Air Canada invests $2.5 billion in Aeroplan

Blackstone and La Caisse are leading a $2.5 billion, 25% minority equity investment in Aeroplan, valuing the program at $10 billion

Investor group also includes PSP Investments and British Columbia Investment Management Corporation

Air Canada retains full control over Aeroplan’s strategy, operations and day-to-day management through its controlling interest

Aeroplan Members, partners and employees will experience no changes as a result of the transaction

The transaction supports investment in Air Canada’s strategic plan and long-term growth and underscores the value of Aeroplan’s industry-leading loyalty program.

Proceeds will be used toward the repayment of upcoming US$1.2 billion bond maturity and accelerate share repurchases, including through a substantial issuer bid for up to $800 million in shares

MONTRÉAL, Aug. 11, 2026 (GLOBE NEWSWIRE) -- Air Canada today announced that funds managed by Blackstone and La Caisse, together with other leading Canadian institutions, are making a $2.5 billion minority equity investment in Aeroplan Inc. The transaction terms provide that the investor group is acquiring a 25% non-controlling equity interest in Aeroplan, valuing the program at $10 billion. 1

Air Canada will maintain full operational control of Aeroplan and a controlling ownership interest after the minority investment. Aeroplan remains a core part of Air Canada’s commercial strategy and customer value proposition, and the experience of members, partners and employees will be unaffected by the transaction.

Proceeds from this investment will be used toward the repayment of Air Canada’s upcoming US$1.2 billion ($1.7 billion) bond maturity, strengthening Air Canada's balance sheet through a reduction in gross indebtedness without a corresponding reduction in cash and cash equivalents. Most of the balance to be applied to accelerate the share repurchases contemplated in its long-term strategic plan.

The investor group led by Blackstone and La Caisse also includes PSP Investments and British Columbia Investment Management Corporation (BCI).

“This investment highlights Aeroplan as a differentiated loyalty platform and showcases the exceptional value created since its acquisition. The transaction strengthens Air Canada’s financial position by unlocking value from Aeroplan while retaining full operational control. It provides additional financial flexibility, and supports our pursuit of an investment grade rating, as we execute our long-term strategic plan, for the benefit of our customers, employees and investors,” said John Di Bert, Executive Vice President and Chief Financial Officer at Air Canada.

“Air Canada has established Aeroplan as one of Canada’s leading loyalty programs, with strategic partnerships across travel, financial, and commercial sectors. We are pleased to welcome Blackstone, La Caisse and other leading Canadian institutions as minority investors in Aeroplan as we continue to strengthen and expand Aeroplan’s global appeal. Under the new partnership, Air Canada retains full control of the program, meaning partners, members, and employees can all expect full continuity of the program as they do today. Air Canada is committed to remaining the majority owner of Aeroplan, ensuring continued control of the program while positioning it for future growth and value creation,” said Craig Landry, Executive Vice President & Chief Innovation Officer at Air Canada, and President of Aeroplan.

"We are proud to support Air Canada and the leading loyalty platform they’ve built in Aeroplan,” said Mark Rutledge, Senior Managing Director, Blackstone. “Blackstone is a long-term believer in Canada as both a compelling place to invest and serve clients. This transaction adds to our decades-long commitment to the country and is another example of our ability to provide flexible, efficient capital solutions to leading businesses around the world."

“This investment in Aeroplan, one of the country’s leading loyalty programs built by Air Canada, reflects La Caisse's ability to structure tailored capital solutions backed by a strategic asset, alongside a strong group of co-investors," said Martin Longchamps, Executive Vice-President and Head of Private Equity and Private Credit at La Caisse. "It is also an attractive diversification opportunity for our global portfolio, which ultimately benefits our depositors.”

Transaction Details

The investor group is making a $2.5 billion minority equity investment in Aeroplan Inc., acquiring a 25% equity interest in it. Air Canada will retain a 75% ownership interest and continue to control Aeroplan and its operations, strategic direction and day-to-day management. Proceeds from the transaction will primarily allow Air Canada to repay its upcoming US$1.2 billion debt maturity with most of the balance applied to accelerate the share repurchases contemplated in its long-term strategic plan. Settlement of the investment is planned to occur on August 17, 2026.

Financial Reporting, Governance and Ongoing Control

This investment includes customary minority investor rights. Air Canada will retain control of Aeroplan's strategy, operations, and day-to-day management. Air Canada will continue to consolidate Aeroplan in its consolidated financial statements and this investment will be reflected as a non-controlling interest within shareholders' equity.

Distribution Policy and Call Option

The investors will be entitled to participate in distributions from Aeroplan, as and when declared by its board of directors, pursuant to an agreed distribution policy.

Air Canada will also have the right to repurchase the interest held by the investor group in Aeroplan between the fifth and eighth anniversaries of the transaction’s settlement, as well as upon the occurrence of specified events. The repurchase price will be determined pursuant to an agreed formula that provides the investors with an internal rate of return of 6.5% calculated net of all distributions.

Air Canada Announces Substantial Issuer Bid

Air Canada also announced today that it intends to conduct a substantial issuer bid (the “proposed offer”) to purchase for cancellation up to $800 million of its Class A variable voting shares and Class B voting shares (collectively, the “shares”). The terms and pricing of the proposed offer are expected to be determined soon after the planned settlement of the Aeroplan minority investment on August 17, 2026. The proposed offer would thereafter be launched with a view to being completed in September 2026. Air Canada intends to fund the proposed offer with proceeds from the investment in Aeroplan.

