CAE Inc.

06/20/2025 | Press release | Distributed by Public on 06/20/2025 12:04

Notice and Management Proxy Circular dated June 12, 2025 (Form 6-K)




Table of Contents
Letter to Shareholders from the Chair of the Board i
Company Overview iv
Proxy Circular Summary vii
About CAE ix
Useful Information xiv
Notice of 2025 Annual and Special Shareholders' Meeting xv
Section 1 About Voting Your Shares 1
Section 2 Business of the Meeting 7
Section 3 About the Nominated Directors 13
Section 4 Corporate Governance 31
Section 5 Board Committee Reports 46
Section 6 Director Compensation 51
Section 7 Executive Compensation 56
Compensation Discussion and Analysis 59
Executive Summary 60
Shareholder Engagement 63
Succession Planning 64
Compensation Philosophy 65
Executive Compensation Programs 67
FY2025 Compensation Outcomes 78
Determination of NEOs' Individual Performance 83
Compensation Governance 88
Alignment of Compensation and Performance 94
Compensation of our Named Executive Officers 97
Summary Compensation Table 97
Outstanding Share-Based Awards and Option-Based Awards 99
Incentive Plan Awards - Value Vested or Earned During the Year 100
Pension Arrangements 101
Termination and Change of Control Benefits 102
Section 8 Other Important Information 107
Appendix A - Board of Directors' Charter 109
Appendix B - Non-IFRS and Other Financial Measures 113
Appendix C - Summary of the Employee Stock Option Plan 120
Appendix D - Summary of the Omnibus Incentive Plan 124
Appendix E - Amendments to the General By-law 131

| CAE INC. | 2025 | Management Proxy Circular

Letter to Shareholders from the Chair of the Board
June 12, 2025
Dear fellow Shareholders,
It is our pleasure to invite you to CAE's 2025 Annual and Special Meeting of Shareholders (the "Meeting").
Year in review
This year was one of strong performance, driven by disciplined execution and efficient capital management. Leadership executed our strategy with focus and operational rigour. Purposeful actions generated very strong free cash flow*, positioning the Company to meet its year-end leverage target and further strengthening CAE's balance sheet.
Our Defense & Security ("D&S") business accelerated its path to greater profitability with solid program execution and near doubling of adjusted backlog. Despite the headwind of constrained aircraft availability and drop in U.S. pilot hiring, our Civil Aviation segment delivered strong results and achieved nearly 40% growth in adjusted backlog*.
The ability to deliver this level of success during a period of formidable geopolitical and economic challenges speaks to the resilience of our business model and the strength of CAE's global franchise.
Organizational highlights
Actions taken during the year further maximized our strategic positioning and focus, building momentum for continued success and delivery of shareholder value.
Given the significant opportunities ahead for us in the defence sector, we created D&S Canada as a standalone division and appointed France Hébert Division President and Global Operations Lead. France joined CAE in 2019 and has over 35 years of experience working primarily in defence and aerospace. She brings to this new role extensive leadership experience and a proven track record of winning and executing complex programs.
We also streamlined operations and strengthened leadership by introducing a Chief Operating Officer, and evolving the roles of the Chief Strategy and Performance Officer and Chief People and Sustainability Officer, driving efficiencies and financial savings at the corporate and division levels.
Through our SkyAlyne joint venture, we were awarded a 25-year contract to support Canada's Future Aircrew Training (FAcT) program, the single largest contract in CAE's history and an important milestone for us. We are also proud to be identified as a strategic partner to the Government of Canada to work with the Royal Canadian Air Force to design and co-develop the Future Fighter Lead-in Training (FFLIT) program, which will prepare and train pilots to operate Canada's advanced fighters.
By increasing our ownership stake in SIMCOM Aviation Training, we solidified CAE's presence in its core business aviation training market. Under this transaction, we secured a five-year extension on our training exclusivity agreement with Flexjet.
Under our commitment to sustainability, we made important advances in our decarbonization strategy, including receiving approval of our targets from the Science Based Targets initiative and introducing formal plans within our Civil Aviation and D&S businesses. Detailed information on our sustainability efforts can be found at https://www.cae.com/sustainability.

*Non-IFRS and Other Financial Measures (see Appendix B).
i | CAE INC. | 2025 | Management Proxy Circular

