Westjet Arrangement Agreement

The independent special committee of WestJet`s Board of Directors formed under the Agreement and the Board of Directors considered a number of factors in the evaluation of the Agreement, including some of the key factors listed below. See the circular (defined below) to discuss all the main factors and other considerations related to the Council`s recommendation. At the meeting, securityholders will be invited to vote on a special resolution approving an agreement under section 193 of the Business Corporations Act (Alberta) in which WestJet, Kestrel Bidco Inc., a subsidiary of Onex, and the securityholders are parties, under which the purchaser will be subject to the terms and conditions set out in the agreement between WestJet and the purchaser dated May 12, 2019, all issued and outstanding shares of Buy WestJet at a price of $31.00 per share in cash. WestJet trades on the Toronto Stock Exchange (TSX) under the symbol WJA. For more information on WestJet, please visit westjet.com. The Special Committee and the Board of Directors are of the view that the value offered to shareholders under the Agreement is more favourable to shareholders than the potential value that could result from the addition of a publicly traded company and the continuation of the Corporation`s strategic business plan. For more information: WestJet Investor Relations: 1-877-493-7853, email: [email protected]; WestJet Media Relations: 1-888-WJ-4-NEWS (1-888-954-6397), email: [email protected], Website: www.westjet.com The consideration of $31.00 in cash per share to be paid to shareholders (excluding holders of rollover securities, as that term is defined in the agreement) under the agreement, any cash that provides shareholders with a guarantee of value and immediate liquidity. Subscribe to WestJet on YouTube under youtube.com/westjet The May 12 agreement between WestJet and Onex includes the acquisition of all issued and outstanding shares of WestJet for $US 31.00 per share in cash. Connect to WestJet on Facebook under facebook.com/westjetFollow WestJet on Twitter under twitter.com/westjetFollow WestJet on Instagram instagram.com/westjet/Subscribe WestJet on YouTube under youtube.com/westjetRead WestJet blog under blog.westjet.com At the meeting, security holders are invited to vote on a special decision authorizing an agreement under the Business Corporations Act, at WestJet, buyer Kestrel Bidco Inc., was involved. (a related company of Onex) and security holders. Log in to WestJet on Facebook under facebook.com/westjet The transaction agreement contains customary non-poaching provisions, subject to the usual “fiduciary” provisions that give WestJet the right to review and accept a superior offer if the buyer does not comply with the superior offer. WestJet agreed to pay a fee to the purchaser upon termination of the agreement in certain circumstances.

The buyer has agreed to pay a fee to WestJet if, after fulfilling all other conditions to complete the transaction, the buyer is unable to finance the closing of the transaction. The consideration payable to shareholders of $31.00 in cash per share represents a 67% premium to the closing price of the shares on May 10, 2019 (the last trading day prior to the public announcement of the agreement) and a 63% premium to the 20-day volume-weighted average trading price for the shares; which ended that day. Glass Lewis noted in its report: “We believe the counterpart to the merger represents a compelling exit valuation and an attractive market premium for the company`s shareholders. In the absence of a superior competitive offer, we believe that the Arrangement Agreement justifies shareholder support at this time. ยป For further information: To contact WestJet Media Relations, please email media@westjet.com. .