to “Injunctive Relief” below, the Company and the Purchaser have acknowledged that the Termination Fee, the Break-Up Fee and the expense reimbursement amounts discussed above are payments of liquidated damages which are a genuine pre-estimate of the damages which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of the Arrangement Agreement. Each Party has irrevocably waived any right that it may have to raise as a defence that any such liquidated damages are excessive or punitive.

Injunctive Relief

The Parties have agreed that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of the Arrangement Agreement were not performed by the Company in accordance with their specific terms or were otherwise breached. Accordingly, the Company has

agreed that the Purchaser shall be entitled to an injunction or injunctions and other equitable relief to prevent breaches or threatened breaches of the provisions of the Arrangement Agreement by the Company or to otherwise obtain specific performance by the Company of any such provisions, any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief having been waived in the Arrangement Agreement. The Company is not entitled to an injunction or injunctions or other equitable relief to prevent breaches or threatened breaches of the provisions of the Arrangement Agreement by the Purchaser or to otherwise obtain specific performance by the Purchaser of any such provisions.

Liability Limitations

Notwithstanding anything to the contrary in the Arrangement Agreement, the Company has agreed that, to the extent it has incurred losses or damages in connection with the Arrangement Agreement, (a) the maximum aggregate liability of the Purchaser shall be limited to the amount of the Break-Up Fee payable under the Arrangement Agreement, (b) the maximum liability of the Equity Sponsor, directly or indirectly, shall be limited to the express obligations of the Equity Sponsor under the Limited Guaranty, (c) in no event shall the Company attempt to recover any amount that in the aggregate is in excess of the Break-Up Fee from any Purchaser Party (including pursuant to the Limited Guaranty), (d) in no event shall the Company attempt to recover any amount from any former, current or future direct or indirect equityholders, controlling persons, stockholders, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of any Purchaser Party (other than the Guarantor in the case of the Purchaser to the extent set forth in the Limited Guaranty), and (e) no person (other than the Purchaser or its assignees) shall have any rights under the Equity Commitment Letter, whether at Law or in equity, contractually or extra-contractually, in tort or otherwise.

Subject to the provisions of the Arrangement Agreement, the Purchaser has agreed that, to the extent it has incurred losses or damages in connection with the Arrangement Agreement, (a) the maximum aggregate liability of the Company (including the obligation to pay the Termination Fee) shall be limited to an amount equal to the Termination Fee, (b) in no event shall the Purchaser or the Equity Sponsor attempt to recover any amount (including the payment of the Termination Fee) that in the aggregate is in excess of an amount equal to the Termination Fee, and (c) in no event shall the Purchaser or the Equity Sponsor or any of their subsidiaries attempt to recover any amount from any former, current or future shareholders, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Company.

Amendment, Extension and Waiver

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time, be amended by written agreement of the Parties, subject to the Interim Order, the Final Order and applicable Laws.

PRINCIPAL LEGAL MATTERS

Steps to Implementing the Arrangement and Timing

Completion of the Arrangement is dependent on many factors and it is not possible at this time to determine precisely when or if the Arrangement will become effective.

An affiliate of the Purchaser has received the Commitment Letter from the Lenders pursuant to which the Lenders have agreed to provide debt financing in connection with the Arrangement, subject to the terms of the Commitment Letter. See “Particulars of the Arrangement — Sources of Funds for the Arrangement — Debt Commitment”. The Purchaser has agreed pursuant to the Arrangement Agreement that it will use its reasonable best efforts to consummate the financings contemplated by the Commitment Letter and the Equity Commitment Letter as soon as reasonably practicable, but in any event prior to the Outside Date. Obtaining financing is not a condition to any of the Purchaser’s obligations under the Arrangement Agreement.

The Company has agreed to use its reasonable best efforts to provide co-operation to the Purchaser in connection with the arrangements by the Purchaser to obtain the advance of the debt financing contemplated in the Commitment Letter, subject to certain terms and conditions. This co-operation includes preparing and furnishing the Purchaser with certain Financing Information, which includes financial and other information regarding the Company and its subsidiaries as may reasonably be requested by the Purchaser. See “Summary of Arrangement Agreement — Financing Covenants”.

The Purchaser has no obligation to consummate the Arrangement prior to the end of the Marketing Period. The Marketing Period only commences when certain conditions are satisfied (see below) and the Company has provided the Purchaser with the Financing Information.

Completion of the Arrangement will be effected by the Company filing Articles of Arrangement with the Director under the CBCA and the receipt of a Certificate of Arrangement from the Director in respect of such Articles.

Under the terms of the Arrangement Agreement, the Company shall file the Articles of Arrangement with the Director under the CBCA no later than the second business day after the satisfaction or waiver of the conditions to the completion of the Arrangement in the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date), provided that the Company shall not file the Articles of Arrangement prior to the last day of the Marketing Period or on a date within the Marketing Period specified by the Purchaser. In addition, the Company will not be required to file the Articles of Arrangement unless it has received confirmation of funding of the Purchaser’s obligations under the Arrangement Agreement.

In order for the Marketing Period to commence, the conditions described above under “Summary of Arrangement Agreement — Mutual Conditions Precedent” and “Summary of Arrangement Agreement — Additional Conditions Precedent to the Obligations of the Purchaser” must be satisfied or waived (other than conditions which, by their nature, will not be satisfied until the Effective Time or with respect to which the Purchaser shall have failed to comply with its obligations). These conditions include the following:

	(a)		receipt of the requisite approval of the Arrangement Resolution by the Shareholders;
	(b)		receipt of the Final Order;
	(c)		receipt of the Key Non-Transportation Regulatory Approvals;
	(d)		receipt of the Transportation Regulatory Approvals;
	(e)		receipt of the consent of the counterparty to each Contract set forth in the applicable schedule to the Company Disclosure Letter to the acquisition by the Purchaser of the Class A Subordinate Voting Shares and Class B Multiple Voting Shares; and
	(f)		the aggregate number of Class A Subordinate Voting Shares and Class B Multiple Voting Shares held by those holders of such shares who have validly exercised Dissent Rights and not withdrawn such exercise shall not exceed 10% of the aggregate number of Class A Subordinate Voting Shares and Class B Multiple Voting Shares outstanding as of the Effective Time.

In addition, the Marketing Period will not commence until the Purchaser has received the Financing Information from the Company, including the Financing Information with respect to the Company’s fiscal quarter ended January 31, 2008 (or, if such period commences after June 1, 2008 with respect to the Company’s fiscal year ended April 30, 2008).

The Company and the Purchaser currently expect the Arrangement to be completed in June 2008, although it cannot be completed later than July 22, 2008 unless this “Outside Date” for completion is extended in accordance with the terms of the Arrangement Agreement. Under these terms, if the Effective Date has not occurred by July 22, 2008 as a result of either (a) the failure to obtain all of the Key Non-Transportation Regulatory Approvals and the Transportation Regulatory Approvals, or (b) the last day of the Marketing Period has not then occurred (or been abridged by the Purchaser), either Party may extend the Outside Date for a period reasonably necessary to obtain such approvals and complete the Marketing Period (to a maximum aggregate extension of 120 days), provided that the Party wishing to extend the Outside Date is in compliance with its obligations under the Arrangement Agreement and reasonably believes such approvals are capable of being obtained and the Marketing Period is capable of being concluded by the extended Outside Date. Either the Purchaser or the Company may terminate the Arrangement Agreement if the Arrangement has not been completed by July 22, 2008 or, if the Outside Date is extended in accordance with the terms of the Arrangement Agreement, the extended Outside Date, but the Arrangement Agreement may not be so terminated by a Party whose failure to fulfill its obligations has been the cause of the Arrangement Agreement not being completed by the Outside Date.

Regulatory Approvals

The obligations of the Company and the Purchaser to complete the Arrangement are subject to obtaining the Key Non-Transportation Regulatory Approvals.

The obligation of the Purchaser to complete the Arrangement is subject to receipt of the Transportation Regulatory Approvals.

Key Non-Transportation Regulatory Approvals

Investment Canada Act

Under the Investment Canada Act, transactions involving the acquisition of control of a Canadian business by a non-Canadian that exceeds a prescribed monetary threshold is subject to review and cannot be implemented until the applicable Minister responsible for the Investment Canada Act is satisfied or deemed to be satisfied that the acquisition is likely to be of net benefit to Canada. In this case, the Arrangement would be reviewed by the Minister of Industry. Where a transaction is subject to this review requirement (a “Reviewable Transaction”), an application for review must be filed with the applicable Director of Investments appointed by the Minister prior to the implementation of the Reviewable Transaction. The Minister is then required to determine whether the Reviewable Transaction is likely to be of net benefit to Canada.

The prescribed factors of assessment to be considered by the Minister include, among other things, the effect of the investment on the level and nature of economic activity in Canada (including the effect on employment, resource processing, utilization of Canadian products and services and exports), the degree and significance of participation by Canadians in the acquired business, the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada, the effect of the investment on competition within any industry in Canada, the compatibility of the investment with national industrial, economic and cultural policies (taking into consideration corresponding provincial policies) and the contribution of the investment to Canada’s ability to compete in world markets.

The Investment Canada Act contemplates an initial review period of up to 45 days after filing; however, if the Minister has not completed the review by that date, the Minister may unilaterally extend the review period by up to 30 days (or such longer period as the Minister and the applicant may agree) to permit completion of the review. In determining whether a Reviewable Transaction is of net benefit to Canada, the Minister can take into account, among other things, the previously noted factors specified in the Investment Canada Act, as well as any written undertakings that may be given by the applicant.

The acquisition of control of the Company contemplated by the Arrangement involves the acquisition of a Canadian business by a non-Canadian and exceeds the relevant monetary threshold and is therefore a Reviewable Transaction. The Purchaser has advised the Company that it is preparing an application for review that will be filed shortly with the Director of Investments appointed by the Minister of Industry in accordance with the requirements of the Investment Canada Act. The review of the transaction has not yet been completed as of the date of the Circular.

European Competition Approvals

The merger control laws of Norway and Germany prescribe that an acquisition of control over a business of a certain size should be notified to the relevant national competition authority. In Germany and Norway, such acquisitions may not be implemented unless the relevant national competition authority approves the transaction. In the United Kingdom, the relevant national competition authority investigates qualifying mergers and requires divestments where appropriate.

The national competition authorities will assess the transaction in order to obtain an understanding of whether the transaction will affect competition in any of the relevant markets in which the merging parties are active. The prescribed factors for such assessment by the national competition authorities include, among other things, whether the merging parties are competitors in any relevant market and whether the merging parties have a buyer/customer relationship.

The acquisition of control of the Company by the Arrangement is a notifiable transaction under the merger control laws of Germany, Norway and the United Kingdom as the relevant monetary thresholds have been exceeded. The Purchaser has advised the Company that notifications were filed with the Norwegian, German and United Kingdom

regulators on March 7, 2008. On March 27, 2008, the Purchaser was notified by the German competition authority that completion of the Arrangement had been cleared by such authority under German competition laws. The review of the transaction has not yet been completed by the other regulators as of the date of the Circular. However, decisions are expected prior to the end of April 2008.

See “Summary of Arrangement Agreement — Mutual Conditions Precedent”.

Transportation Regulatory Approvals

In the conduct of the Company’s business, certain of the Company’s subsidiaries use licences issued by aviation regulatory authorities of various jurisdictions. Several of these jurisdictions restrict the issuances of such licences to entities that meet nationality and other requirements imposed by that jurisdiction’s aviation laws. For example, under the Canada Transportation Act, the holder of an aviation operating licence of the type held by a subsidiary of the Company must be “Canadian” within the meaning of that Act, requiring, in the case of a corporation, that at least 75% of its voting interests are held directly or indirectly by Canadian citizens or permanent residents of Canada and that the corporation be controlled in fact by Canadians. Similarly, under the laws of the European countries in which the Company’s subsidiaries have substantial operations (the United Kingdom, Norway, The Netherlands, Denmark and the Republic of Ireland), such subsidiaries must be “majority owned” and “effectively controlled” by nationals of member states of the European Union or the European Economic Area in order to maintain their aviation operating licences. The Company’s subsidiaries have been able to maintain their aviation operating licences in Canada and such European countries through the Estate’s share ownership in the Company. The executor of the Estate and its beneficiaries are each citizens of both Canada and the Republic of Ireland, permitting the Company’s subsidiaries to satisfy the nationality requirements of applicable legislation of Canada and such European countries. It is not anticipated that the Purchaser will satisfy these nationality requirements.

As a result, it is contemplated that certain of the businesses and operations of the Company’s subsidiaries will be reorganized to enable these subsidiaries to carry on their respective businesses or to transfer portions of these businesses to other entities in which the Company will have an interest following completion of the Arrangement. The Company and the Purchaser have prepared term sheets that propose structures intended to allow the Company’s subsidiaries, or such other entities, to maintain, or obtain, the necessary aviation operating licences. These structures may involve investments by nationals of Canada and the European Union in certain aspects of the Company’s existing operations. The Arrangement Agreement provides that the Company and the Purchaser, each acting reasonably, shall agree on and effect such transactions as are necessary to permit the implementation, immediately following completion of the Arrangement, of the structures contemplated by these term sheets. The obligations of the Company to do so are conditional upon, among other things, any such transactions not becoming effective unless the Purchaser shall have confirmed that all of the conditions described above under “Summary of Arrangement Agreement — Mutual Conditions Precedent”, “Summary of Arrangement Agreement — Additional Conditions Precedent to the Obligations of the Purchaser” have been satisfied or waived. See “Summary of Arrangement Agreement — Co-operation Regarding Reorganization”.

It is a condition to the Purchaser’s obligation to complete the Arrangement that the Purchaser receive confirmation from the aviation regulatory authorities of Canada, the United Kingdom, Norway, The Netherlands, Denmark and the Republic of Ireland that the completion of the Arrangement and the transactions contemplated by the Arrangement Agreement will not result in the revocation, withdrawal or material adverse alteration of those licences and permits necessary or required for the operation or maintenance of aircraft that, as contemplated by the proposed structures, are to be held by the Company’s subsidiaries or other entities in which the Company will have an interest.