Re-establishment of NCIB
Alignment of CAE's performance and outcomes with the interests of our Shareholders continued to be a priority. As part of CAE's capital allocation priorities, we established a Normal Course Issuer Bid ("NCIB") to be used opportunistically. The Board's decision to re-establish the NCIB reflects confidence in CAE and the cash-generative nature of our highly recurring revenue business.
CEO appointment
Last fall, we announced Marc Parent's departure from his role as President and CEO as of the upcoming Meeting. Following a rigorous global selection process overseen by the Board, we appointed Matthew Bromberg as our President and CEO, effective immediately after the Meeting. We look forward to having Matthew lead the Company's growth and drive its continued evolution into the future. Matthew is a proven leader with deep experience in both aerospace and defence, involving large-scale international operations. He comes to CAE with a track record of driving operational excellence, transformation and growth in commercial and military aerospace markets for major global publicly traded companies.
Our Board has absolute confidence that CAE's future will be bright with Matthew at the helm, working together with the exceptionally talented leadership team that is in place. His strategic vision and deep industry expertise position him to lead CAE into its next phase of growth and innovation.
Board renewal and appointments
In fiscal year 2025, CAE also undertook significant governance initiatives centered on Board renewal. Appointments were made to ensure fresh perspectives and representation by independent and qualified directors who will contribute to CAE's strategic direction and long-term success. These changes reflect constructive and continuous dialogue over an extended period with several CAE Shareholders.
Joining me on the Board over this past year were Patrick Decostre, Ian L. Edwards, Peter Lee, Katherine A. Lehman and Louis Têtu, each of whom brings unique expertise that will benefit the Company and its Shareholders.
In conjunction with the CEO succession, the Board announced the expansion of my Board Chair role to Executive Chairman and the introduction of a Lead Independent Director position, reflecting CAE's commitment to best-in-class governance. The two appointments take place after the Meeting, subject to our election to the Board.
As Executive Chairman, I look forward to working closely with Matthew on the next chapter of growth and value creation, in addition to continuing to chair the Board of Directors.
On behalf of the Board I want to express our deep appreciation to Marc Parent for his 16 years of devoted service as President and CEO, during which time he led the transformation of CAE from primarily a simulator manufacturer to a world leader in aviation training solutions. Marc has left a lasting impact on CAE and global aerospace and has created a solid foundation for us to continue to build on.
We also thank Alan N. MacGibbon, who served as a director and Board Chair for many years, and outgoing directors Michael E. Roach, Andrew J. Stevens, Margaret S. (Peg) Billson, François Olivier and David G. Perkins for their service and the valuable contributions made during their tenure.
Looking forward
The Board is highly confident in the Company's strategy and the leadership in place. D&S is exceptionally well positioned for long-term growth and profitability, while the outlook in Civil Aviation reflects a position of strength. CAE is poised for continued growth in fiscal 2026, with a larger base of business supported by higher margins and strong free cash flow*.
In the pursuit of CAE's noble mission and vision, we will continue leveraging technology to elevate safety to new heights through the lens of sustainability, always with an unwavering commitment to deliver Shareholder value.

*Non-IFRS and Other Financial Measures (see Appendix B).
ii | CAE INC. | 2025 | Management Proxy Circular

Closing words
To our Shareholders - thank you for your continued confidence and support of CAE. The Board values your input and insights and looks forward to continued dialogue.
To CAE employees - your passion for what we do and steadfast commitment to delighting our customers set us apart. You are the drivers of our One CAE culture.
We will hold the Meeting in a hybrid format - both virtually via live webcast at https://meetings.lumiconnect.com/400-779-914-351 and in person for Shareholders only at Lumi Experience Montréal, 1250 René-Lévesque Boulevard West, Suite 3610, Montréal, Québec, H3B 4W8, on August 13, 2025, at 11:00 a.m. (EDT). As a Shareholder, you have the right to vote your Shares on all items that come before the Meeting. Your vote is important to us, and we encourage you to exercise your right either in person or online at the Meeting, or by proxy.
As in prior years, important matters affecting our Company will be considered at the Meeting. We will, as always, review CAE's financial position, including business operations and the value delivered to Shareholders. We will also respond to your comments and questions.
This Circular gives you details about all the items for consideration and how to vote. It also contains profiles of the nominated directors, information on the auditors, and sections on the Board committees and CAE corporate governance practices. Whether or not you plan to attend the Meeting, we encourage you to review the enclosed information, consider the resolutions put forth by the Board and vote your Shares.
The Board remains committed to acting in the best interests of the Company and all its Shareholders.
We thank you for your continued confidence in, and support of, CAE and look forward to hearing from you at this year's Meeting.
Calin Rovinescu
Chair of the Board

iii | CAE INC. | 2025 | Management Proxy Circular

iv | CAE INC. | 2025 | Management Proxy Circular

v | CAE INC. | 2025 | Management Proxy Circular


vi | CAE INC. | 2025 | Management Proxy Circular


Proxy Circular Summary

This summary highlights some of the important information you will find in this Management Proxy Circular ("Circular"). These highlights do not contain all the information that you should consider, and you should read this entire Circular before voting your Shares.
Shareholder Voting Matters
Voting Matter
Board Vote Recommendation
Page Reference for More Information
Election of 13 Directors
FOR each nominee
8
Appointing PricewaterhouseCoopers LLP (PwC)
as Auditors
FOR
10
Advisory Vote on Executive Compensation
FOR
11
Approving the By-law Amendments
FOR
12

vii | CAE INC. | 2025 | Management Proxy Circular

Review this Proxy Circular and Vote in One
of the Following Ways
Voting by Proxy is the Easiest Way
Below are the different ways in which you can give your voting instructions, details of which are found in the enclosed proxy form or your voting instruction form, as applicable. Please also refer to Section 1 - About Voting Your Shares for more information on the voting methods available to you:
by mail: sign, date and return your proxy form in the envelope provided.
by telephone: call the telephone number on your proxy form.
on the Internet: visit the website listed on your proxy form.
by appointing another person to attend and vote at the Meeting in person or online on your behalf.
Voting In Person at the Meeting
Attend in person at Lumi Experience Montréal, 1250 René-Lévesque Blvd. W., Suite 3610,
Montréal, Québec and follow the steps listed in the Section "Attending and Participating."
Voting Online at the Meeting
Log in online at https://meetings.lumiconnect.com/400-779-914-351 and follow the steps listed in the Section "Attending and Participating."