The proposed offer will proceed by way of modified Dutch Auction. Once launched, shareholders may tender their shares in response to the proposed offer in one of two ways: (i) an “auction tender" specifying the number of shares tendered and a tender price per share within a range set by Air Canada shortly before the proposed offer commences or (ii) a “purchase price tender" specifying the number of shares tendered, to be sold at the purchase price determined by the auction tender rather than at a specified price. Shareholders who choose not to tender shares or whose tendered shares are not purchased will see their equity interest in Air Canada increase in proportion to the number of shares purchased under the proposed offer. The proposed offer will not be conditional on any minimum number of shares being tendered but will be subject to conditions customary for transactions of this nature.

The contents of this news release relating to the proposed offer are for informational purposes only and do not constitute an offer to buy or the solicitation of an offer to sell Air Canada's shares. The proposed offer has not yet commenced. The solicitation and the offer to buy shares will only be made pursuant to an issuer bid circular, which will contain the details of the proposed offer and will be filed with Canadian securities regulatory authorities and sent through notice-and-access to Air Canada’s shareholders in accordance with applicable legal requirements.

Advisors

BofA Securities, Stikeman Elliott LLP and Deloitte LLP respectively acted as advisors to Air Canada and Aeroplan. Scotiabank, Kirkland and Ellis LLP and Blake, Cassels & Graydon LLP respectively acted as advisors to Blackstone.

About Air Canada

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

About Aeroplan

Aeroplan Inc. operates Canada’s leading travel loyalty program, with more than 10 million active members worldwide. Aeroplan Members can earn or redeem points with over 50 airlines to 1,300+ destinations globally, without blackouts or surcharges. Members can redeem Aeroplan points for a variety of travel, merchandise, gift cards and other rewards provided directly by participating partners or made available through Aeroplan’s suppliers. Aeroplan Elite Status recognizes Air Canada’s frequent flyers, as well as Aeroplan’s most engaged members, with a range of priority travel services and membership benefits. To join Aeroplan and start turning daily purchases into points for flights, hotel stays, gifts and more, visit aircanada.com/aeroplan.

About Blackstone

Blackstone is the world’s largest alternative asset manager. Blackstone seeks to deliver compelling returns for institutional and individual investors by strengthening the companies in which the firm invests. Blackstone’s over US$1.3 trillion in assets under management include global investment strategies focused on real estate, private equity, credit, infrastructure, life sciences, growth equity, secondaries and hedge funds. Further information is available at www.blackstone.com. Follow @blackstone on LinkedIn, X (Twitter), and Instagram.

About La Caisse

For more than 60 years, La Caisse has invested with a dual mandate: generate optimal long-term returns for its 48 depositors, who represent over six million Quebecers, while contributing to Québec’s economic development.

As a global investment group, La Caisse is active in major financial markets, private equity, infrastructure, real estate and private credit. As at December 31, 2025, its net assets totaled $517 billion. Learn more at LaCaisse.com , LinkedIn and Instagram .

La Caisse is a registered trademark of Caisse de dépôt et placement du Québec that is protected in Canada and other jurisdictions and licensed for use by its subsidiaries.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This news release includes forward-looking statements within the meaning of applicable securities laws. Forward-looking statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may involve, but are not limited to, comments relating to guidance, strategies, expectations, planned operations or future actions, including statements relating to the settlement of the investment in Aeroplan, Air Canada's intention to undertake the proposed offer and the terms and conditions thereof (including the maximum dollar value of shares that Air Canada may purchase under the proposed offer, the structure of the proposed offer including a modified Dutch auction procedure and the proposed offer not being conditional upon any minimum number of shares being tendered), the timing for determination of the pricing, launch and completion of the proposed offer and Air Canada's intention to fund the proposed offer with proceeds from the investment in Aeroplan. Forward-looking statements are identified using terms and phrases such as "preliminary"; "anticipate"; "believe"; "could"; "estimate"; "expect"; "intend"; "may"; "plan"; "predict"; "project"; "will"; "would"; and similar terms and phrases, including references to assumptions.

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

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

Air Canada has and continues to establish targets, make commitments and assess the impact regarding climate change, and related initiatives, plans and proposals that Air Canada and other stakeholders (including government, regulatory and other bodies) are pursuing in relation to climate change and carbon emissions. The achievement of our commitments and targets depends on many factors, including the combined actions of governments, industry, suppliers and other stakeholders and actors, as well as the development and implementation of new technologies. In particular, our 2030 carbon emission-related targets and our related 2050 aspiration are ambitious and heavily dependent on new technologies, renewable energies and the availability of a sufficient supply of sustainable aviation fuels (SAF), which continues to present serious challenges. In addition, Air Canada has incurred, and expects to continue to incur, costs to achieve its aspirational goal of net-zero carbon emissions and to comply with environmental sustainability legislation and regulation and other standards and accords. The precise nature of future binding or non-binding legislation, regulation, standards and accords, on which local and international stakeholders are increasingly focusing, cannot be predicted with any degree of certainty, nor can their financial, operational or other impact. There can be no assurance of the extent to which any of our climate goals will be achieved or that any future investments that we make in furtherance of achieving our climate goals will produce the expected results or meet increasing stakeholder, environmental, social and governance expectations. Moreover, future events could lead Air Canada to prioritize other nearer-term interests over progressing toward our current climate goals based on business strategy, economic, regulatory and social factors, and potential pressure from investors, activist groups or other stakeholders. If we are unable to meet or properly report on our progress toward achieving our climate change goals and commitments, we could face adverse publicity and reactions from investors, customers, advocacy groups or other stakeholders, which could result in reputational harm or other adverse effects to Air Canada.

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

Contacts: investors.investisseurs@aircanada.ca media@aircanada.ca medias@lacaisse.com thomas.clements@blackstone.com

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1 Except as otherwise noted, monetary amounts in this news release are stated in Canadian dollars.

Globe Newswire

August 11, 2026 - 2:40 PM PDT

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