Other than Canada, such confirmation has been requested of each such aviation regulatory authority. The review of such requests by those authorities has not yet been completed. It is anticipated that confirmation from the Canadian aviation regulatory authority will be requested shortly.

Other Regulatory Approvals

Under the terms of the Arrangement Agreement, it is a condition to the obligations of the Company and the Purchaser to complete the Arrangement that no Law shall be in effect that prohibits the consummation of the Arrangement.

The merger control laws of South Africa provide that an acquisition of control over the whole or part of a business of a firm (“target firm”) must be notified to the South African competition authorities if the turnover of the target firm in, into or from South Africa or the value of its assets in South Africa in the target firm’s preceding financial year exceeds certain thresholds and the target firm’s turnover in, into or from South Africa or assets in South Africa combined with the acquiring party’s turnover in, into or from South Africa or assets in South Africa during the acquiring party’s preceding financial year exceeds certain thresholds. If these thresholds are achieved in respect of an acquisition, such acquisition may not be implemented unless approval is obtained from the South African Competition authorities.

The acquisition of control of the Company by the Arrangement is a notifiable transaction under the merger control laws of South Africa as the relevant thresholds for an intermediate merger are exceeded. The Company and the Purchaser are in the process of preparing a filing for submission to the South African Competition Commission (the “Commission”) under the South African Competition Act. Once filed, the review period for an intermediate merger is an initial period of 20 business days (the “initial review period”). The initial review period may be extended by the Commission once, by a maximum period of 40 business days (the “extended review period”). If at the end of the initial review period the Commission has not provided a decision in respect of the intermediate merger or extended its review period, the intermediate merger will be deemed to be approved. If at the end of the extended review period the Commission has not provided a decision in respect of the intermediate merger, the intermediate merger will be deemed to be approved.

Under the Australian Foreign Acquisitions and Takeovers Act, transactions involving the direct or indirect acquisition by a foreign person of a substantial shareholding of an Australian corporation where the value of the Australian assets exceeds a certain threshold is subject to review and, insofar as the Australian corporation and assets are concerned, cannot be implemented until the transaction is notified to the Australian Foreign Investment Review Board and the Australian Federal Treasurer is satisfied or deemed to be satisfied that the acquisition is not or will not be contrary to the national interest. The Australian Foreign Acquisitions and Takeovers Act contemplates a review period of 30 days after filing, with an additional ten days for the federal treasurer to notify the parties involved. The Federal Treasurer is empowered before the expiration of the 30 day period to extend the review period for up to a further 90 days if thought fit.

The acquisition of control of the Company contemplated by the Arrangement involves the acquisition by a foreign person of a substantial shareholding of an Australian corporation whose Australian assets may exceed the specified threshold and may therefore be subject to compulsory notification and the approval requirement. The Company and the Purchaser are in the process of preparing a filing for submission to the Australian Foreign Investment Review Board for consent of, or no objection from, the Federal Treasurer for the acquisition of the Company’s Australian subsidiaries and assets.

Contractual Consents

Under the terms of the Arrangement Agreement, the obligation of the Purchaser to complete the Arrangement is subject to the receipt of consents of the counterparties to certain identified contracts to which the Company or a subsidiary is a party to the acquisition by the Purchaser of the Class A Subordinate Voting Shares and Class B Multiple Voting Shares. See “Summary of Arrangement Agreement — Additional Conditions Precedent to the Obligations of the Purchaser”. The Company has sought and obtained verbal assurances from these counterparties that they will provide such consents, however written consents have not yet been obtained.

Judicial Developments

Prior to the adoption of predecessor rules to MI 61-101, Canadian courts had, in few instances, granted preliminary injunctions to prohibit transactions that constituted business combinations within the meaning of MI 61-101. The trend both in legislation, including the CBCA, and in Canadian judicial decisions has been towards permitting business combinations to proceed subject to compliance with requirements designed to ensure procedural and substantive fairness to the minority shareholders, such as MI 61-101. Shareholders should consult their legal advisors for a determination of their legal rights

Stock Exchange Listing and Status as a Reporting Issuer

Following completion of the Arrangement, the Company expects that the Class A Subordinate Voting Shares and Class B Multiple Voting Shares will be delisted from the TSX and NYSE, as applicable, and that application will be made for the Company to cease to be a reporting issuer under the securities legislation of each of the provinces of

Canada under which it is currently a reporting issuer (or equivalent) and under the U.S. Securities Laws under which it is currently a reporting foreign private issuer.

INFORMATION CONCERNING THE COMPANY

The Company is governed by the CBCA. Its registered office is located at 4740 Agar Drive, Richmond, British Columbia, Canada V7B 1A3.

The Company is the world’s largest global commercial helicopter operator. The Company, through its subsidiaries, has been providing helicopter services for more than 50 years and currently operates in over 30 countries, and in most of the major offshore oil and gas producing regions of the world. The Company’s major operating units are based in the United Kingdom, Norway, the Netherlands, South Africa, Australia and Canada. The Company provides helicopter transportation services to the oil and gas industry for production and exploration activities through its European Operations and Global Operations segments. The Company’s Heli-One segment is the world’s largest independent helicopter support company, providing repair and overhaul services, aircraft leasing, integrated logistics support, helicopter parts sales and distribution, safety and survival equipment and other related services to the Company’s flight operations and third-party customers around the world. The Company also provides helicopter transportation services for emergency medical services and search and rescue activities and ancillary services such as flight training.

The Company provides helicopter transportation services to a broad base of independent and state-owned oil and gas companies, transporting personnel and, to a lesser extent, parts and equipment, to offshore production platforms, drilling rigs and other facilities. In general, the Company targets opportunities with long-term contracts and customers who require sophisticated medium and heavy helicopters operated by highly trained personnel. The Company is a market leader in most of the regions it serves, with an established reputation for high quality and reliable service. The Company is the largest operator in the North Sea, one of the world’s largest oil producing regions, and a global operator servicing the oil and gas industry in South America, Africa, Australia, Asia and northeastern North America.

Additional information about the Company can be found by accessing its public filings at www.sedar.com and www.sec.gov.

Voting Securities

As of March 24, 2008, the Company had 39,987,556 Class A Subordinate Voting Shares, 5,857,560 Class B Multiple Voting Shares and 22,000,000 Ordinary Shares outstanding, which are the Company’s only securities with respect to which a voting right may be exercised at the Meeting. The Class A Subordinate Voting Shares represent approximately 39.7% of the aggregate voting rights attached to the Shares. Shareholders on the Record Date are entitled to one vote for each Class A Subordinate Voting Share held, ten votes for each Class B Multiple Voting Share held and one vote for every ten Ordinary Shares held.

Take-Over Bid Protection

The holders of Class A Subordinate Voting Shares are provided with certain rights in the event that a take-over bid is made for the Class B Multiple Voting Shares. Such rights are summarized as follows:

(a)

The articles of the Company provide that if an offer is made to purchase Class B Multiple Voting Shares such that, under the take-over bid provisions of applicable Securities Laws of Canada or the requirements of a stock exchange on which the Class B Multiple Voting Shares are listed, the same offer must be made to all or substantially all holders of Class B Multiple Voting Shares who are in a province or territory of Canada to which the requirements apply, then the holders of Class A Subordinate Voting Shares will have the right to convert all or any of the Class A Subordinate Voting Shares held by them into an equal number of Class B Multiple Voting Shares. The election by a holder of Class A Subordinate Voting Shares to convert Class A Subordinate Voting Shares into Class B Multiple Voting Shares in these circumstances also constitutes an irrevocable election under the articles of the Company to deposit such converted shares pursuant to the offer. Such converted shares would automatically be converted back into Class A Subordinate Voting Shares if not taken up under such offer or if withdrawn by the holder. The conversion right will not come into effect, however, if: (i) a concurrent offer is made to all holders of Class A Subordinate Voting Shares on identical terms in

			all material respects as the offer to the holders of Class B Multiple Voting Shares, or (ii) shareholders representing more than 50% of the then-outstanding Class B Multiple Voting Shares (exclusive of shares owned by the offeror immediately prior to the offer) deliver a certificate or certificates to the Company’s transfer agent and to the Secretary of the Corporation (A) prior to the time the offer is made, confirming, among other things, that they do not intend to tender any shares in acceptance of any such offer, and/or (B) within seven days after the offer for the Class B Multiple Voting Shares is made, confirming, among other things, that they do not intend to tender any shares in acceptance of the offer.
	(b)		The articles of the Company also incorporate the terms of the Coattail Agreement, pursuant to which, if the beneficial owner of the Class B Multiple Voting Shares held by Discovery Helicopters Inc. (the “Discovery Shares”) transfers any of the Discovery Shares to a purchaser who has not made an identical offer in all material respects for all of the Class A Subordinate Voting Shares and all other Class B Multiple Voting Shares outstanding and such purchaser is not otherwise a permitted transferee under the Coattail Agreement, then all of the then-outstanding Class A Subordinate Voting Shares shall, after notice is sent by the trustee of the Estate to the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares, automatically be converted into Class B Multiple Voting Shares. For the purposes of the Coattail Agreement, any transfer of the voting securities of Discovery Helicopters Inc. (the “Dobbin Shares”) is deemed to be a transfer of the Discovery Shares. The Coattail Agreement does not restrict the ability of the beneficial holder of the Discovery Shares to convert any of the Discovery Shares into Class A Subordinate Voting Shares or, subject to compliance with applicable Securities Laws, subsequently transfer such Class A Subordinate Voting Shares to third parties.

The provisions of the articles of the Company and the Coattail Agreement expressly permit certain transfers (each a “Permitted Transfer”) of the Discovery Shares and the Dobbin Shares that would not cause or permit the conversion of the Class A Subordinate Voting Shares into Class B Multiple Voting Shares. A transfer of the Discovery Shares or the Dobbin Shares would be a Permitted Transfer if it were to:

	(a)		a corporation that is wholly-owned, directly or indirectly, by Craig L. Dobbin;
	(b)		any member of the immediate family of Craig L. Dobbin, a corporation that is wholly-owned by any member of the immediate family of Craig L. Dobbin or a testamentary trust, the sole beneficiaries of which are members of the immediate family of Craig L. Dobbin (“immediate family” means, for the purposes of the Articles and the Coattail Agreement, a spouse, sibling, child or grandchild, whether related through birth, marriage or adoption);
	(c)		the Estate;
	(d)		a purchaser that:

	(i)		has offered to purchase all, but not less than all, of the outstanding Class B Multiple Voting Shares;
	(ii)		has made an offer to purchase all, but not less than all, of the outstanding Class A Subordinate Voting Shares that is identical in terms of price per share and in all other material respects to the offer for the Discovery Shares and that has no condition attached other than the right not to take up and pay for Class A Subordinate Voting Shares tendered if no Class B Multiple Voting Shares are purchased pursuant to the offer for the Discovery Shares; and
	(iii)		has complied with the terms of the offer for both the Class A Subordinate Voting Shares and Class B Multiple Voting Shares; or

(e)

a transferee pursuant to the granting of a security interest by way of a pledge, hypothecation or otherwise, whether directly or indirectly, to any Canadian financial institution with which Discovery Helicopters Inc. deals at arm’s length in connection with a bona fide borrowing.

The Dobbin Shares were transferred by operation of law to the Estate on October 7, 2006. By an agreement dated as of October 7, 2006 and made among Mark D. Dobbin, as executor and estate trustee of the Estate, the Company and Discovery Helicopters Inc., Mark D. Dobbin in his capacity as executor and estate trustee of the Estate agreed to be bound by and entitled to the terms of the Coattail Agreement.

The provisions of the articles of the Company and the Coattail Agreement permit the Estate to participate in a transaction such as the Arrangement without causing or permitting the conversion of the Class A Subordinate Voting Shares into Class B Multiple Voting Shares provided that all required approvals of Shareholders have been obtained.

While the provisions of the articles of the Company and the Coattail Agreement referred to above are designed to provide the holders of Class A Subordinate Voting Shares with the right to participate in certain offers (subject to the foregoing exceptions), there may be circumstances in which effective control of the Company could be acquired by a third party without these provisions becoming operative by their terms.

It is anticipated that the Coattail Agreement will be terminated upon the completion of the Arrangement.

Constrained Share Provisions

In recognition of foreign ownership restrictions imposed by the Canada Transportation Act, the articles of the Company empower the directors of the Company to refuse to permit registration of any transfer of voting shares of the Company (including Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares) if such transfer would result in persons other than Canadians (as defined in the Canada Transportation Act) owning or controlling more than 25% of (a) the votes attached to all outstanding voting shares of the Company or (b) the number of outstanding voting shares of the Company.

Principal Holders of Voting Securities

The following table sets forth information as of March 24, 2008 with respect to the Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares held by any persons known to the Company’s directors or officers to be a beneficial owner of, directly or indirectly, or to exercise control or direction over: (a) greater than 10% of any class of such shares; or (b) a number of shares of any class or classes of such shares which collectively carry with them more than 10% of the votes attached to all of the outstanding Shares of the Company:

				Percentage
		Class and number of		of all outstanding				Percentage of votes
		shares owned, controlled		shares of such				attached to all
Name		or directed		class1 (%)				outstanding shares1 (%)
Estate of the late		5,426,462			13.6				5.4
Craig L. Dobbin2		Class A Subordinate
		Voting Shares
Estate of the late		5,555,432			94.8				55.1
Craig L. Dobbin2		Class B Multiple
		Voting Shares
Estate of the late		22,000,000 Ordinary			100.0				2.2
Craig L. Dobbin2		Shares

Ownership of Shares by Directors and Officers

The following table sets forth the number and designation of outstanding Class A Subordinate Voting Shares and Class B Multiple Voting Shares beneficially owned or over which control or direction is exercised by each director and officer of the Company and, after reasonable enquiry, by each associate or affiliate of the Company, each insider of the Company (other than a director or officer of the Company), each associate or affiliate of an insider of the Company, and each person acting jointly or in concert with the Company. Other than (a) Sylvain Allard and Mark D. Dobbin who exercise control or direction over 0.7% and 13.8%, respectively, of the outstanding Class A

Subordinate Voting Shares and (b) Mark D. Dobbin who exercises control or direction over 96.9% of the outstanding Class B Multiple Voting Shares, no director or officer of the Company exercises control or direction over any of the outstanding Class B Multiple Voting Shares or more than 0.5% of the outstanding Class A Subordinate Voting Shares. Mark D. Dobbin exercises control and direction over 100% of the Ordinary Shares.