viii | CAE INC. | 2025 | Management Proxy Circular

About CAE
Who We Are
At CAE, we exist to make the world safer. We deliver cutting-edge training, simulation, and critical operations solutions to prepare aviation professionals and defence forces for the moments that matter. Every day, we empower pilots, cabin crew, maintenance technicians, airlines, business aviation operators, and defence and security personnel to perform at their best and when the stakes are the highest. Around the globe, we're everywhere customers need us to be with approximately 13,000 employees at around 240 sites and training locations in over 40 countries. For nearly 80 years, CAE has been at the forefront of innovation, consistently seeking to set the standard by delivering excellence in high-fidelity flight simulators and training solutions, while embedding sustainability at the heart of everything we do. By harnessing technology and enhancing human performance, we strive to be the trusted partner in advancing safety and mission readiness-today and tomorrow.
Founded in 1947 and headquartered in Montreal, Canada, CAE has built an excellent reputation and long-standing customer relationships based on experience, strong technical capabilities, a highly trained workforce and global reach. CAE's common shares are listed on the Toronto and New York stock exchanges (TSX / NYSE) under the symbol CAE.
Our Purpose, Mission and Vision
Our purpose is to make the world safer.
Our mission is to deliver cutting-edge training, simulation and critical operations solutions to prepare aviation professionals and defence forces for the moments that matter.
Our vision is to be the trusted partner in advancing safety and mission readiness, defining the standard of excellence in training and critical operations by harnessing technology and enhancing human performance.
Our Operations
Our operations are managed through two segments:
Civil Aviation: We provide comprehensive training solutions for flight, cabin, maintenance, ground personnel and air traffic controllers in commercial, business and helicopter aviation, a complete range of flight simulation training devices, ab initio pilot training and crew sourcing services, as well as airline operations digital solutions. The civil aviation market includes major commercial airlines, regional airlines, business aircraft operators, civil helicopter operators, aircraft manufacturers, third-party training centres, flight training organizations, air navigation service providers, maintenance, repair and overhaul organizations and aircraft finance leasing companies.
Defense & Security: We are a global training and simulation provider delivering scalable, platform-independent solutions that enable and enhance force readiness and security. The defence and security market includes defence forces, OEMs, government agencies and public safety organizations worldwide.

ix | CAE INC. | 2025 | Management Proxy Circular

Our Strategy
CAE's Four Strategic Pillars
Efficient Growth
Our business features a high degree of recurring revenues due to the underlying characteristics of our technology-enabled solutions and regulatory requirements across our markets. We seek to maximize the benefits of our strong competitive position to deliver premium growth and profitability through a focus on operational rigour, cost optimization, capital efficiency, and a disciplined approach to pursuing organic and inorganic growth.
Technology and Market Leadership
We have a rich and long-dated history of customer centricity, innovation and delivering state-of-the-art technology solutions that define the forefront of the industries in which we operate. As a result, we constantly seek new ways to enhance the performance of our customers by fostering a culture of continuous improvement and innovation. This drives technology leadership, deeper customer partnerships, and new customer development, enabling us to capitalize on the ample headroom in our large, growing addressable markets. Furthermore, our solutions are deployed with a focus on integrated sustainability.
Revolutionizing Training and Critical Operations
We are a global leader in the application of training, digital immersion, critical operations, and modelling and simulation technologies. We seek to use data-driven applications and advanced analytics to produce measurable and demonstrated outcomes in our markets. The efficacy of our technology solutions enables customized, collaborative, and multi-domain offerings.
Skills & Culture
Our core values are innovation, integrity, empowerment, excellence and One CAE. We employ these values across a diverse global team to drive a unique social impact. We seek to create an employee experience and environment that values teamwork, professional growth, and engagement. As a result, our employees across the globe share a passion to prepare our customers for the moments that matter.

x | CAE INC. | 2025 | Management Proxy Circular

Executive Compensation Highlights
-Executive short-term incentive payout based on a corporate performance factor of 103% reflective of CAE's performance against its strategic plan and financial objectives in FY2025
-63% payout factor for Performance Share Units that vested in FY2025 (with a performance measurement period from FY2023 to FY2025), aligned with shareholder experience over the period

Our Executive Compensation Best Practices

Minimum threshold levels of corporate performance to be met to allow for payments under
the annual and long-term incentives
Caps on annual bonuses and Performance Share Units ("PSU") payout factors
Balanced mix of short, medium and long-term compensation
Pensionable earnings based on actual years served
Change of control severance limited to two times salary and bonuses
Robust clawback policy, including a market-leading ability to clawback incentive-based compensation in circumstances of misconduct without the need for a financial restatement
Minimum share ownership and option profit retention guidelines
Anti-hedging policy
Post-employment Share ownership requirement for CEO
Double trigger vesting of equity in case of change of control

xi | CAE INC. | 2025 | Management Proxy Circular

Governance Highlights
The following table shows some of the ways CAE continues to adhere to the highest standards in corporate governance.
Our Corporate Governance Best Practices

Number of Director nominees
13
Number of non-employee Independent Director nominees
12/131
Board Committee members (including the Governance Committee, which is responsible for recommending new Directors to join the Board) are all independent.
Average age of Director nominees
58
Annual election of Directors
Other Board commitments and interlocks policy
Separate Chair and CEO roles
Director tenure and age term limits
Share ownership requirements for Directors and executives
Board orientation/education program
Number of Board meetings held during FY2024
14
Number of financial experts on the Audit Committee
1
Code of Business Conduct
Annual advisory vote on executive compensation
Formal Board and Committee evaluation processes
No dual-class shares
Enterprise risk management oversight including sustainability matters
1. All non-employee Directors are currently independent. However, as previously announced, effective at the conclusion of the Meeting and subject to his election, Mr. Rovinescu will become Executive Chairman of the Board, at which time he will no longer be considered independent.

xii | CAE INC. | 2025 | Management Proxy Circular

Our Director Nominees
Name Age Director Since Position Independent Committee Memberships Board and Committee Attendance FY2025 Other Public Boards
Ayman Antoun
59
2022
Corporate Director
YES
Audit
96%
1
Sophie Brochu
62
2023
Corporate Director
YES
GC (Chair), HRC
100%
2
Matthew Bromberg1
55
N/A
Incoming President and CEO, CAE
NO
N/A
N/A
N/A
Patrick Decostre
52
2024
President and CEO, Boralex Inc.
YES
Audit
94%
1
Elise Eberwein
60
2022
Corporate Director
YES
GC, HRC
97%
N/A
Ian L. Edwards
63
2024
President and CEO, AtkinsRéalis
YES
Audit
92%
1
Marianne Harrison
61
2019
Corporate Director
YES
Audit (Chair)
100%
N/A
Peter Lee2
39
2025
Co-Founder and Partner, Browning West, LP
YES
HRC
100%
1
Katherine A. Lehman2
50
2025
Partner, Palladium Equity Partners, LLC
YES
GC
N/A3
1
Mary Lou Maher
65
2021
Corporate Director
YES
HRC (Chair)
100%
2
Calin Rovinescu2,4
69
2025
Corporate Director
YES
N/A
100%
2
Patrick M. Shanahan
62
2022
President and CEO, Spirit AeroSystems Inc.
YES
HRC
92%
2
Louis Têtu2
61
2025
Executive Chair, Coveo Solutions Inc.
YES
Audit
100%
2
1. Mr. Bromberg does not currently serve as a Director on the Board of CAE and will become a Director following his election at the Meeting.
2. Ms. Lehman and Messrs. Lee, Rovinescu and Têtu were appointed to the Board of CAE on February 14, 2025.
3. Ms. Lehman was unable to attend the sole Board meeting to which she was invited in FY2025 because of a commitment predating her appointment to the Board and which could not be rescheduled.
4. As of the date of this Circular, Mr. Rovinescu is considered independent. However, as previously announced, effective at the conclusion of the Meeting and subject to his election, Mr. Rovinescu will become Executive Chairman of the Board, at which time he will no longer be considered independent.

xiii | CAE INC. | 2025 | Management Proxy Circular

Useful Information

Certain Defined Terms
In this document, referred to as this "Circular", the terms "you" and "your" refer to the Shareholder, while "we", "us", "our", "Company" and "CAE" refer to CAE Inc. and where applicable, its subsidiaries.

Currency, Exchange Rates and Share Prices
All amounts referred to in this Circular are presented in Canadian dollars, unless otherwise stated. In a number of instances in this Circular, including with respect to calculation of the in-the-money value of stock options denominated in Canadian dollars, information based on our Share price has been calculated on the basis of the Canadian dollar.

Non-IFRS and Other Financial Measures
This document includes non-IFRS financial measures, non-IFRS ratios, capital management measures and supplementary financial measures. These measures are not standardized financial measures prescribed under IFRS and therefore should not be confused with, or used as an alternative for, performance measures calculated according to IFRS. Furthermore, these measures should not be compared with similarly titled measures provided or used by other issuers. Management believes that these measures provide additional insight into our operating performance and trends and facilitate comparisons across reporting periods.
Definitions of all non-IFRS and other financial measures are provided in Appendix B of this document to give the reader a better understanding of the indicators used by management. In addition, when applicable, this document may include a quantitative reconciliation of the non-IFRS and other financial measures to the most directly comparable measure under IFRS. Refer to Appendix B of this document for references where these reconciliations are provided.

Information Currency
The information in this Circular is current as of June 12, 2025 unless otherwise stated.

xiv | CAE INC. | 2025 | Management Proxy Circular


Notice of 2025
Annual and Special Shareholders' Meeting
What the Meeting is About
1. Receive CAE Consolidated Financial Statements and the auditors' report for the fiscal year ended March 31, 2025;
2. Elect Directors who will serve until the end of the next annual Shareholders' meeting;
3. Reappoint PricewaterhouseCoopers LLP as our auditors who will serve until the end of the next annual Shareholders' meeting and to authorize the Company's Board to fix the auditors' remuneration;
4. Vote, in an advisory, non-binding manner, on CAE's approach to executive compensation described in this Circular;
5. Approve certain changes to CAE's General By-law proposed to improve CAE's corporate governance practices; and
6. Transact any other business that may properly come before the Meeting.
You have the Right to Vote
As a holder of record of common shares of CAE ("Shares") at the close of business on June 16, 2025, you are entitled to receive notice of and vote at the Meeting.
You are asked to consider and to vote your Shares on items 2 to 5 and any other items that may properly come before the Meeting or any adjournment or postponement thereof.
If you are unable to attend the Meeting in person or online and want to ensure that your Shares are voted, please submit your votes by proxy as described under "How to Vote Your Shares" in the accompanying Circular. To be valid, our transfer agent, Computershare Trust Company of Canada, must receive your proxy by 11:00 a.m. (Eastern Time) on August 11, 2025. If the Meeting is adjourned or postponed, Computershare must receive your proxy no later than 24 hours (excluding Saturdays, Sundays and holidays) prior to any such adjournment or postponement.
Accompanying this Notice of Annual and Special Meeting is the Circular, which contains more information on the matters to be addressed at the Meeting.