		Number of				Number of
		Class A Subordinate				Class B Multiple
Name		Voting Shares (#)				Voting Shares (#)
Sylvain Allard			278,468				—
Christine Baird			13,160				—
Neil Calvert			2,399				—
Donald Carty, O.C.			20,000				—
Annette Cusworth			442				—
Rick Davis			2,400				—
Craig C. Dobbin			43,036	1
Mark D. Dobbin			5,523,403	2			5,673,604	3
Blake Fizzard			15				—
Rick Green			799				—
Dr. John Kelly			6,280				—
Martin Lockyer			800				—
Dr. Jack Mintz			2,000				—
Nancy Montgomery			52				—
Keith Mullett			337				—
Guylaine Saucier			3,000				—
Jeff Scotland			1,583				—
William Stinson			10,000				—
Total			5,907,174				5,673,604

Each director and officer of the Company intends to vote his or her Shares FOR the Arrangement Resolution. For information on certain directors and officers whose shares are excluded from the Disinterested Vote, see “Particulars of the Arrangement — Shareholder Approval of the Arrangement” and “Particulars of the Arrangement — Canadian Securities Laws Matters”.

Previous Distributions of Shares

On April 15, 2007, a promissory note issued by the Company in the principal amount of $5 million to Discovery Helicopters Inc., a company all of the voting securities of which are owned by the Estate, was converted by the holder into 1,379,310 Class A Subordinate Voting Shares in accordance with the terms of such promissory note.

Other than the foregoing and any conversion of Class B Multiple Voting Shares into Class A Subordinate Voting Shares in accordance with the terms of the Company’s articles, the Company distributed the following securities:

Securities Issued Upon the Exercise of Options

The table below indicates the number of Class A Subordinate Voting Shares issued by the Company during the five year period prior to March 24, 2008 upon the exercise of Options:

		Number of Class A								Aggregate Proceeds
		Subordinate Voting				Average Exercise				Received by the
Fiscal Year		Shares Issued (#)				Price per Share ($)				Company ($)
2008 (to March 24)			82,000				5.30				434,570
2007			1,584,422				3.54				5,610,945
2006			—				—				—
2005			55,200				12.11				668,396
2004			436,740				7.06				3,083,672
2003			90,660				4.95				448,408

Employee Share Purchase Plan

The table below indicates the number of Class A Subordinate Voting Shares issued by the Company during the five year period prior to March 24, 2008 in accordance with the provisions of the Employee Share Purchase Plan:

		Number of Class A								Aggregate Proceeds
		Subordinate Voting				Average Issue Price				Received by the
Fiscal Year		Shares Issued (#)				per Share ($)				Company ($)
2008 (to March 24)			42,059				21.50				902,804
2007			34,046				19.86				676,236
2006			21,604				22.98				496,485
2005			11,885				20.15				239,469
2004			7,860				26.20				205,930
2003			9,647				25.49				245,871

Supplementary Retirement Plans

Under the SRPs, certain executive officers of the Company may receive supplementary retirement benefits. In accordance with the terms of the SRPs, benefits held by SRP participants will be immediately vested upon a change in control of the Company and the Company must secure full funding for all benefit liabilities under the SRPs through one or more renewable letters of credit, irrevocable during the term specified therein. Notwithstanding the foregoing, the Purchaser and such executive officers have agreed that upon completion of the Arrangement, the SRP benefits will be frozen at the level accrued to the effective date of the Arrangement, that no further benefits shall accrue thereunder, except for indexing of benefits upon retirement and that the Company shall not be obligated to secure full funding of the benefit liabilities so long as the executive is employed by the Company or an affiliate of the Company. For more information regarding the current terms of the SRPs, please see “Executive Retiring Plan and Retiring Allowance” in the Company’s management information circular dated August 10, 2007 which is incorporated by reference in the Circular.

Retiring Allowance

Effective June 4, 1991, as amended as of January 19, 1993, the Company agreed to provide a retiring allowance to Craig L. Dobbin, the former Executive Chairman of the Company. The retiring allowance was to continue during the lifetime of Mr. Dobbin and, in the event of his death within 20 years of the commencement of payments

pursuant to such allowance, the payments shall continue to be made to a beneficiary or beneficiaries named by Mr. Dobbin for the remaining balance of the 20-year period. Mr. Dobbin died in October 2006, prior to retirement.

Upon completion of the Arrangement , the retiring allowance will continue in accordance with its terms. For more information regarding the retiring allowance, please see “Executive Retiring Plan and Retiring Allowance” in the Company’s management information circular dated August 10, 2007 which is incorporated by reference in the Circular.

Financial Assistance Provided by the Company

Other than an aggregate indebtedness of approximately $1.14 million and $33 million under an executive share purchase loan program and the Ordinary Share Loan, respectively, owed to the Company or its subsidiaries, there was no financial assistance that was material to the Company or any of its affiliates or to the recipient of the assistance in relation to any person, in connection with a purchase of securities issued or to be issued by the Company. For a description of the executive share purchase loan program and Ordinary Share Loan, please see “Indebtedness of Directors and Officers” in the Company’s management information circular dated August 10, 2007 which is incorporated by reference in the Circular. See also “Particulars of the Arrangement — Redemption of the Ordinary Shares”.

Dividend Policy

Dividends on Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares are declared at the discretion of the Board of Directors. The Company declared dividends on Class A Subordinate Voting Shares and Class B Multiple Voting Shares of $0.50 per Share in the fiscal year ended April 30, 2007, $0.40 per Share in the fiscal year ended April 30, 2006, and $0.30 per Share in the fiscal year ended April 30, 2005. Declaration of dividends is restricted by covenants contained in certain agreements to which the Company is a party.

The declarations of these dividends were in compliance with such covenants.

On September 12, 2007, the Company declared a dividend of $0.50 per Class A Subordinate Voting Share and Class B Multiple Voting Share, payable quarterly. Amounts of $0.125 per such share were paid on November 7, 2007 and February 6, 2008 in respect of such dividend. An amount of $0.125 per such share will be paid on May 7, 2008 to Shareholders of record as of the close of business on April 23, 2008 and on August 6, 2008 to Shareholders of record as of the close of business on July 23, 2008, in each case in respect of such dividend. Shareholders will not receive these payments if the Effective Date occurs on or prior to the applicable record date. Under the terms of the Arrangement Agreement, the declaration or payment of any additional dividend other than the dividend declared on September 12, 2007 (or the setting of a record date therefor) prior to the Effective Date would result in a reduction in the Consideration paid by the Purchaser by an amount equal to the value of such additional dividend. Accordingly, the Board of Directors does not intend to declare any additional dividends prior to the Effective Time unless the Arrangement Agreement is terminated and then only in its discretion.

Prior Valuations

To the knowledge of the Company and its directors and officers, after reasonable inquiry, no valuation of the Company has been made in the 24 months preceding March 28, 2008.

Material Changes in the Affairs of the Company

Except as disclosed elsewhere in the Circular or as publicly disclosed, the Company has no plans or proposals for a material change in its affairs.

Interest of Informed Persons in Material Transactions

Except as disclosed elsewhere in the Circular and other than through the ownership of Shares, none of the insiders of the Company nor any of their respective associates or affiliates has any material interest, direct or indirect, in any material transaction since the beginning of the Company’s most recently completed financial year, or in any proposed material transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

Directors and Officers Insurance

The Company has purchased and maintains a policy of insurance for the benefit of directors and officers as permitted by the CBCA and the Company’s by-laws. The policy insures directors and officers, in their capacities as directors and officers of the Company, or in their capacities as directors and officers of other corporations where they have acted in that capacity at the request of the Company, against certain liabilities incurred by them, except where the liability relates to the failure by the director or officer to act honestly, in good faith and with a view to the best interests of the Company or the other corporation, as the case may be.

The policy obtained provided for US$45 million of coverage for directors and officers of the Company on an aggregate basis. Such policy is subject to a deductible of US$100,000 per incident. The cost of coverage for the period commencing on October 15, 2007 and ending on October 14, 2008 on an aggregate basis was US$342,725.

See “Summary of Arrangement Agreement — Director and Officer Indemnification and Insurance” for information regarding the obligations of the Company and the Purchaser under the Arrangement Agreement to obtain or continue to maintain insurance for the directors and officers of the Company.

Market Price And Trading Volume Data

The Class A Subordinate Voting Shares are listed and trade on the TSX and NYSE under the symbols “FLY.A” and “FLI”, respectively. The following table summarizes the high and low closing market price and total volume of trading of the Class A Subordinate Voting Shares on the TSX and NYSE for each of the periods indicated:

		TSX												NYSE
		High				Low								High				Low
		($)				($)				Volume				(US$)				(US$)				Volume
2008
March 1 to 24			30.87				29.86				9,878,400				31.20				29.81				1,094,880
February			30.85				21.59				13,426,690				31.59				21.23				1,093,670
January			25.56				21.54				2,763,262				25.68				21.31				660,009
2007
December			25.43				20.33				2,706,343				25.90				20.01				506,797
November			23.80				20.34				3,408,176				25.44				20.37				426,503
October			24.93				23.55				3,024,320				25.60				23.81				253,600
September			25.35				24.05				2,699,711				25.29				23.00				439,100
August			29.27				25.40				3,718,755				28.07				23.93				772,800

The Class B Multiple Voting Shares are listed and trade on the TSX under the symbol “FLY.B”. The following table summarizes the high and low closing market price and total volume of trading of the Class B Multiple Voting Shares on the TSX for each of the periods indicated:

		TSX
		High				Low
		($)				($)				Volume
2008
March 1 to 24			30.70				29.95				6,300
February			30.70				23.75				12,000
January			25.00				25.00				700
2007
December			24.94				20.60				1,000
November			23.25				21.20				408
October			26.50				24.24				3,200
September			25.60				25.60				300
August			30.00				26.30				4,000

The closing price of Class A Subordinate Voting Shares on February 21, 2008, the day immediately before the public announcement of the execution of the Arrangement Agreement was $21.88 on the TSX and US$21.50 on the NYSE. The closing price of the Class B Multiple Voting Shares on February 21, 2008 was $23.75 on the TSX.

Audit Committee

The Company has an audit committee which oversees the financial reporting on behalf of the Board of Directors. In order to carry out its responsibility, the audit committee consists entirely of unrelated and independent directors. The current members of the Company’s audit committee are Dr. Jack Mintz, Donald Carty, O.C., and Guylaine Saucier.

Auditors

Ernst & Young, LLP is the auditor of the Company.

Transfer Agent and Registrar

CIBC Mellon Trust Company is the transfer agent and registrar of the Company.

INFORMATION CONCERNING THE PURCHASER

The following information about the Purchaser is a general summary only and is not intended to be comprehensive.

The Purchaser is a corporation incorporated under the laws of Canada for the purpose of entering into the Arrangement Agreement. The Purchaser is an affiliate of a fund managed by First Reserve Corporation, one of the world’s leading private equity firms focusing on the energy industry. First Reserve Corporation is an independently owned firm whose current management team, in place since 1983, collectively has more than 350 years of energy investment experience. First Reserve Corporation’s most recent partnership, First Reserve Fund XI, closed with approximately US$8 billion in July 2006.

First Reserve Corporation funds have completed principal transactions with an aggregate total value of over $10 billion. In addition, First Reserve Corporation portfolio companies have completed more than 250 add-on transactions.

First Reserve Corporation generally targets investments in global energy companies with enterprise values of up to $10 billion. First Reserve Corporation’s investor base is predominately institutional and consists primarily of corporate and public retirement funds, sovereign wealth funds, endowments and foundations.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes certain Canadian federal income tax considerations applicable to a holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares who, for the purposes of the Tax Act and at all relevant times, holds their Class A Subordinate Voting Shares or Class B Multiple Voting Shares as a capital property, deals at arm’s length with the Company and the Purchaser, and is not affiliated with the Company or the Purchaser. Generally, Class A Subordinate Voting Shares or Class B Multiple Voting Shares will be capital property to a holder of such shares unless such shares are held or were acquired in the course of carrying on a business of buying and selling securities or as part of an adventure or concern in the nature of trade. Certain holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares who are Resident Shareholders and whose Class A Subordinate Voting Shares or Class B Multiple Voting Shares might not otherwise be capital property may, in some circumstances, be entitled to make an irrevocable election under subsection 39(4) of the Tax Act to have such shares and every other “Canadian security” (as defined in the Tax Act) owned by them deemed to be capital property in the taxation year of the election and in all subsequent taxation years. Resident Shareholders should consult their own tax advisors for advice with respect to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

This summary is based upon the current provisions of the Tax Act and the current administrative policies and assessing practices of the Canada Revenue Agency made publicly available prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policies or assessing practices, whether by legislative, regulatory, administrative or judicial action or decision, nor does it take into account provincial, territorial or foreign tax legislation or considerations, which may be different from those discussed in this summary. This summary assumes that, at all relevant times prior to and including the time of the acquisition of Class A Subordinate Voting Shares and Class B Multiple Voting Shares by the Purchaser, Class A Subordinate Voting Shares will be listed on the TSX and NYSE and Class B Multiple Voting Shares will be listed on the TSX. This summary is not applicable to a holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares that is a “financial institution” or a “specified financial institution” (each as defined in the Tax Act), a holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares an interest in which is a “tax shelter investment” (as defined in the Tax Act) or a holder that has elected to report its “Canadian tax results” in a functional currency in accordance with the provisions of the Tax Act. Such holders should consult their own tax advisors with respect to the tax consequences of the Arrangement.

This summary does not describe the tax consequences to holders of Options to acquire Class A Subordinate Voting Shares or Class B Multiple Voting Shares, as applicable, of the Company under the Stock Option Plan in respect of the transfer of such Options pursuant to the Arrangement or otherwise and is also not applicable to a holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares who has acquired his or her Class A Subordinate Voting Shares or Class B Multiple Voting Shares on the exercise of Options. Such holders should consult their own tax advisors with respect to the tax consequences of the Arrangement.