xv | CAE INC. | 2025 | Management Proxy Circular


Attending and Participating
Our Meeting will be held in a hybrid format, which will be conducted simultaneously in person and by live webcast. Shareholders may attend either meeting format, as explained below. The hybrid format allows those people who cannot attend in person the opportunity to attend the meeting online, participate, vote and ask questions as if they were physically present at the meeting and regardless of their geographic location. Only registered Shareholders and duly appointed Proxyholders (including non-registered (beneficial) Shareholders who have appointed themselves as a Proxyholder) will be permitted to participate, vote and ask questions during the Meeting.
To attend the Meeting in person, follow the instructions below:
If you are a registered Shareholder or a duly appointed Proxyholder (including non-registered (beneficial) Shareholders who have appointed themselves as Proxyholder), you will be able to attend the meeting in person, vote and ask questions after registering at the registration desk. Only registered Shareholders and duly appointed Proxyholders will be granted access to the in-person meeting. However, non-registered (beneficial) Shareholders who have not appointed themselves Proxyholders, non-shareholders and other guests will be able to attend the meeting online.
If you attend the meeting in person, you will only need to check in at the registration desk with our transfer agent, Computershare, when you arrive at Lumi Experience Montréal, 1250 René-Lévesque Blvd. W., Suite 3610, Montréal, Québec.
To access the Meeting online, follow the instructions below, as applicable to you:
1. Log in online at https://meetings.lumiconnect.com/400-779-914-351. The platform is compatible with all major browsers except for Internet Explorer.
2. Click "I have a Login" and then enter your Control Number (see below) and Password "CAE2025" (note the password is case sensitive); OR
3. Click "I am a guest" and then complete the online form.
In order to find the 15-digit Control Number to access the Meeting:
- Registered Shareholders: The control number located on the form of proxy or in the email notification you received is your Control Number.
- Proxyholders: Duly appointed Proxyholders, including non-registered (beneficial) Shareholders who have appointed themselves or another person as a Proxyholder, will receive the Control Number from Computershare by e-mail after the proxy voting deadline has passed.
If you attend the Meeting online, it is important that you are connected to the Internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure. For additional details on accessing and participating in the Meeting online from your tablet, smartphone or computer, please see the Virtual AGM User Guide provided by Computershare and accompanying this proxy circular.
Notice-and-Access
As part of an effort to reduce environmental impacts of excessive printing, and to save postage costs, CAE is opting to use the "Notice-and-Access" provisions of Canadian securities rules.
The "Notice-and-Access" provisions allow Canadian companies to post electronic versions of Shareholder meeting materials in lieu of mailing physical copies of such documents to Shareholder. Shareholders will instead only receive a paper notification with information on how they may obtain a copy of the meeting materials electronically or request a paper copy (Notification). Shareholders who have already signed up for electronic delivery of Shareholder materials will continue to receive them by email.
Non-registered Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to CAE are referred to as "NOBOs". The non-registered Shareholders who have objected to their intermediary disclosing ownership information about themselves to CAE are referred to as "OBOs". CAE has distributed the Notification in connection with the Meeting to intermediaries and clearing agencies for onward distribution to non-registered Shareholders. CAE will not be paying for intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of proxy related materials and related documents (including the Notification). Accordingly, an OBO will not receive copies of proxy-related materials and related documents unless the OBO's intermediary assumes the costs of delivery.
How to Access Meeting Materials
- On Computershare Investor Services Inc.'s ("Computershare") website: www.envisionreports.com/CAE2025e
- On SEDAR+: www.sedarplus.ca
- On CAE's website: www.cae.com/investors/financial-reports
Shareholders are reminded to read the Circular and other Meeting materials carefully before voting their Shares.

xvi | CAE INC. | 2025 | Management Proxy Circular

How to Request a Paper Copy of the Meeting Materials
Before the Meeting
If your name appears on a Share certificate, you are considered as a "registered Shareholder". You may request paper copies of the Meeting materials at no cost to you by calling Computershare toll-free, within North America at 1-866-962-0498 or direct, from outside of North America, at 1-514-982-8716 and entering your control number as indicated on your form of proxy.
If your Shares are listed in an account statement provided to you by an intermediary, you are considered as a "non-registered Shareholder". You may request paper copies of the Meeting materials from Broadridge at no cost to you up to one year from the date the Circular was filed on SEDAR through the Internet by going to www.proxyvote.com or by telephone at 1-877-907-7643 and entering the 16-digit control number provided on the voting instruction form and following the instructions provided.
Please note that you will not receive another form of proxy or voting instruction form; please retain your current one to vote your Shares.
In any case, requests should be received at least five (5) business days prior to the proxy deposit date and time set out in the accompanying proxy or voting instruction form in order to receive the Meeting materials in advance of such date and the Meeting date.
After the Meeting
By telephone at 1-866-964-0492 or online at [email protected]. A copy of the Meeting materials will be sent to you within ten (10) calendar days of receiving your request.
By order of the Board of Directors,
June 12, 2025
Montréal, Québec
Mark Hounsell
Chief Legal and Compliance Officer, and Corporate Secretary
xvii | CAE INC. | 2025 | Management Proxy Circular

1 | CAE INC. | 2025 | Management Proxy Circular
Section 1 - About Voting Your Shares

Record Date
June 16, 2025 is the record date for the Meeting.
Who can vote
Only holders of our Shares at the close of business on the Record Date are entitled to receive notice of and to attend, including by proxy, and vote at the Meeting or any adjournment or postponement thereof. The list of Shareholders on the Record Date is available for inspection by appointment during usual business hours at Computershare Trust Company of Canada, 650 de Maisonneuve west 7th floor, Montreal, QC H3A 3T2, and at the Meeting. As of June 12, 2025, 320,559,699 Shares are issued and outstanding. Each Share is entitled to one vote.
Principal Shareholders
To the knowledge of the Directors and executive officers of CAE (from records and publicly filed reports), there is no person who beneficially owns or exercises control or direction over more than 10% of the Shares.
All Directors and executive officers as a group (20 persons) beneficially owned or exercised control or direction over 652,117 Shares representing 0.20% of the class as at June 12, 2025.
Your Vote is Important
Your vote is important. Please read the information below to ensure your Shares are properly voted.
How do I participate in the Meeting?
Our Meeting will be held in a hybrid format, which will be conducted simultaneously in person and by live webcast. Shareholders may attend either meeting format, as explained below. The hybrid format allows those people who cannot attend in person the opportunity to attend the meeting online, participate, vote and ask questions as if they were physically present at the meeting and regardless of their geographic location. Only registered Shareholders and duly appointed Proxyholders (including non-registered (beneficial) Shareholders who have appointed themselves as a Proxyholder) will be permitted to participate, vote and ask questions during the Meeting.
To attend the Meeting in person, follow the instructions below:
If you are a registered Shareholder or a duly appointed Proxyholder (including non-registered (beneficial) Shareholders who have appointed themselves as Proxyholder), you will be able to attend the meeting in person, vote and ask questions after registering at the registration desk. Only registered Shareholders and duly appointed Proxyholders will be granted access to the in-person meeting. However, non-registered (beneficial) Shareholders who have not appointed themselves Proxyholders, non-shareholders and other guests will be able to attend the meeting online.

If you attend the meeting in person, you will only need to check in at the registration desk with our transfer agent, Computershare, when you arrive at Lumi Experience Montréal, 1250 René-Lévesque Blvd. W., Suite 3610, Montréal, Québec.
To access the Meeting online, follow the instructions below, as applicable to you:
1. Log in online at https://meetings.lumiconnect.com/400-779-914-351. The platform is compatible with all major browsers except for Internet Explorer.
2. Click "I have a Login" and then enter your Control Number (see below) and Password "CAE2025" (note the password is case sensitive); OR
3. Click "I am a guest" and then complete the online form.
In order to find the 15-digit Control Number to access the Meeting online:
- Registered Shareholders: The control number located on the form of proxy or in the email notification you received is your Control Number.
- Proxyholders: Duly appointed Proxyholders, including non-registered (beneficial) Shareholders who have appointed themselves or another person as a Proxyholder, will receive the Control Number from Computershare by e-mail after the proxy voting deadline has passed.
If you attend the Meeting online, we recommend that you log in at least one hour before the start time of the Meeting. It is important to ensure you are connected to the Internet at all times if you participate in the Meeting online in order to vote when balloting commences. You are responsible for ensuring Internet connectivity for the duration of the Meeting. For additional details and instructions on accessing the Meeting online from your tablet, smartphone or computer, voting and asking questions during the Meeting, see the Virtual AGM User Guide provided by Computershare and accompanying this Circular.
For additional information regarding voting by proxy before the meeting, voting online, attending the meeting in person or online, or other general proxy matters, please contact Computershare at 1-800-564-6253 (Canada/U.S.) or 1-514-982-7555 (international/direct dial).

2 | CAE INC. | 2025 | Management Proxy Circular
Section 1 - About Voting Your Shares


How to Vote your Shares
You may vote your Shares in one of the following ways:
1. By proxy using all the voting channels that have been available in the past; this has not changed.
by mail: sign, date and return your proxy form in the envelope provided.
by telephone: call the telephone number on your proxy form.
on the Internet: visit the website listed on your proxy form.
by appointing another person to attend and vote at the Meeting online on your behalf.
Refer to the enclosed proxy form for instructions.
2. In person or online by virtual ballot at the Meeting by following the instructions below. The voting process is different for registered or non-registered (beneficial) Shareholders:
(a) if you are a registered Shareholder, you may vote at the Meeting either in person or by completing a ballot online during the Meeting. Follow the instructions above to access the Meeting and cast your ballot online during the designated time.
(b) if you are a non-registered Shareholder (including a participant in the employee plan) AND you wish to vote in person or online at the Meeting, you must appoint yourself as Proxyholder in order to vote at the Meeting. You MUST complete and return a voting instruction form no later than 11:00 a.m. (Eastern Time) on August 11, 2025 appointing yourself as Proxyholder. Follow the instructions above to attend and vote in person or to access the Meeting and cast your ballot online during the designated time. You will receive the Control Number for the Meeting from Computershare by e-mail after the proxy voting deadline has passed.