This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares. This summary is not exhaustive of all Canadian federal income tax considerations. Holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares should consult their own tax advisors to determine the particular tax consequences to them of the Arrangement.

For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Class A Subordinate Voting Shares or Class B Multiple Voting Shares must be expressed in Canadian dollars, including dividends, adjusted cost base and proceeds of disposition. Any amount denominated in U.S. dollars must be converted into Canadian dollars based on the prevailing U.S. dollar exchange rate quoted by the Bank of Canada at noon on the relevant day or such other rate of exchange as is acceptable to the Minister.

Holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares Resident in Canada

The following portion of this summary is applicable to a holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares who is a Resident Shareholder.

Disposition of Class A Subordinate Voting Shares or Class B Multiple Voting Shares

A Resident Shareholder who disposes of Class A Subordinate Voting Shares or Class B Multiple Voting Shares under the Arrangement will realize a capital gain (or capital loss) equal to the amount, if any, by which the Consideration received by the Resident Shareholder on the disposition of such shares under the Arrangement exceeds (or is less than) the aggregate of the adjusted cost base of such shares to the Resident Shareholder and any reasonable costs of disposition.

Generally, a Resident Shareholder will be required to include in computing their income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by the Resident Shareholder in the year. A Resident Shareholder will be required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized in the year. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Shareholder in such years, to the extent and in the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Shareholder that is a corporation on the disposition of a share may be reduced by the amount of any dividends received (or deemed to be received) by it on such share to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a share is owned by a partnership or trust, of which a corporation, trust or partnership is a member or beneficiary.

A Resident Shareholder that is throughout the year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable for a refundable tax of 6²/3% on its “aggregate investment income”, which is defined to include an amount in respect of taxable capital gains.

Capital gains realized by an individual or a trust, other than certain trusts, may give rise to alternative minimum tax under the Tax Act.

Dissenting Shareholders

A Resident Shareholder who exercises Dissent Rights (a “Resident Dissenting Shareholder”) will transfer such holder’s Class A Subordinate Voting Shares or Class B Multiple Voting Shares to the Purchaser in exchange for payment by the Purchaser of an amount equal to the fair value of such shares. A Resident Dissenting Shareholder should be considered to realize a capital gain (or capital loss) equal to the amount, if any, by which the cash received in respect of the fair value of the holder’s Class A Subordinate Voting Shares or Class B Multiple Voting Shares (other than in respect of interest awarded by a court) exceeds (or is less than) the aggregate of the adjusted cost base of such shares and any reasonable costs of disposition. See “— Disposition of Class A Subordinate Voting Shares or Class B Multiple Voting Shares”. Interest awarded by a court to a Resident Dissenting Shareholder will be included in such shareholder’s income for the purposes of the Tax Act. Resident Dissenting Shareholders should consult their own tax advisors to determine the particular tax consequences to them of exercising their Dissent Rights.

Holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares Not Resident in Canada

The following portion of this summary is applicable to a holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares who is a Non-Resident Shareholder. Special rules, which are not discussed in this summary, may apply to a Non-Resident Shareholder that is either an insurer carrying on business in Canada and elsewhere or an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Shareholders should consult their own tax advisors with respect to the Arrangement.

Disposition of Class A Subordinate Voting Shares or Class B Multiple Voting Shares

A Non-Resident Shareholder will not be subject to income tax under the Tax Act on any capital gain realized on the disposition of Class A Subordinate Voting Shares or Class B Multiple Voting Shares under the Arrangement unless the Class A Subordinate Voting Shares or Class B Multiple Voting Shares are “taxable Canadian property” to the Non-Resident Shareholder at the time such shares are disposed of to the Purchaser and such gain is not otherwise

exempt from tax under the Tax Act pursuant to the provisions of an applicable income tax convention between Canada and the country in which the Non-Resident Shareholder is resident.

Generally, Class A Subordinate Voting Shares and Class B Multiple Voting Shares will not be taxable Canadian property to a Non-Resident Shareholder at a particular time provided that (a) such shares are listed on a designated stock exchange (which includes the TSX and NYSE) at that time, and (b) the Non-Resident Shareholder, persons with whom the Non-Resident Shareholder does not deal at arm’s length, or the Non-Resident Shareholder together with all such persons, has not owned 25% or more of the issued shares of any class or series of the capital stock of the Company at any time during the sixty (60) month period that ends at that time. Notwithstanding the foregoing, Class A Subordinate Voting Shares and Class B Multiple Voting Shares may be deemed to be taxable Canadian property in certain circumstances specified in the Tax Act.

Even if Class A Subordinate Voting Shares or Class B Multiple Voting Shares are considered to be taxable Canadian property of a Non-Resident Shareholder, any gain realized on a disposition of any such shares may be exempt from tax under the Tax Act pursuant to the terms of an applicable income tax convention. Non-Resident Shareholders should consult their own tax advisors with respect to the availability of relief under the terms of any applicable income tax convention.

In the event that Class A Subordinate Voting Shares or Class B Multiple Voting Shares constitute taxable Canadian property to a Non-Resident Shareholder and any capital gain realized by the Non-Resident Shareholder on the disposition of Class A Subordinate Voting Shares or Class B Multiple Voting Shares under the Arrangement is not exempt from tax under the Tax Act by virtue of an applicable income tax convention, then the tax consequences described above under the heading “— Holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares Resident in Canada — Disposition of Class A Subordinate Voting Shares or Class B Multiple Voting Shares” will generally apply. Non-Resident Shareholders should consult their own tax advisors regarding any Canadian reporting requirement arising from the Arrangement if their Class A Subordinate Voting Shares or Class B Multiple Voting Shares are taxable Canadian property.

Dissenting Shareholders

A Non-Resident Shareholder who exercises Dissent Rights (a “Non-Resident Dissenting Shareholder”) will transfer such holder’s Class A Subordinate Voting Shares or Class B Multiple Voting Shares to the Purchaser in exchange for payment by the Purchaser of an amount equal to the fair value of such shares. The tax treatment of a Non-Resident Dissenting Shareholder will be similar to that of a Non-Resident Shareholder who participates in the Arrangement, as described above.

The amount of any interest awarded by a court to a Non-Resident Dissenting Shareholder dealing at arm’s length with the Company will not be subject to Canadian withholding tax.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

TO COMPLY WITH IRS CIRCULAR 230, HOLDERS OF CLASS A SUBORDINATE VOTING SHARES AND CLASS B MULTIPLE VOTING SHARES ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF UNITED STATES FEDERAL TAX ISSUES CONTAINED OR REFERRED TO IN THE CIRCULAR IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY HOLDERS OF CLASS A SUBORDINATE VOTING SHARES OR CLASS B MULTIPLE VOTING SHARES, FOR THE PURPOSES OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THEM UNDER THE CODE; (B) SUCH DISCUSSION IS BEING USED IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE COMPANY OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS OF CLASS A SUBORDINATE VOTING SHARES AND CLASS B MULTIPLE VOTING SHARES SHOULD SEEK ADVICE BASED ON THE SHAREHOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

The following is a summary of certain U.S. federal income tax considerations of the Arrangement to holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares. This discussion is based on current provisions of the United States Internal Revenue Code of 1986, as amended (the “Code”), current United States Treasury Regulations, Internal Revenue Service (“IRS”) rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time, possibly with retroactive effect. The discussion applies only to holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares who hold such shares as capital assets within the meaning of section 1221 of the Code (generally, property held for investment). The Company has not sought any rulings from the IRS nor an opinion of counsel with respect to the United States federal income tax considerations discussed below. The discussion below is not binding on the IRS or the courts. Accordingly, there can be no assurance that the IRS will not take a different position concerning the tax consequences of the Arrangement or that any such position would not be sustained.

This discussion does not address all aspects of United States federal income taxation that may be relevant to holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares in light of their particular circumstances, or that may apply to holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares subject to special treatment under United States federal income tax laws, such as banks, insurance companies, tax-exempt organizations, partnerships, S corporations or other pass-through entities, financial institutions, brokers or dealers in securities, mutual funds, traders in securities that elect mark-to-market treatment, U.S. expatriates, persons who acquired Class A Subordinate Voting Shares or Class B Multiple Voting Shares pursuant to the exercise of an employee stock option or right or otherwise as compensation, persons who hold Class A Subordinate Voting Shares or Class B Multiple Voting Shares as part of a straddle, hedge, constructive sale or conversion transaction, and U.S. Shareholders whose functional currency is not the U.S. dollar.

This discussion does not address any aspect of state, local, non-U.S. or other Tax laws, estate or gift Tax considerations, or the alternative minimum tax. Further, this summary does not address the United States federal income tax consequences of the Arrangement to any person that will own, actually or constructively, Class A Subordinate Voting Shares or Class B Multiple Voting Shares (or any successor corporation) following the Arrangement.

The United States federal income tax consequences set forth below are not intended to constitute a complete description of all tax consequences relating to the Arrangement. Holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares should consult with their tax advisors regarding the applicability of the rules discussed below to them and the particular tax effects to them of the Arrangement, including the application and effect of state, local and non-U.S. tax laws.

For purposes of this discussion, a person is a “U.S. holder” if such person is the beneficial owner of Class A Subordinate Voting Shares or Class B Multiple Voting Shares and is for United States federal income tax purposes:

	•		an individual who is a citizen or resident of the United States;
	•		a corporation (or other entity taxable as a corporation) for United States federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
	•		a trust if (a) a United States court is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (b) it has a valid election in effect under applicable United States Treasury Regulations to be treated as a United States person; or
	•		an estate that is subject to United States federal income tax on its income regardless of the source of the income.

For purposes of this discussion, a person is a “non-U.S. holder” if such person is the beneficial owner of Class A Subordinate Voting Shares or Class B Multiple Voting Shares and is not a U.S. holder and is not a partnership or other entity taxable as a partnership for United States federal income tax purposes.

If an entity or arrangement treated as a partnership for United States federal income tax purposes holds Class A Subordinate Voting Shares or Class B Multiple Voting Shares, the tax treatment of a person treated as a partner in

such entity generally will depend upon the status of the partner and the activities of the partnership. A person treated as a partner in a partnership that is a beneficial owner of Class A Subordinate Voting Shares or Class B Multiple Voting Shares should consult its own tax advisor.

Federal Income Tax Considerations for U.S. Holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares

The receipt of cash by a U.S. holder for Class A Subordinate Voting Shares or Class B Multiple Voting Shares transferred pursuant to the Arrangement will be a taxable transaction for United States federal income tax purposes. In general, a U.S. holder who surrenders Class A Subordinate Voting Share or Class B Multiple Voting Shares for cash pursuant to the Arrangement will recognize capital gain or loss for United States federal income tax purposes equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in Class A Subordinate Voting Shares or Class B Multiple Voting Shares surrendered. Gain or loss will be determined separately for each block of Class A Subordinate Voting Shares or Class B Multiple Voting Shares (i.e., Class A Subordinate Voting Shares or Class B Multiple Voting Shares acquired at the same cost in a single transaction). Further, if the holding period in Class A Subordinate Voting Shares or Class B Multiple Voting Shares transferred pursuant to the Arrangement is greater than one year as of the Effective Date, the gain or loss will be long-term capital gain or loss. Preferential tax rates currently apply to long-term capital gains of non-corporate U.S. holders. In addition, the deductibility of capital losses is subject to limitations under the Code. Any gain or loss recognized pursuant to the Arrangement will generally be treated as United States source gain or loss.

Passive Foreign Investment Company Considerations

The foregoing discussion assumes that the Company is not and was not a “passive foreign investment company” under section 1297 of the Code (“PFIC”) for any taxable year during which a U.S. holder held Class A Subordinate Voting Shares or Class B Multiple Voting Shares. A non-U.S. corporation is classified as a PFIC for each taxable year in which (a) 75% or more of its gross income is passive income (as defined for United States federal income tax purposes), or (b) on average for such taxable year, 50% or more (by value, determined based on a quarterly average) of its assets either produce, or are held for the production of, passive income. In addition, if a corporation is classified as a PFIC for any taxable year during which a U.S. holder has held shares of such corporation, such corporation may continue to be classified as a PFIC with respect to such holder for any subsequent taxable year in which the U.S. holder continues to hold the shares even if the corporation’s income and assets are no longer passive in nature in that subsequent taxable year. A U.S. holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares would be subject to special, adverse Tax rules in respect of the Arrangement if the Company is or was classified as a PFIC for any taxable year during which a U.S. holder holds or held Class A Subordinate Voting Shares or Class B Multiple Voting Shares. The Company does not believe that it was a PFIC in any prior taxable year and does not expect that it will be a PFIC for the current taxable year. PFIC classification is factual in nature and generally cannot be determined until the close of the taxable year in question. Consequently, the Company can give no assurance as to its PFIC status. U.S. holders should consult their own tax advisors with respect to the PFIC rules and the applicability to their particular situation.

Federal Income Tax Considerations for Non-U.S. Holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares

Any gain realized by a non-U.S. holder in respect of Class A Subordinate Voting Shares or Class B Multiple Voting Shares transferred pursuant to the Arrangement generally will not be subject to United States federal income tax, unless:

	•		the gain is (or is deemed to be) effectively connected with the conduct by that non-U.S. holder of a trade or business within the United States (or, if certain income tax treaties apply, is attributable to a United States permanent establishment of such non-U.S. holder); or
	•		in the case of an individual, the non-U.S. holder has been present in the United States for 183 days or more during the taxable year in which the Arrangement is effected and certain other conditions set for in the Code are satisfied.

Dissenting Shareholders

A U.S. holder who exercises Dissent Rights will transfer such holder’s Class A Subordinate Voting Shares or Class B Multiple Voting Shares to the Purchaser in exchange for payment by the Purchaser of an amount equal to the fair

value of such shares. The U.S. tax treatment of a U.S. holder exercising Dissent Rights will be similar to that of a U.S. holder who participates in the Arrangement, as described above.