United States Beneficial holders: To vote at the Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance of the Meeting. Follow the instructions from your broker or bank included with this Circular, or contact your broker or bank to request a legal proxy form. To register to attend the Meeting in person or online, you must submit a copy of your legal proxy form to Computershare. Requests for registration should be directed to Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or by e-mail at [email protected]. Requests for registration must be labelled as "Legal Proxy" and be received no later than 11:00 a.m. (EDT) on August 11, 2025. You will receive a confirmation of your registration after Computershare receives your registration materials. Please note that you are required to register your appointment as Proxyholder at https://www.computershare.com/CAE.
If you have any questions or need assistance voting, you may contact Sodali & Co, CAE's strategic advisor and proxy solicitation agent, by telephone at 1-888-999-2602 (toll-free in North America) or 1-289-695-3075 (outside North America), or by email at [email protected].

3 | CAE INC. | 2025 | Management Proxy Circular
Section 1 - About Voting Your Shares


Voting by Proxy
If you choose to vote by proxy, you are giving the person or people named on your proxy form (referred to as a "Proxyholder") the authority to vote your Shares on your behalf in person or online at the Meeting or any adjournment or postponement thereof.
Proxies are being solicited by management
Through this Circular, management is soliciting your proxy in connection with the matters to be addressed at the Meeting (or any adjournment(s) or postponements(s) thereof) to be held at the time and place and for the purposes set forth in the accompanying Notice of the Meeting.
The solicitation is being made primarily by mail, but you may also be contacted by telephone or other means. We have engaged Morrow Sodali (Canada) Ltd. ("Sodali & Co") as strategic shareholder advisor and proxy solicitation agent to assist with the solicitation of votes from shareholders and to provide strategic services in the areas of capital markets intelligence, governance and shareholder engagement. The Company will pay fees of up to approximately $45,000 for the proxy solicitation service, in addition to certain out-of-pocket expenses. The Company may also reimburse brokers and other persons holding Shares in their name or in the name of nominees for their costs incurred in sending proxy material to their principals in order to obtain their proxies.
Proxyholders other than management
Shareholders desiring to appoint some person other than Calin Rovinescu, Marc Parent and Sophie Brochu as their representative at the Meeting may do so either by inserting such other person's name in the blank space provided or by completing another proper proxy form and, in either case, delivering the completed proxy to CAE's Corporate Secretary at 8585 Côte-de-Liesse, Saint-Laurent, Québec, H4T 1G6 or to Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 no later than 11:00 a.m. (Eastern Time) on August 11, 20254 (or, in the case of an adjournment or postponement, no later than 11:00 a.m. (Eastern Time) on the last business day preceding the day of such adjournment or postponement thereof).
Unless you specify a different Proxyholder, the CAE officers and/or Directors whose names are pre-printed on the enclosed form of proxy (Calin Rovinescu, Marc Parent and Sophie Brochu) will vote your Shares. The Company may utilize the Broadridge QuickVoteTM system, which involves NOBOs being contacted by Sodali & Co, which is soliciting proxies on behalf of management, to obtain voting instructions over the telephone and relaying them to Broadridge (on behalf of the NOBO's intermediary). While representatives of Sodali & Co are soliciting proxies on behalf of management, Shareholders are not required to vote in the manner recommended by the Board. The QuickVoteTM system is intended to assist Shareholders in placing their votes, however, there is no obligation for any Shareholders to vote using the QuickVoteTM system, and Shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this Circular. Any voting instructions provided by a Shareholder will be recorded and such Shareholder will receive a letter from Broadridge (on behalf of the Shareholder's intermediary) as confirmation that their voting instructions have been accepted.

4 | CAE INC. | 2025 | Management Proxy Circular
Section 1 - About Voting Your Shares

Voting of Proxies
You may indicate on the proxy form how you want your Proxyholder to vote your Shares, in which case the Proxyholder will vote in accordance with your instructions. You can also let your Proxyholder decide for you. If you do not specify on the proxy form how you want your Shares to be voted, your Proxyholder will have the discretion to vote your Shares as they see fit.
The enclosed proxy form gives the Proxyholder discretion with respect to any amendments or variations to matters described in the Notice of Annual Meeting and with respect to any other matters which may properly come before the Meeting (including any adjournment or postponement thereof), in each instance, to the extent permitted by law, whether or not the amendment, variation, or other matter that comes before the Meeting is routine and whether or not the amendment, variation, or other matter that comes before the Meeting is contested.
At the time of printing this Circular, the management of CAE knows of no such amendments, variations or other matters to come before the Meeting. However, if you have not specified how to vote on a particular matter, or if any amendments or variations to matters identified in the Notice of Annual Meeting, or any other matters that are not now known to management of CAE, should properly come before the Meeting or any adjournment or postponement thereof, the Shares represented by properly submitted proxies given in favour of the persons designated by management of CAE in the form of proxy will be voted on such matters pursuant to such discretionary authority.
Unless you specify a different Proxyholder or specify how you want your Shares to be voted, Calin Rovinescu, Marc Parent and Sophie Brochu will vote your Shares:
(a) FOR electing the nominated Directors who are listed in this Circular;
(b) FOR appointing PwC as auditors and for the authorization of the Directors to fix their remuneration;
(c) FOR approving the advisory resolution on executive compensation; and
(d) FOR approving the By-law amendments.