Information Reporting and Backup Withholding

Payments of cash made to a holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares pursuant to the Arrangement, under certain circumstances, may be subject to information reporting. Backup withholding at a current rate of 28% may also apply, unless the holder provides proof of an applicable exemption, or furnishes its United States taxpayer identification number and certifies that the number is correct, and otherwise complies with all applicable requirements of the backup withholding rules. In this regard, a non-U.S. holder may be required to provide a valid IRS Form W-8BEN, or other applicable Form W-8, certifying, under penalties of perjury, as to its non-U.S. status. Backup withholding is not an additional Tax and any amounts withheld under the backup withholding rules will be refunded or allowed as a credit against the holder’s United States federal income tax liability, if any, provided that the required information is furnished to the IRS in a timely manner.

DISSENTING SHAREHOLDERS’ RIGHTS

Section 190 of the CBCA provides registered shareholders of a corporation with the right to dissent from certain resolutions of a corporation which effect extraordinary corporate transactions or fundamental corporate changes. The Interim Order expressly provides registered holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares with the right to dissent from the Arrangement Resolution substantially in the manner set forth in section 190 of the CBCA, as modified by the Interim Order (“Dissent Rights”). Any Dissenting Shareholder who validly dissents in respect of the Arrangement Resolution in compliance with section 190 of the CBCA as modified by the Interim Order will be entitled, in the event the Arrangement becomes effective, to be paid by the Purchaser the fair value of Class A Subordinate Voting Shares or Class B Multiple Voting Shares, as applicable, held by such Dissenting Shareholder determined as of the close of business on the day before the Arrangement Resolution is adopted.

Section 190 of the CBCA provides that a Dissenting Shareholder may only make a claim under that section with respect to all the shares of a class held by the Dissenting Shareholder on behalf of any one beneficial owner and registered in the Dissenting Shareholder’s name. One consequence of this provision is that only a Registered Shareholder may exercise Dissent Rights in respect of Class A Subordinate Voting Shares or Class B Multiple Voting Shares which are registered in that holder’s name.

A Non-Registered Shareholder will not be entitled to exercise the Dissent Rights directly unless the Shares are re-registered in the Non-Registered Shareholder’s name. A Non-Registered Shareholder who wishes to exercise Dissent Rights should immediately contact the Nominee with whom the Non-Registered Shareholder deals in respect of his or her Class A Subordinate Voting Shares or Class B Multiple Voting Shares and either: (a) instruct the Nominee to exercise the Dissent Rights on the Non-Registered Shareholder’s behalf (which, if the Shares are registered in the name of CDS or other clearing agency, would require that the Class A Subordinate Voting Shares or Class B Multiple Voting Shares, as applicable, first be re-registered in the name of the Nominee); or (b) instruct the Nominee to re-register the Shares in the name of the Non-Registered Shareholder, in which case the Non-Registered Shareholder would have to exercise the Dissent Rights directly.

The dissent procedures as set forth in section 190 of the CBCA as modified by the Interim Order (the “Dissent Procedures”) provide that a Dissenting Shareholder must provide a Notice of Dissent to the registered office of the Company at 4740 Agar Drive, Richmond, British Columbia, Canada V7B 1A3 (Attention: Corporate Secretary). Such Notice of Dissent must be received by the Company not later than 5:00 p.m. (Vancouver time) on April 25, 2008 or not later than 5:00 p.m. (Vancouver time) on the business day which is two business days immediately preceding the date of the Meeting as it may be adjourned or postponed from time to time. It is important that Dissenting Shareholders strictly comply with this requirement and understand that such requirement is different from the statutory dissent provisions of the CBCA which would permit a Notice of Dissent to be provided at or before the Meeting. Failure to comply with the requirements of section 190 of the CBCA as modified by the Interim Order will result in the loss or unavailability of the Dissent Rights, including the right to be paid fair value for Class A Subordinate Voting Shares or Class B Multiple Voting Shares. In addition to any other restrictions under section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Options, SARs, PSUs or Ordinary Shares, or (ii) holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares who vote or who

have instructed a proxyholder to vote such shares in favour of the Arrangement Resolution (but only in respect of such shares).

The filing of a Notice of Dissent does not deprive a Dissenting Shareholder of the right to vote at the Meeting. However, the CBCA provides, in effect, that a Dissenting Shareholder who has submitted a Notice of Dissent and who votes in favour of the Arrangement Resolution will no longer be considered a Dissenting Shareholder with respect to the class of shares voted in favour of the Arrangement Resolution, being either the Class A Subordinate Voting Shares or Class B Multiple Voting Shares. The CBCA does not provide, and the Company will not assume, that a proxy submitted instructing the proxyholder to vote against the Arrangement Resolution, a vote against the Arrangement Resolution or an abstention constitutes a Notice of Dissent, but a Dissenting Shareholder need not vote his or her Class A Subordinate Voting Shares or Class B Multiple Voting Shares against the Arrangement Resolution in order to dissent. The revocation of a proxy conferring authority on the proxyholder to vote for the Arrangement Resolution does not constitute a Notice of Dissent however, any proxy granted by a Dissenting Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked (see “The Meeting and Solicitation of Proxies — Revocation of Proxies”) in order to prevent the proxyholder from voting such Class A Subordinate Voting Shares or Class B Multiple Voting Shares for the Arrangement Resolution and thereby causing the Dissenting Shareholder to forfeit his or her Dissent Rights.

The Company (or its successor) is required, within ten days after the Shareholders adopt the Arrangement Resolution, to notify each Dissenting Shareholder that the Arrangement Resolution has been adopted. Such notice is not required to be sent to any Dissenting Shareholder who has voted for the Arrangement Resolution or who has withdrawn his or her Notice of Dissent.

A Dissenting Shareholder who has not withdrawn his or her Notice of Dissent must, within 20 days after receipt of notice that the Arrangement Resolution has been adopted or, if the Dissenting Shareholder does not receive such notice, within 20 days after he or she learns that the Arrangement Resolution has been adopted, send to the Company (or its successor) a Demand For Payment. Within 30 days after sending a Demand For Payment, the Dissenting Shareholder must send to the Company (or its successor) or its Transfer Agent the certificates representing Class A Subordinate Voting Shares or Class B Multiple Voting Shares in respect of which he or she dissents. The Company or its Transfer Agent will endorse on any share certificate received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return the share certificate to the Dissenting Shareholder. A Dissenting Shareholder who fails to make a Demand For Payment in the time required, or to send certificates representing Class A Subordinate Voting Shares or Class B Multiple Voting Shares in respect of which he or she dissents in the time required forfeits, his or her Dissent Rights.

After sending a Demand For Payment, a Dissenting Shareholder ceases to have any rights as a holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares in respect of which such shareholder has exercised his or her Dissent Rights, other than the right to be paid the fair value of such shares as determined under section 190 of the CBCA as modified by the Interim Order, unless: (a) the Dissenting Shareholder withdraws the Demand For Payment before the Purchaser makes the Offer To Pay; (b) the Purchaser fails to make a timely Offer To Pay to the Dissenting Shareholder and the Dissenting Shareholder withdraws his or her Demand For Payment; or (c) the directors of the Company revoke the Arrangement Resolution, in all of which cases the Dissenting Shareholder’s rights as a holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares in respect of which he or she has dissented are reinstated. Pursuant to the Interim Order, in no case shall the Purchaser, the Company or any other person be required to recognize a Dissenting Shareholder as a holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares in respect of which Dissent Rights have been validly exercised after the transfer of the Class A Subordinate Voting Shares and Class B Multiple Voting Shares in accordance with the Arrangement, and the names of such Dissenting Shareholders shall be removed from the register of holders of Class A Subordinate Voting Shares and/or Class B Multiple Voting Shares, as applicable, in respect of which Dissent Rights have been validly exercised at the same time as the transfer of the Class A Subordinate Voting Shares and Class B Multiple Voting Shares in accordance with the Arrangement, and the Purchaser shall be recorded as the holder of such shares so transferred and shall be deemed to be the legal and beneficial owner thereof free and clear of any Liens.

Pursuant to the Interim Order, Dissenting Shareholders who are ultimately entitled to be paid by the Purchaser the fair value for their Class A Subordinate Voting Shares or Class B Multiple Voting Shares will be deemed to have transferred such Class A Subordinate Voting Shares or Class B Multiple Voting Shares held by them, free and clear of all Liens, at the same time as a non-dissenting holder of Class A Subordinate Shares or Class B Multiple Voting

Shares transfers its shares in the Arrangement as contemplated in paragraph (c) above under “Particulars of the Arrangement — Arrangement Mechanics”.

Pursuant to the Interim Order, Dissenting Shareholders who are ultimately not entitled, for any reason, to be paid fair value for their Class A Subordinate Voting Shares or Class B Multiple Voting Shares will be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares as contemplated in paragraph (c) above under “Particulars of the Arrangement — Arrangement Mechanics”.

The Purchaser is required, not later than seven days after the later of the Effective Date and the date on which the Company (or its successor) receives a Demand For Payment from a Dissenting Shareholder, to send to the Dissenting Shareholder an Offer To Pay for Class A Subordinate Voting Shares or Class B Multiple Voting Shares in respect of which he or she has dissented in an amount considered by the board of directors of the Purchaser to be the fair value thereof, accompanied by a statement showing the manner in which such fair value was determined. Every Offer To Pay in respect of the shares of the same class must be on the same terms. The Purchaser must pay for Class A Subordinate Voting Shares or Class B Multiple Voting Shares of a Dissenting Shareholder within ten days after an Offer To Pay has been accepted by such Dissenting Shareholder, but any such offer lapses if the Purchaser does not receive an acceptance thereof within 30 days after the Offer To Pay has been made.

If the Purchaser fails to make an Offer To Pay for a Dissenting Shareholder’s Class A Subordinate Voting Shares or Class B Multiple Voting Shares, or if a Dissenting Shareholder fails to accept an offer which has been made, the Purchaser may, within 50 days after the Effective Date or within such further period as a court may allow, apply to a court to fix a fair value for Class A Subordinate Voting Shares or Class B Multiple Voting Shares of any such Dissenting Shareholder. If the Purchaser fails to apply to a court, a Dissenting Shareholder may apply to a court for the same purpose within a further period of 20 days or within such further period as the court may allow. A Dissenting Shareholder is not required to give security for costs in such an application. An application by either the Purchaser or a Dissenting Shareholder must be made to a court in the Province of British Columbia or a court having jurisdiction in the place where the Dissenting Shareholder resides if the Company carries on business in that province.

Upon an application to a court, all Dissenting Shareholders whose Class A Subordinate Voting Shares or Class B Multiple Voting Shares have not been purchased by the Purchaser will be joined as parties and bound by the decision of a court, and the Purchaser will be required to notify each affected Dissenting Shareholder of the date, place and consequences of the application and of such Dissenting Shareholder’s right to appear and be heard in person or by counsel. Upon any such application to a court, the court may determine whether any person is a Dissenting Shareholder who should be joined as a party, and the order will be rendered against the Purchaser in favour of each Dissenting Shareholder and for the amount of the fair value of his or her Class A Subordinate Voting Shares or Class B Multiple Voting Shares as fixed by the court. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Effective Date until the date of payment.

Registered Shareholders who are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of their Class A Subordinate Voting Shares or Class B Multiple Voting Shares as determined under section 190 of the CBCA as modified by the Interim Order will be more than or equal to the Consideration payable under the Arrangement. In addition, any judicial determination of fair value will result in a delay of receipt by a Dissenting Shareholder of payment for such Dissenting Shareholder’s shares.

The foregoing is only a summary of the dissenting shareholder provisions of section 190 of the CBCA as modified by the Interim Order which are technical and complex. A complete copy of section 190 of the CBCA and the Interim Order are attached as Appendix E and Appendix F to the Circular, respectively. It is recommended that any registered holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares wishing to avail himself or herself of his or her Dissent Rights under those provisions seek legal advice, as failure to comply strictly with the provisions of the CBCA as modified by the Interim Order will result in the loss or unavailability of Dissent Rights. For a general summary of certain Canadian income tax implications to a Dissenting Shareholder, see “Certain Canadian Federal Income Tax Considerations — Holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares Resident in Canada — Dissenting Shareholders” and “Certain Canadian Federal Income Tax Considerations — Holders of Class A

Subordinate Voting Shares or Class B Multiple Voting Shares Not Resident in Canada — Dissenting Shareholders”.

BENEFITS TO INSIDERS, AFFILIATES AND ASSOCIATES

Other than as disclosed in the Circular, none of the directors or officers of the Company, and to the knowledge of the Company after reasonable enquiry, no associate or affiliate of the Company, no insider of the Company (other than a director or officer of the Company), no associate or affiliate of an insider of the Company, and no person or company acting jointly or in concert with the Company, will receive any direct or indirect benefit from voting for or against the Arrangement Resolution, other than the Consideration available to any holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares pursuant to the Arrangement. See “Particulars of the Arrangement — Interests of Certain Persons in the Arrangement”.

COMMITMENTS TO VOTE IN FAVOUR OF THE ARRANGEMENT

Other than the Voting Agreement, neither the Company nor, to the knowledge of the Company after reasonable inquiry, any director or officer of the Company, any associate or affiliate of the Company, any insider of the Company (other than a director or officer of the Company), any associate or affiliate of an insider of the Company, or any person or company acting jointly or in concert with the Company, has entered into any agreements, commitments or understanding to vote any Class A Subordinate Voting Shares, Class B Multiple Voting Shares or Ordinary Shares in favour of the Arrangement Resolution.

EXPENSES OF THE ARRANGEMENT

The Company estimates that expenses in the aggregate amount of approximately $26 million will be incurred by the Company in connection with the Arrangement, including legal and accounting fees, fees payable to the Financial Advisors for their services as financial advisors to the Board of Directors, printing costs, proxy solicitation costs and the cost of preparing and mailing the Meeting Materials.

Except as otherwise provided under the Arrangement Agreement, all fees, costs and expenses of the Parties in connection with the Arrangement are to be paid by the Party incurring such fees, costs and expenses. See “Summary of Arrangement Agreement — Termination Fee, Break-Up Fee and Expenses — Expense Reimbursement Payable by the Company” for a description of the circumstances in which the Company will be obligated to reimburse the Purchaser for its out-of-pocket expenses incurred in connection with the Arrangement Agreement, up to a maximum of $12 million against receipts therefor.

PROCEDURES FOR THE SURRENDER OF SHARE CERTIFICATES AND PAYMENT OF CONSIDERATION

Letter of Transmittal

If you are a Registered Shareholder you should have received Letter(s) of Transmittal with the Circular. In order to receive the Consideration for their Class A Subordinate Voting Shares or Class B Multiple Voting Shares, Registered Shareholders will have to duly complete and execute the Letter(s) of Transmittal enclosed with the Circular and deliver it, together with their applicable share certificate(s) and such additional documents and instruments as the Depositary may reasonable require, to the Depositary in accordance with the instructions contained in the Letter(s) of Transmittal. The Letter(s) of Transmittal will also be available on our website at www.chc.com, on SEDAR at www.sedar.com, on EDGAR at www.sec.gov and on the Depositary’s website at www.cibcmellon.com. Additional copies of the Letter(s) of Transmittal can also be obtained by contacting our proxy solicitation agent, Kingsdale Shareholder Services Inc., toll free at 1-866-879-7650 or using the other contact details listed on the back page of the Circular.

The Letter(s) of Transmittal contain procedural information relating to the Arrangement and should be reviewed carefully.

If you are a holder of unexchanged certificates that previously represented common shares of the Company that were changed to Class A Subordinate Voting Shares and Class B Multiple Voting Shares in accordance with the certificate of amendment of the Company dated September 27, 1991, you should surrender such unexchanged

certificates to the Depositary in order to receive cash consideration for the Class A Subordinate Voting Shares and Class B Multiple Voting Shares that you own.

Non-registered holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares should carefully follow the instructions from the Nominee that holds Class A Subordinate Voting Shares or Class B Multiple Voting Shares on their behalf in order to submit certificates representing their Class A Subordinate Voting Shares or Class B Multiple Voting Shares, as applicable to the Depositary.

Any use of mail to transmit certificate(s) for Class A Subordinate Voting Shares or Class B Multiple Voting Shares and/or Letter(s) of Transmittal is at the risk of the relevant Shareholder. If these documents are mailed, it is recommended that registered mail, with return receipt requested, and with proper insurance, be used.

Depositary

The Purchaser and the Company have engaged CIBC Mellon Trust Company to act as Depositary for the receipt of certificates in respect of Class A Subordinate Voting Shares and Class B Multiple Voting Shares and related Letter(s) of Transmittal deposited pursuant to the Arrangement. The Depositary will receive reasonable and customary compensation for its services in connection with the Arrangement, will be reimbursed for certain out-of-pocket expenses and will be indemnified by the Purchaser against certain liabilities in connection with its engagement.

No fee or commission is payable by any holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares who transmit their shares directly to the Depositary.

Delivery and Payment of Consideration

Prior to the filing of the Articles of Arrangement by the Company with the Director, in accordance with the terms of the Arrangement Agreement, the Purchaser shall deposit, or shall cause to be deposited to the Depositary, on its own behalf or on behalf of the Company, as applicable, the cash required for the payment of the aggregate consideration which holders of Class A Subordinate Voting Shares, Class B Multiple Voting Shares, Options, PSUs and SARs are entitled to receive under the Arrangement.

The Depositary will act as the agent of persons who have deposited the Class A Subordinate Voting Shares and the Class B Multiple Voting Shares in connection with the Arrangement for the purpose of receiving payment from the Purchaser and transmitting payment from the Purchaser to such persons, and receipt of payment by the Depositary will be deemed to constitute receipt of payment by persons depositing such shares.

Upon the surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Class A Subordinate Voting Shares or Class B Multiple Voting Shares that were transferred pursuant to the Arrangement (see “Particulars of the Arrangement — Arrangement Mechanics”) together with a duly completed and executed Letter(s) of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares represented by such surrendered certificate will be entitled to receive in exchange therefor from the Depositary, and the Depositary will deliver to such holder as soon as possible, a cheque (or other form of immediately available funds) representing the cash which such holder has the right to receive under the Arrangement for such Class A Subordinate Voting Shares or Class B Multiple Voting Shares, less any amounts withheld as described below, and any certificate so surrendered will forthwith be cancelled.

Unless otherwise directed in the Letter(s) of Transmittal, cheques to be issued will be issued in the name of the Registered Shareholder of the shares so deposited. Unless the person who deposits the certificates representing the Class A Subordinate Voting Shares or Class B Multiple Voting Shares instructs the Depositary to hold the cheque for pick-up by checking the appropriate box in the Letter(s) of Transmittal, cheques will be forwarded by first class, insured mail to the address supplied in the Letter(s) of Transmittal. If no address is provided, cheques will be forwarded to the address of the holder as shown on the register maintained by the Transfer Agent.

On or as soon as practicable after the Effective Date, the Depositary will deliver, on behalf of the Company, to each person who immediately before the Effective Time was a holder of Options, PSUs and SARs, as reflected on the register or accounts maintained by or on behalf of the Company in respect of Options, PSUs and SARs as provided to the Depositary, a cheque (or other form of immediately available funds) representing the cash payment, if any,

which such holder of Options, PSUs and SARs is entitled to receive pursuant to the Plan of Arrangement, less any amounts withheld as described below.

Until surrendered for cancellation as contemplated by the Plan of Arrangement, each certificate that immediately prior to the Effective Time represented Class A Subordinate Voting Shares or Class B Multiple Voting Shares will be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate as contemplated by the Plan of Arrangement, less any amounts withheld as described below. Any such certificate formerly representing Class A Subordinate Voting Shares or Class B Multiple Voting Shares not duly surrendered on or before the sixth anniversary of the Effective Date will cease to represent a claim by, or interest of, any former holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares of any kind or nature against or in the Company or the Purchaser. On such date, all cash to which such former Shareholder was entitled will be deemed to have been surrendered to the Purchaser.

Any payment made by way of cheque by the Depositary on behalf of the Company or the Purchaser pursuant to the Plan of Arrangement that has not been deposited on or before the sixth anniversary of the Effective Time, or has been returned to the Depositary or that otherwise remains unclaimed on the sixth anniversary of the Effective Time, and any right or claim to payment under the Plan of Arrangement that remains outstanding on the sixth anniversary of the Effective Time will cease to represent a right or claim of any kind or nature and the right of the holder to receive the consideration for Class A Subordinate Voting Shares, Class B Multiple Voting Shares, Options, PSUs or SARs, as the case may be, pursuant to the Plan of Arrangement will terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.

No holder of Class A Subordinate Voting Shares, Class B Multiple Voting Shares, Options, PSUs or SARs will be entitled to receive any consideration with respect to such securities other than any cash payment to which such holder is entitled to receive in accordance with the Plan of Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends with a record date prior to the Effective Date. No dividend or other distribution declared or made after the Effective Time with respect to Class A Subordinate Voting Shares and/or Class B Multiple Voting Shares with a record date on or after the Effective Date will be delivered to the holder of any unsurrendered certificate which, immediately prior to the Effective Date, represented outstanding Class A Subordinate Voting Shares or Class B Multiple Voting Shares.

Under no circumstances will interest on the Consideration payable pursuant to the Plan of Arrangement accrue or be paid to the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares, regardless of any delay in making such payment.

The Purchaser, the Company and the Depositary will be entitled to deduct and withhold from any amounts payable to any person under the Plan of Arrangement (including any amounts payable pursuant to the exercise of Dissent Rights) such amounts as the Purchaser or the Company determines, acting reasonably, are required or permitted to be deducted or withheld with respect to such payment under the Tax Act, the Code or any provision of any other applicable Law. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts will be treated for all purposes of the Plan of Arrangement as having been paid to such person as the remainder of the payment in respect of which such deduction and withholding were made.

RISK FACTORS

The following risk factors should be carefully considered by Shareholders in evaluating whether to approve the Arrangement Resolution.

Risks Relating to the Arrangement

The completion of the Arrangement is subject to a number of conditions precedent, some of which are outside the Company’s control, including receipt of the Final Order. Other conditions precedent which are outside of the Company’s control include the receipt of the Key Non-Transportation Regulatory Approvals and the Transportation Regulatory Approvals, consents under certain Material Contracts, the number of Class A Subordinate Voting Shares and Class B Multiple Voting Shares in respect of which Dissent Rights are exercised and obtaining requisite Shareholder approval. There can be no certainty, nor can the Company provide any assurance, that all conditions

precedent to the Arrangement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived.

Each of the Purchaser and the Company has the right, in certain circumstances, to terminate the Arrangement Agreement. Accordingly, there can be no certainty, nor can the Company provide any assurance, that the Arrangement Agreement will not be terminated by either of the Purchaser or the Company prior to the completion of the Arrangement.

If, for any reason, the Arrangement is not completed or its completion is materially delayed and/or the Arrangement Agreement is terminated, the market price of Class A Subordinate Voting Shares and/or Class B Multiple Voting Shares may be materially adversely affected. The Company’s business, financial condition or results of operations could also be subject to various material adverse consequences, including that the Company would remain liable for significant costs relating to the Arrangement including, among others, legal, accounting and printing expenses. In addition, depending on the circumstances in which termination of the Arrangement Agreement occurs, the Company may have to pay the Termination Fee or reimburse certain expenses of the Purchaser as provided for in the Arrangement Agreement.

See also “Background to and Reasons for the Arrangement — Reasons for the Arrangement” for a description of certain risks and other potentially negative factors concerning the Arrangement.

Risks Relating to the Company

Whether or not the Arrangement is completed, the Company will continue to face many of the risks that it currently faces with respect to its business and affairs. These risk factors are further detailed in the Company’s current amended annual report on Form 20-F/A and other filings of the Company filed with the SEC and the Company’s current annual information form and other filings of the Company filed with the Securities Authorities of Canada.

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Company’s most current annual information form, the amended comparative consolidated audited financial statements of the Company for the financial year ended April 30, 2007, together with the report of auditors thereon and the amended management’s discussion and analysis of the Company’s financial conditions and results of operation for fiscal year 2007, any interim financial statements that were filed since April 30, 2007, management’s discussion and analysis for these interim financial statements and the documents incorporated by reference in the Circular, can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Copies of those documents, as well as additional copies of the Circular, are available upon written request to the Company Secretary.

LEGAL MATTERS

Certain legal matters in connection with the Arrangement will be passed upon by Ogilvy Renault LLP and DLA Piper US LLP on behalf of the Company.

QUESTIONS AND FURTHER ASSISTANCE

If you have any questions about the information contained in the Circular or require assistance in completing your form(s) of proxy, please contact the Company’s proxy solicitation agent, Kingsdale Shareholder Services Inc., toll free at 1-866-879-7650 or using the other contact details listed on the back page of the Circular.

GLOSSARY OF TERMS

Unless the context otherwise requires, the following terms will have the meanings set forth below when used in the Circular, including the Summary, but not including the Appendices:

“1933 Act” means the United States Securities Act of 1933, as amended;

“1934 Act” means the United States Securities Exchange Act of 1934, as amended;

“ACN” means Aerocontractors Company of Nigeria Limited;

“Acquisition Proposal” means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned subsidiaries, any written or oral offer, proposal or inquiry from any person or joint actors (other than any Purchaser Party or any of their affiliates) relating to (a) any direct or indirect acquisition or purchase (or any lease, long-term supply agreement or other arrangement having the same economic effect as a purchase), in a single transaction or a series of related transactions, of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company and its subsidiaries or 20% or more of the voting or equity securities of the Company or any of its subsidiaries (or rights or interests therein or thereto) whose assets or revenues, individually or in the aggregate, constitute 10% or more of the consolidated assets or consolidated revenue, as applicable, of the Company and its subsidiaries; (b) any direct or indirect take-over bid, exchange offer, treasury issuance or similar transaction that, if consummated, would result in a person or joint actors beneficially owning 20% or more of any class of voting or equity securities or any other equity interests (including securities convertible into or exercisable or exchangeable for equity interests) of the Company or any of its subsidiaries whose assets or revenues, individually or in the aggregate, constitute 10% or more of the consolidated assets or consolidated revenue, as applicable, of the Company and its subsidiaries; or (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its subsidiaries whose assets or revenues, individually or in the aggregate, constitute 10% or more of the consolidated assets or consolidated revenue, as applicable, of the Company and its subsidiaries;

“Additional Reorganization” has the meaning ascribed thereto under the heading “Summary of Arrangement Agreement — Co-operation Regarding Reorganization”;

“affiliate” has the meaning ascribed thereto in the CBCA;

“Aircraft” means helicopters and fixed-wing aircraft, including all Parts from time to time incorporated or installed in, attached to or forming part of such aircraft;

“Arrangement” means an arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of the Company and the Purchaser, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated as of February 22, 2008 between the Purchaser and the Company, as it may be amended, modified or supplemented from time to time in accordance with its terms thereof;

“Arrangement Resolution” means the special resolution approving the Plan of Arrangement to be considered at the Meeting, to be substantially in the form and content of Appendix A attached to the Circular;

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement, required by the CBCA to be sent to the Director after the Final Order is made, which shall be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably;

“Board of Directors” means the board of directors of the Company;

“Break-Up Fee” has the meaning ascribed thereto under “Summary of Arrangement Agreement — Termination Fee, Break-Up Fee and Expenses — Break-Up Fee Payable by the Purchaser”;

“Broadridge” means Broadridge Investor Communications Corporation;

“business day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Toronto or Vancouver, Canada, New York, New York or London, United Kingdom;

“Canada Transportation Act” means the Canada Transportation Act (Canada), as amended;

“CBCA” means the Canada Business Corporations Act, as amended;

“Cdn.$” or “$” means Canadian dollars;

“CDS” means CDS Clearing and Depository Services Inc.;

“Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement;

“Change in Recommendation” has the meaning ascribed thereto under “Summary of Arrangement Agreement — Termination of the Arrangement Agreement”;

“Circular” means the Notice of Meeting and this management information circular, including all Appendices attached hereto, sent to, among others, the holders of Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares in connection with the Meeting, as amended, supplemented or otherwise modified from time to time;

“Class A Subordinate Voting Shares” means the Class A Subordinate Voting Shares in the capital of the Company;

“Class B Multiple Voting Shares” means the Class B Multiple Voting Shares in the capital of the Company;

“Coattail Agreement” means the Coattail Agreement among the Company, National Trust Company, Craig L. Dobbin and Discovery Helicopters Inc. dated August 9, 1991, as amended;