Registered Shareholders who wish to appoint a third-party Proxyholder to represent them at the Meeting must first use the form of proxy to appoint the Proxyholder and then must register their Proxyholder online. Failure to register the Proxyholder will result in the Proxyholder not receiving a Control Number and therefore being unable to participate in the Meeting. To register a third-party Proxyholder, Shareholders must visit https://www. computershare.com/CAE by August 11, 2025 at 11:00 a.m. (Eastern Time) and provide Computershare with the Proxyholder's contact information required. Computershare needs this information so they can confirm their registration and send an email notification with a Control Number. Your Proxyholder needs the Control Number in order to participate in the meeting and vote your Shares. Your third-party Proxyholder should receive the email notification after 11:00 a.m. (Eastern Time) on August 11, 2025.
To be effective, your proxy must be received before 11:00 a.m. (Eastern Time) on August 11, 2025 or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time fixed for holding any adjournment or postponement of the Meeting.
If you have any questions or need assistance voting, please contact Sodali & Co at 1-888-999-2602 (toll-free in North America) or 1-289-695-3075 (outside North America) or by email at [email protected]. Late proxies may be accepted or rejected by the Chair of the Meeting at his or her discretion and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.
Revocation of Proxies
You have the right to revoke a proxy by any of the following methods:
(a) Vote again by phone or Internet no later than 11:00 a.m. (Eastern Time) on August 11, 2025 (or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the date of any adjourned or postponed Meeting); or
(b) Deliver another completed and signed proxy form, dated later than the first proxy form, by mail or fax such that it is received by CAE's Corporate Secretary at 8585 Côte-de-Liesse, Saint-Laurent, Québec, H4T 1G6 or by Computershare Trust Company of Canada, 100 University
5 | CAE INC. | 2025 | Management Proxy Circular
Section 1 - About Voting Your Shares

Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 no later than 11:00 a.m. (Eastern Time) on August 11, 2025 (or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the date of any adjourned or postponed Meeting.
Electronic Access to Proxy-Related Materials and Annual and Quarterly Reports
We offer our Shareholders the opportunity to view management proxy circulars, annual reports and quarterly reports through the Internet instead of receiving paper copies in the mail. You will find more information on this matter in the Notice-and-Access section above.

Electronic Delivery in Future
Shareholders are asked to consider signing up for electronic delivery of meeting materials. Electronic delivery is a convenient way to make distribution of materials more efficient and is an environmentally responsible alternative by eliminating the use of printed paper and the carbon footprint of the associated mail delivery process. Signing up is quick and easy, and can be done by visiting www.proxyvote.com and signing in with your control number. After voting on the matters to be addressed at the Meeting and following your vote confirmation, you will be able to select the electronic delivery box and provide an email address. Having registered for electronic delivery, going forward you will receive your meeting materials by email and will be able to vote on your device by simply following a link in the email sent by your financial intermediary, provided your intermediary supports this service.
6 | CAE INC. | 2025 | Management Proxy Circular

7 | CAE INC. | 2025 | Management Proxy Circular
Section 2 - Business of the Meeting
1 Receive CAE's Consolidated Financial Statements
CAE's consolidated financial statements including the auditors' report, for the year ended on March 31, 2025 will be presented to Shareholders at the Meeting. They can also be accessed on CAE's website at www.cae.com, on SEDAR+ at www.sedarplus.ca, or on EDGAR at www.sec.gov. No Shareholder vote is required in connection with the consolidated financial statements.
2 Elect 13 Directors
13
Nominees
92.3%1
Independent
58
Average Age
95.4%
% Votes FOR
in 2024
96.8%
Average Board Meeting Attendance
1. The only currently non-Independent Director nominee is CAE's Incoming President and CEO, Mr. Bromberg. However, as previously announced, effective at the conclusion of the Meeting and subject to his election, Mr. Rovinescu will become Executive Chairman of the Board, at which time he will no longer be considered independent. "Independent Directors" refers to the standards of independence established by CAE's Corporate Governance Guidelines, applicable corporate governance rules of the New York Stock Exchange and SEC, and under the Canadian Securities Administrators' National Instrument 58-101 - Disclosure of Corporate Governance Practices and National Policy 58-201.

You will be electing a board of directors ("Board") of 13 members. Each Director is elected annually for a term which expires no later than the next annual meeting of Shareholders.
All of the following nominees, except Mr. Bromberg, are currently members of the Board of Directors, and all have been recommended by the GC and the Board for election at the Meeting. Mr. Bromberg will become a Director following his election at the Meeting.
- Ayman Antoun
- Sophie Brochu
- Matthew Bromberg
- Patrick Decostre
- Elise Eberwein
- Ian L. Edwards
- Marianne Harrison
- Peter Lee
- Katherine A. Lehman
- Mary Lou Maher
- Calin Rovinescu
- Patrick M. Shanahan
- Louis Têtu

8 | CAE INC. | 2025 | Management Proxy Circular
Section 2 - Business of the Meeting

Eight of the nominees were elected at our 2024 annual Shareholders' meeting held on August 14, 2024, by a majority of the votes cast (average of 95.4% of votes cast in favour). Ms. Lehman and Messrs. Bromberg, Lee, Rovinescu and Têtu are first-time nominees.
As previously announced, effective at the conclusion of the Meeting and subject to their election, Mr. Rovinescu will shift to the role of Executive Chairman of the Board and Ms. Brochu will shift to the role of Lead Independent Director of the Board.
Please refer to Section 3 - About the Nominated Directors
CAE Inc. published this content on June 20, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on June 20, 2025 at 18:05 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]