“Code” has the meaning ascribed thereto under “Certain U.S. Federal Income Tax Considerations”;

“Commitment Letter” means the executed commitment letter dated February 15, 2008 made by the Lenders in favour of 6922767 Holding SARL pursuant to which the Lenders have committed to provide to an affiliate of the Purchaser debt financing in the amount of US$850 million;

“Company” means CHC Helicopter Corporation, a corporation existing under the laws of Canada;

“Company Disclosure Letter” means the disclosure letter dated February 22, 2008 regarding the Arrangement Agreement that has been provided by the Company to the Purchaser;

“Company Employees” means employees and independent contractors of the Company and its subsidiaries;

“Company Plans” means all material health, medical, dental, welfare, supplemental unemployment benefit, bonus, profit sharing, option, insurance, incentive, incentive compensation, deferred compensation, change in control, retention, severance, bonus, share purchase, share compensation, fringe benefit, retiree medical, disability, pension, retirement or supplemental retirement plans and each other material employee or director compensation or benefit plan, policy, trust, fund, agreement or arrangement for the benefit of current or former directors of the Company or any subsidiary, Company Employees or former Company Employees, which are maintained or sponsored by, contributed to, or binding upon the Company or any principal subsidiary or in respect of which the Company or any principal subsidiary has had or has any actual or potential liability;

“Competition Act” means the Competition Act (Canada), as amended;

“Compliant” means, with respect to the Financing Information, that (a) such Financing Information does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such Financing Information, in light of the circumstances under which it was provided, not misleading, (b) such Financing Information is, and remains throughout the Marketing Period, compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the 1933 Act (excluding information required by

Regulation S-X Rule 3-10) for offerings of debt securities that customarily would be included in an offering memorandum relating to private placements of debt securities under Rule 144A of the 1933 Act, (c) the Company’s auditors have not withdrawn any audit opinion with respect to any financial statements contained in the Financing Information, and (d) the financial statements and other financial information included in such Financing Information are, and remain throughout the Marketing Period, sufficient in all material respects (excluding information required by Regulation S-X Rule 3-10, but including summary guarantor/non-guarantor information of the type that customarily would be included in an offering memorandum relating to private placements of debt securities under Rule 144A of the 1933 Act) to permit (i) a registration statement using such financial statements to be declared effective by the SEC on the last day of the Marketing Period, and (ii) the financing sources (including underwriters, placement agents or initial purchasers) to receive customary comfort from the Company’s independent auditors on the financial information contained in any offering document, private placement memorandum or similar document, including customary negative assurances comfort and change period comfort, to consummate any private placements of debt securities under Rule 144A of the 1933 Act on the last day of the Marketing Period;

“Confidentiality Agreement” means the letter agreement between First Reserve Corporation and the Company dated November 5, 2007, as amended from time to time in accordance with its terms;

“Consideration” means $32.68 in cash per Class A Subordinate Voting Share and per Class B Multiple Voting Share, subject to adjustment in accordance with the Arrangement Agreement;

“Contract” means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding or other right or obligation (written or oral) to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or affected or to which any of their properties or other assets is subject;

“Court” means the Supreme Court of British Columbia;

“D&O Insurance” has the meaning ascribed thereto under “Summary of Arrangement Agreement — Director and Officer Indemnification and Insurance”;

“Debt Tender Offer” has the meaning ascribed thereto under “Summary of Arrangement Agreement — Repayment of Existing Indebtedness of the Company”;

“Demand For Payment” means a written notice of a Dissenting Shareholder containing his or her name and address, the number of Class A Subordinate Voting Shares or Class Multiple Voting Shares in respect of which he or she dissents and a demand for payment of the fair value of such shares, submitted to the Company (or its successor);

“Depositary” means CIBC Mellon Trust Company, as depositary;

“Director” means the Director appointed pursuant to section 260 of the CBCA;

“Discovery Shares” has the meaning ascribed thereto under “Information Concerning the Company — Voting Securities — Take-Over Bid Protection”;

“Disinterested Vote” has the meaning ascribed thereto under the heading “Particulars of the Arrangement — Shareholder Approval of the Arrangement”.

“Dissent Procedures” has the meaning ascribed thereto under the heading “Dissenting Shareholders’ Rights”;

“Dissent Rights” has the meaning ascribed thereto under the heading “Dissenting Shareholders’ Rights”;

“Dissenting Shareholder” means a registered holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares who validly dissents in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of Class A Subordinate Voting Shares and Class B Multiple Voting Shares in respect of which Dissent Rights are validly exercised by such registered holder;

“Dobbin Shares” has the meaning ascribed thereto under “Information Concerning the Company — Voting Securities — Take-Over Bid Protection”;

“EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval system of the SEC;

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

“Effective Time” means 12:01 a.m. (Vancouver time), or such other time as may be agreed to in writing by the Company and the Purchaser, on the Effective Date;

“Employee Share Purchase Plan” means the Employee Share Purchase Plan of the Company as amended and restated as of December 20, 2000;

“Equity Commitment Letter” means the executed equity commitment letter dated February 22, 2008 made by the Equity Sponsor in favour of the Purchaser, pursuant to which the Equity Sponsor has committed to provide the Purchaser with equity financing in the amount of $1,643 million;

“Equity Sponsor” means FR Horizon AIV, L.P.;

“Estate” means The Estate of the late Craig L. Dobbin;

“Exchange” or “Exchanges”, as applicable, means the TSX and/or NYSE, as applicable;

“Fairness Opinions” means the Merrill Lynch Opinion and the Scotia Capital Opinion;

“Final Order” means the final order of the Court approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal;

“Financial Advisors” means collectively, Merrill Lynch and Scotia Capital, the financial advisors to the Board of Directors;

“Financing Information” means the financial and other information regarding the Company and its subsidiaries as may be reasonably requested by the Purchaser, including financial statements, prepared in accordance with GAAP together with a reconciliation to United States generally accepted accounting principles prepared substantially in accordance with Item 18 of Form 20-F, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X and Regulation S-K promulgated under the 1933 Act (excluding information required by Regulation S-X Rule 3-10, but including summary guarantor/non-guarantor information of the type that customarily would be included in an offering memorandum relating to private placements of debt securities under Rule 144A of the 1933 Act) and of type and form, and for the periods, customarily included in offering documents to consummate private placements of debt securities under Rule 144A of the 1933 Act, assuming that such private placements were consummated at the same time during the Company’s fiscal year as such private placements of debt securities will be made, all of which shall be Compliant;

“GAAP” means Canadian generally accepted accounting principles, as in effect from time to time;

“Governmental Entity” means any (a) supranational, multinational, federal, national, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, office, Crown corporation, commission, commissioner, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body, including any tribunal, commission, stock exchange (including the Exchanges), regulatory agency or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and “Governmental Entities” means more than one Governmental Entity;

“Guarantor” means FR Horizon AIV, L.P.;

“Holdco” means 6922767 Holding (Cayman) Inc., an affiliate of the Purchaser;

“Holdco Replacement Option” has the meaning ascribed thereto under “Particulars of the Arrangement — Arrangement Mechanics”;

“Indemnified Person” has the meaning ascribed thereto under “Summary of Arrangement Agreement — Director and Officer Indemnification and Insurance”;

“Interim Order” means the interim order of the Court dated March 27, 2008, in respect of the Arrangement, providing for, among other things, the calling and holding of the Meeting, as the same may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably, a copy of which is attached as Appendix F to the Circular;

“Investment Canada Act” means the Investment Canada Act, as amended;

“IRS” has the meaning ascribed thereto under “Certain U.S. Federal Income Tax Considerations”;

“Key Non-Transportation Regulatory Approvals” means the Regulatory Approvals identified as such in the Arrangement Agreement and as described under “Regulatory Approvals -Key Non-Transportation Regulatory Approvals”;

“Law” or “Laws” means all federal, national, multinational, provincial, state, municipal, regional and local laws (statutory, common or otherwise), constitutions, treaties, conventions, by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, certificates, ordinances, judgments, injunctions, determinations, awards, decrees, legally binding codes or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or licence or other similar requirement enacted, adopted, promulgated or applied by any Governmental Entity or self-regulatory authority (including the Exchanges), and the term “applicable” with respect to such Laws and in a context that refers to one or more persons, means such Laws as are binding upon or applicable to such person or its assets;

“Lenders” means collectively, Morgan Stanley Bank International Limited and its affiliates;

“Letter(s) of Transmittal” means the letter(s) of transmittal sent by the Company with the Circular to the Registered Shareholders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares for use in connection with the Arrangement;

“Liens” means any hypothecs, mortgages, liens, charges, security interests, prior claims, pledges, options, rights of first refusal or first offer, covenants, restrictions, encumbrances of any kind and adverse claims;

“Limited Guaranty” means the limited guaranty dated as of February 22, 2008 by the Guarantor in favour of the Company;

“Long-Term Incentive Plan” means the Senior Management Long-Term Incentive Plan of the Company dated June 28, 2005, as amended or supplemented from time to time;

“Marketing Period” means, unless otherwise agreed by the Parties, the first period of 20 consecutive business days throughout and on the last day of which (a) the Purchaser will have the Financing Information, including the Financing Information with respect to the Company’s fiscal quarter ended January 31, 2008 (or, if such period commences after June 1, 2008 with respect to the Company’s fiscal year ended April 30, 2008) and such Financing Information will be Compliant, (b) all conditions set forth in “Summary of Arrangement Agreement — Mutual Conditions Precedent” and “Summary of Arrangement Agreement — Additional Conditions Precedent to the Obligations of the Purchaser” (other than those that by their nature will not be satisfied until the Effective Time or conditions with respect to which the Purchaser will have failed to comply with its obligations under the Arrangement Agreement) have been satisfied or waived in accordance with the Arrangement Agreement and nothing has occurred and no condition exists that would cause any of those conditions (other than conditions with respect to which the Purchaser will have failed to comply with its obligations under the Arrangement Agreement) not to be satisfied unless waived in accordance with the Arrangement Agreement, assuming the Effective Time were to be scheduled for any time during such consecutive 20 business day period, and (c) the Company will have provided all co-operation which it is obligated to provide under the financing assistance provisions of the Arrangement Agreement; provided that, notwithstanding anything to the contrary above, the Marketing Period will not commence and will be deemed not to have commenced if, on or prior to the completion of such consecutive 20 business day period, (i) the Company will have announced any intention to restate any financial statements or financial information included in the Financing Information or that any such restatement is under consideration or may be a possibility, in which case the Marketing Period will be deemed not to commence at the earliest unless and

until such restatement has been completed and the applicable Financing Information has been amended or the Company has announced that it has concluded that no restatement will be required, (ii) the Company will have failed to file any report with the applicable Securities Authorities when due, in which case the Marketing Period will be deemed not to commence unless and until all such reports have been filed, or (iii) the Financing Information would not be Compliant throughout and on the last day of such 20 business day period, in which case a new 20 business day period will commence upon the Purchaser receiving updated Financing Information that is Compliant, and the requirements in clauses (a), (b) and (c) above would be satisfied throughout and on the last day of such new 20 business day period;

“Matching Period” has the meaning ascribed thereto under “Summary of Arrangement Agreement — Non-Solicitation Covenant and Fiduciary Out — Purchaser’s Right to Match”;

“Material Adverse Effect” means any fact or state of facts, circumstance, change, effect, occurrence or event which: (a) either individually is or in the aggregate are, or individually or in the aggregate would reasonably be expected to be, material and adverse to the business, operations, results of operations, properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise) or condition (financial or otherwise) of the Company and its subsidiaries, on a consolidated basis, except to the extent of any fact or state of facts, circumstance, change, effect, occurrence or event resulting from or arising in connection with: (i) any change in GAAP or changes in regulatory accounting requirements applicable to the offshore helicopter services industry or the helicopter repair and overhaul industry; (ii) any adoption, proposal, implementation or change in applicable Law or interpretations thereof by any Governmental Entity; (iii) any change in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in general economic, business, regulatory, or market conditions or in national or global financial or capital markets; (iv) any change generally affecting the offshore helicopter services industry or the helicopter repair and overhaul industry; (v) the execution, announcement or performance of the Arrangement Agreement or consummation of the transactions contemplated by the Arrangement Agreement, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company or any of its subsidiaries with any of their customers, employees, shareholders, financing sources, vendors, distributors, partners or suppliers as a direct result thereof or in connection therewith; (vi) any natural disaster; (vii) any change in the market price or trading volume of the securities of the Company (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Material Adverse Effect has occurred), or any suspension of trading in securities generally on any securities exchange on which the securities of the Company trade; (viii) the failure of the Company in and of itself to meet any internal or public projections, forecasts or estimates of revenues or earnings (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred); (ix) any actions taken (or omitted to be taken) at the written request of the Purchaser; or (x) any action taken by the Company or any of its subsidiaries that is required pursuant to the Arrangement Agreement (excluding any obligation to act in the ordinary course of business, but including any steps taken pursuant to the Arrangement Agreement to obtain the Regulatory Approvals); provided, however, that with respect to clauses (i), (ii), (iii), (iv) and (vi) such matter does not have a materially disproportionate effect on the Company and its subsidiaries, taken as a whole, relative to comparable entities operating in the offshore helicopter services industry or the helicopter repair and overhaul industry, and references in certain sections of the Arrangement Agreement to dollar amounts are not intended to be, and will not be deemed to be, illustrative or interpretative for purposes of determining whether a “Material Adverse Effect” has occurred; or (b) either individually or in the aggregate prevents, or individually or in the aggregate would reasonably be expected to prevent, the Company from performing its material obligations under the Arrangement Agreement in any material respect;

“Material Contract” means any Contract that: (a) if terminated would reasonably be expected to have a material adverse effect on the results or operations of the Company and its subsidiaries on a consolidated basis; (b) provides for obligations or entitlements of the Company, or which has an economic value to the Company or any of its subsidiaries, in excess of either $5 million per annum or $15 million in total; (c) is a Contract that contains any non-competition obligations or otherwise restricts in any material way the business of the Company or any subsidiary or affiliate of the Company or that includes any material exclusive dealing arrangement or any other material arrangement that grants any material right of first refusal or material right of first offer or similar material right or that limits or purports to limit in any material respect the ability of the Company or its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (d) relates to indebtedness in excess of $5 million or relates to the direct or indirect guarantee or assumption by the Company or its subsidiaries (contingent or otherwise) of any payment or performance obligations of any other person in excess of $5 million; (e) is a financial risk management Contract, such as currency, commodity interest or equity related hedge or derivative

Contract; (f) relates to the disposition or acquisition by the Company or any of its subsidiaries after the date of the Arrangement Agreement of an amount of assets in excess of $5 million or pursuant to which the Company or any of its subsidiaries has any ownership interest in any other person or other business enterprise other than the Company’s subsidiaries in excess of $5 million; (g) relates to the acquisition or sale by the Company of any operating business or the capital stock or other ownership interest of any other person in excess of $5 million; (h) that is a material shareholders, joint venture, alliance or partnership agreement; (i) to which an associate (as defined in the Securities Act) of the Company or any of its subsidiaries is a party; (j) to which an original equipment manufacturer of Aircraft and/or Parts is a party and such Contract relates to an Aircraft purchase, the purchase of Parts with a term of more than two years, the provision of maintenance, repair and overhaul services for a term of more than two years or the licensing of maintenance, repair and overhaul services; or (k) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);

“material fact” has the meaning ascribed thereto in the Securities Act;

“Meeting” means the special meeting of Shareholders to be held on Tuesday, April 29, 2008 and any adjournment or postponement thereof, to consider the Arrangement Resolution;

“Meeting Materials” means collectively, the Notice of Meeting, the Circular, the form(s) of proxy and Letter(s) of Transmittal;

“Merrill Lynch” means Merrill Lynch, Pierce, Fenner & Smith Incorporated;

“Merrill Lynch Opinion” means the written fairness opinion dated February 22, 2008 rendered by Merrill Lynch to the Board of Directors in connection with the Arrangement, attached as Appendix D-1 to the Circular;

“MI 61-101” means Multilateral Instrument 61-101 — Protection of Minority Securityholders in Special Transactions;

“Nominee” means an intermediary that a Non-Registered Shareholder deals with in respect of the Shares, including, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self administered RRSPs, RRIFs, RESPs and similar plans;

“Non-Registered Shareholder” has the meaning ascribed thereto under “The Meeting and Solicitation of Proxies — Non-Registered Shareholders”;

“Non-Resident Dissenting Shareholder” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations — Holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares Not Resident in Canada — Dissenting Shareholders”;

“Non-Resident Shareholder” means a holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares who, for the purposes of the Tax Act and at all relevant times, (a) has not been and is not resident in Canada or deemed to be resident in Canada, and (b) does not use or hold and is not deemed to use or hold Class A Subordinate Voting Shares or Class B Multiple Voting Shares in connection with carrying on a business in Canada;

“non-U.S. holder” has the meaning ascribed thereto under “Certain U.S. Federal Income Tax Considerations”;

“Notice of Dissent” means a written objection to the Arrangement Resolution by a holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares;

“Notice of Meeting” means the Notice of Special Meeting of Shareholders dated March 28, 2008 accompanying the Circular;

“NYSE” means the New York Stock Exchange;

“O.S. Holdings” means O.S. Holdings Inc., a corporation incorporated under the laws of the Province of Newfoundland and Labrador, the common shares of which are indirectly owned by the Estate;

“Offer To Pay” means a written offer to a Dissenting Shareholder by the Purchaser to pay to such holder the fair value of such holder’s Class A Subordinate Voting Shares or Class B Multiple Voting Shares;

“Option” means an option to purchase Class A Subordinate Voting Shares or Class B Multiple Voting Shares, as applicable, granted under a Stock Option Plan;

“Ordinary Share Loan” means the ordinary share loan agreement dated as of December 9, 1997 among the Company and O.S. Holdings;

“Ordinary Shares” means the Ordinary Shares in the capital of the Company;

“Outside Date” means July 22, 2008, or such later date as the Purchaser and the Company may agree in writing; provided that if the Effective Date has not occurred by July 22, 2008 as a result of either (a) the failure to obtain all of the Key Non-Transportation Regulatory Approvals and the Transportation Regulatory Approvals or (b) the last day of the Marketing Period having not then occurred (and the Purchaser has not then specified a date within the Marketing Period for the filing of the Articles of Arrangement as contemplated by the Arrangement Agreement), then in each case either the Purchaser or the Company may from time to time elect in writing to extend the Outside Date by a specified period of not less than five business days, provided that (i) in aggregate such extensions shall not exceed 120 days and (ii) that the Outside Date may only be extended for the minimum period reasonably necessary to obtain all of the Key Non-Transportation Regulatory Approvals and the Transportation Regulatory Approvals and to complete the Marketing Period and then only if the Party so extending the Outside Date is then in compliance in all material respects with its obligations under the Arrangement Agreement and reasonably believes that all of the Key Non-Transportation Regulatory Approvals and the Transportation Regulatory Approvals are capable of being obtained and the Marketing Period is capable of being concluded on or prior to the Outside Date, as it may be so extended;

“Parties” means, collectively, the Purchaser and the Company, and “Party” means either of them;

“Parts” means any and all parts, accessories and assemblies for Aircraft including any and all avionics, furnishings, instruments, appurtenances, accessories, components, communication and radar equipment, main rotor blades, engines, transmissions, main rotor heads, tail rotor assemblies, intermediate gear boxes, servo actuators, nodal beams, skid tubes, cockpit voice recorders and other equipment of any kind or nature whatsoever (whether consumable, repairable or non-repairable, spare parts or otherwise), whether or not incorporated or installed in, attached to or forming part of any Aircraft at a particular time;

“Permitted Transfer” has the meaning ascribed thereto under “Information Concerning the Company — Voting Securities — Take-Over Bid Protection”;

“person” includes an individual, firm, limited or general partnership, limited liability company, limited liability partnership, trust, joint venture, venture capital fund, association, body corporate, unincorporated organization, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“PFIC” has the meaning ascribed thereto under “Certain U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Considerations”;

“Plan of Arrangement” means the plan of arrangement, substantially in the form of Appendix B to the Circular, and any amendments or variations thereto made in accordance with the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of the Company and the Purchaser, each acting reasonably;

“Plans Consideration” means the funds required to pay in full the aggregate consideration payable on the transfer of the Options, PSUs and SARs pursuant to the Arrangement in accordance with the description under “Particulars of the Arrangement — Arrangement Mechanics”;

“Pre-Closing Reorganization” means the reorganization of the capital, assets and corporate structure (and all related transactions) of the Company and certain of its subsidiaries, as set forth in the Arrangement Agreement;

“Prior Incentive Plan” means the long-term incentive plan for senior management of the Company as it existed immediately prior to the adoption of the Long-Term Incentive Plan;

“Proposed Amendments” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations”;

“PSU” means a performance share unit issued under the Long-Term Incentive Plan or the Prior Incentive Plan;

“Purchaser” means 6922767 Canada Inc., a corporation incorporated under the laws of Canada;

“Purchaser Loan” has the meaning ascribed thereto under “Summary of Arrangement Agreement — Repayment of Existing Indebtedness of the Company”;

“Purchaser Parties” means the Purchaser and the Equity Sponsor;

“Record Date” means the close of business (Toronto time) on March 28, 2008, the record date for the Meeting;

“Registered Shareholder” means a registered holder of Shares as shown in registers maintained by or on behalf of the Company;

“Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made), waivers, early terminations, authorizations, clearances, or written confirmations of no intention to initiate legal proceedings from Governmental Entities required to consummate the transactions contemplated by the Arrangement Agreement, including the Key Non-Transportation Regulatory Approvals and the Transportation Regulatory Approvals;

“Reorganizations” means collectively, the Pre-Closing Reorganization and the Additional Reorganization, and “Reorganization” means either of them;

“Representatives” has the meaning ascribed thereto under “Summary of Arrangement Agreement — Non-Solicitation Covenant and Fiduciary Out”;

“Resident Dissenting Shareholder” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations — Holders of Class A Subordinate Voting Shares or Class B Multiple Voting Shares Resident in Canada — Dissenting Shareholders”;

“Resident Shareholder” means a holder of Class A Subordinate Voting Shares or Class B Multiple Voting Shares who, for purposes of the Tax Act and any applicable income tax convention, at all relevant times, is or is deemed to be resident in Canada;

“RESP” means registered educational savings plan;

“Reviewable Transaction” means a transaction involving the acquisition of control of a Canadian business by a non-Canadian that is subject to review under the Investment Canada Act;

“Rollover Option” means each option to purchase Class A Subordinate Voting Shares or Class B Multiple Voting Shares, as applicable, granted under a Stock Option Plan, held by an employee of the Company or any of its subsidiaries who, no later than five business days prior to the Meeting, has notified the Purchaser in writing of his or her election to receive a Holdco Replacement Option in exchange for such option; provided that neither the Estate nor any of its beneficiaries may elect to receive a Holdco Replacement Option;

“RRIF” means registered retirement income fund;

“RRSP” means registered retirement savings plan;

“SAR” means a share appreciation right granted under the Share Appreciation Rights Plan;

“Scotia Capital” means Scotia Capital Inc.;

“Scotia Capital Opinion” means the written opinion dated February 22, 2008 rendered by Scotia Capital to the Board of Directors in connection with the Arrangement, attached as Appendix D-2 to the Circular;

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means the Securities Act (Ontario), as amended;

“Securities Authorities” means the SEC, the Ontario Securities Commission and the applicable securities commissions and other securities regulatory authorities in each of the other provinces of Canada;

“Securities Laws” means the Securities Act and all other applicable Canadian provincial and territorial, United States federal and state securities Laws, rules and regulations and published policies thereunder;

“SEDAR” means the System for Electronic Document Analysis and Retrieval;

“Senior Credit Facility” means the Third Amended and Restated Credit Agreement dated as of July 31, 2007 among The Bank of Nova Scotia, as administrative agent, the lenders from time to time party to such agreement, and the Company and other obligors from time to time, as amended;

“Senior Notes Indenture” means the Indenture dated as of April 27, 2004 among the Company, each of the subsidiary guarantors named therein and The Bank of New York, as trustee, as amended;

“Senior Subordinated Notes” means the Company’s 7³/8% Senior Subordinated Notes due 2014, issued pursuant to the Senior Notes Indenture;

“Share Appreciation Rights Plan” means the Share Appreciation Rights Plan of the Company dated October 19, 2000, as amended or supplemented;

“Shareholders” means, the registered or beneficial holders of Shares, as the context requires;

“Shares” means, collectively, the Class A Subordinate Voting Shares, Class B Multiple Voting Shares and Ordinary Shares;

“SRPs” means the supplementary retirement plan agreements;

“Stock Option Plan” means the Employee Share Option Plan of the Company as amended and restated as of September 28, 2006, as amended or supplemented, and each other stock option plan of the Company;

“Strategic Review Committee” has the meaning ascribed thereto under “Background to and Reasons for the Arrangement — Background to the Arrangement”;

“subsidiary” means “subsidiary” as defined in section 1.1 of National Instrument 45-106 — Prospectus and Registration Exemptions as in effect on the date of the Arrangement Agreement;

“Superior Proposal” means a bona fide written Acquisition Proposal not obtained in breach of the non-solicitation provisions of the Arrangement Agreement to acquire not less than 90% of the outstanding Class A Subordinate Voting Shares and Class B Multiple Voting Shares (or all or substantially all of the assets of the Company on a consolidated basis) that the Board of Directors determines in good faith, after consultation with its financial and outside legal advisors, is a transaction (a) that is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal, (b) that is on terms and conditions more favourable, from a financial point of view, to the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares than the terms and conditions of the transaction contemplated by the Arrangement Agreement (after giving effect to any changes to the financial terms of the Arrangement Agreement proposed by the Purchaser in response to such Acquisition Proposal pursuant to the Purchaser’s right to match under the Arrangement Agreement), (c) that is not subject to any due diligence condition, and (d) in respect of which any required financing to complete such Acquisition Proposal has been demonstrated to the satisfaction of the Board of Directors to be likely to be obtained;

“Tax” and “Taxes” means any and all domestic and foreign federal, state, provincial, municipal and local taxes, assessments and other governmental charges, duties, impositions and liabilities imposed by any Governmental Entity, including Tax instalment payments, unemployment insurance contributions and employment insurance contributions, Canada Pension Plan and provincial pension contributions (and similar foreign plans), worker’s compensation and deductions at source, taxes based on or measured by gross receipts, income, profits, sales, capital,

use, and occupation, and including goods and services, value added, ad valorem, sales, capital, transfer, franchise, non-resident withholding, customs, payroll, recapture, employment, excise and property duties and taxes, together with all interest, penalties, fines and additions imposed with respect to such amounts;

“Tax Act” means the Income Tax Act (Canada), as amended;

“Tendered Notes” has the meaning ascribed thereto under “Summary of Arrangement Agreement — Repayment of Existing Indebtedness of the Company”;

“Termination Fee” has the meaning ascribed under “Summary of Arrangement Agreement — Termination Fee, Break-Up Fee and Expenses — Termination Fee Payable by the Company”;

“Transfer Agent” means CIBC Mellon Trust Company or any successor thereof, as registrar and transfer agent of the Company for the Class A Subordinate Voting Shares and Class B Multiple Voting Shares;

“Transportation Regulatory Approvals” means the Regulatory Approvals identified as such in the Arrangement Agreement and as described under “Regulatory Approvals — Transportation Regulatory Approvals”;

“TSX” means the Toronto Stock Exchange;

“US$” means U.S. dollars;

“U.S.” or “United States” means the United States of America;

“U.S. holder” has the meaning ascribed thereto under “Certain U.S. Federal Income Tax Considerations”;

“VIF” means a voting instruction form; and

“Voting Agreement” means the voting support agreement made as of February 22, 2008 among the Purchaser, Mark D. Dobbin, in his capacity as sole executor of the Estate, Discovery Helicopters Inc. and O.S. Holdings, pursuant to which such parties have agreed in favour of the Purchaser to, among other things, vote all of their Class A Subordinate Voting Share, Class B Multiple Voting Shares and Ordinary Shares in favour of the Arrangement Resolution.