Chorus Aviation Overview · 11/19/2019 · Chorus has a predictable revenue stream, with 90%+ of...

TSX: CHR

D e l i v e r i n g r e g i o n a l a v i a t i o nt o t h e w o r l d

November 19, 2019

Chorus Aviation Overview

This presentation contains “forward-looking information” as defined under applicableCanadian securities laws. Forward-looking information is identified by the use of terms andphrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”,“predict”, “project”, “will”, “would”, and similar terms and phrases, including references toassumptions. Such information may involve but is not limited to comments with respect tostrategies, expectations, planned operations or future actions.

Forward-looking information relates to analyses and other information that are based onforecasts of future results, estimates of amounts not yet determinable and other uncertainevents. Forward-looking information, by its nature, is based on assumptions and is subject toimportant risks and uncertainties. Any forecasts or forward-looking predictions or statementscannot be relied upon due to, among other things, external events, changing marketconditions and general uncertainties of the business. Such statements involve known andunknown risks, uncertainties and other factors that may cause actual results, performance orachievements to differ materially from those expressed in forward-looking information.Factors that could cause results to differ materially from those expressed in this presentationinclude those identified in Chorus’ public disclosure record available at www.sedar.com andthe risk factors identified in Chorus’ Annual Information Form dated February 21, 2019.Statements containing forward-looking information in this presentation represent Chorus'expectations as of the date of this presentation (or as of the date they are otherwise stated tobe made) and are subject to change after such date. Chorus disclaims any intention orobligation to update or revise such statements to reflect new information, subsequent eventsor otherwise, unless required by applicable securities laws.

Caution regarding forward-looking information

Chorus Aviation Overview 2

3

Chorus is a fast-growingglobal provider of integrated regional aviation solutions


1

2

3

Regional aviation is a resilient sector of the aviation industry showing strong stability during economicdownturn

Chorus has a predictable revenue stream, with 90%+ of annual revenues secured through long-term contracts and strong relationships

Chorus has strong growth prospects in aircraft leasing and is differentiated from pure play competitors with an integrated model

4

Investment Highlights


Regional aviation is based on aircraft carrying Up to 130 passengers

Regional Jets

Up to 130 passengers

Bombardier/ Mitsubishi

CRJ-200 to CRJ-1000

Embraer E135 to E190

Airbus A220

83%

37%

17%

Turboprops

RegionalJets

NarrowBody

2 main types of regional aircraft

Fly shorter distances than Narrow Body jets

5Chorus Aviation Overview

3,600

2,300

5,900

15,800

4,500

Regional NarrowBody

WideBody

Account for ~22% of the world’s commercial fleet

Regional aircraft are fundamental to efficient air transport networks and link 60% of the world’s communities 1

Jets

TP

1 Official Aviation Guide (2012). 2 FlightGlobal (2019), includes in-service aircraft with more than 20 seats

50% of world passengers fly

<500 miles

Turbo props

Up to 90 passengers

De Havilland Dash 8 – 100 to 400

ATR ATR 42 to ATR 72

% of all flights below 500 miles 1 Worldwide aircraft fleet 2

Regional aviation shows strong stability through economic cycles


Regional aviation is a resilient sector in an economic downturn

Indexed aircraft value volatility for narrow-body, turboprop and regional jet aircraft

80

85

90

95

100

105

110

115

120

1980 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014

● Mainline operators look to contract out more flying to regional partners

● Smaller aircraft are best suited to serve reduced market demand

Turbopropaircraft

Narrow-bodyaircraft

Regional jetaircraft

Source: AVITAS

The Chorus Story: An Integrated Model

Chorus Aviation is a global provider of integrated regional aircraft solutions

Dry LeasingWet Leasing MRO Opportunities

Leasing Opportunities

Part Sales & Component Repair

Older Assets for Part Out

Wet to Dry Lease Opportunities

Maintenance Data Technical Support

Customer Leads - Wet Leasing & Part Sales

End of Life Assets

Aircraft Repossessions

Aircraft Inspections

Aircraft Transitions

Core Segments

Strategic Enabler

RelationshipsCommon Customers, Suppliers and OEMS


Technical Expertise

Appendix 2Supplemental information

6Appendix 1Financial Statements

5

Conclusion4Regional Aircraft Leasing

3

Regional Aviation Services

2Chorus Overview

Contents


1

Consistently profitable since 2006 IPO

126 Aircraft Leased: 55 third-party71 inside CPA

$0.04 Monthly dividend per share (DRIP)

5,200 Employees TSX:CHR Trading symbol

Chorus has become a significant global player in regional aviation


~$1.3B market capitalization as of November 13, 2019

171 Aircraft owned2 $341M 2018 Adjusted1

EBITDA

$1.35B 2018 Revenues1

Note: Market capitalization value based on 159,928,315 shares outstanding and TSX closing stock price of $8.15 as of November 13, 2019.

1 On January 1, 2019, Chorus adopted IFRS 16 using the retrospective transition approach with restatement to comparative periods.

2 Includes 1 future committed leased transactions outside North America, 9 future CRJ900 and 5 future aircraft (type TBD) acquisitions/leased transactions inside the CPA.

40 years

Joseph RandellPresident and Chief Executive Officer

30 years

Colin CoppCOO and President,Chorus Aviation Services

37 years

Steve RidolfiPresident, Chorus Aviation Capital

26 years

Jolene MahodyExecutive VP and Chief Strategy Officer

5 years

Dennis LopesSenior VP, Chief Legal Officer and Corp. Secretary

A highly experienced and stable management team with significant aviation experience


Gary OsborneChief Financial Officer

27 years

Delivering revenue and net earnings growth


Operating Revenues

Adjusted EBITDA

Significant growth potential remains, both inside and outsidethe CPA

Adjusted Net Income

107.2115.4

102.0115.4

122.3

2014 2015 2016 2017 2018

$M

▲6.4%

CAGR2014 to 2018

215.9 228.3 248.1 286.9 340.6

2014 2015 2016 2017 2018

$M

1,666 1,545 1,277 1,352 1,353

2014* 2015 2016 2017 2018

$M

▲13.8%

CAGR2014 to 2018

▲6.6%

CAGR2016 to 2018

Effective 2019, the CPA fixed fee compensation reduces from $111.3M (2018) to $75.3 for 2019 and 2020. See slide 22.

Chorus operates 13 facilities across Canada plus 3 international offices for its leasing business


Headquarters (2)

● Admin offices / crew bases (8)

▲ Line maintenance facilities (4)

Heavy maintenance facilities (2)

Vancouver

TorontoMontreal

Calgary

North Bay

●▲

●▲

●▲●▲

●Singapore

Chorus Aviation Capital International offices

Halifax●

Ireland

●England

Note: Chorus’ presence in Singapore and England consists of business development representatives

●

Grow our regional aircraft leasing business through aircraft acquisitions, portfolio acquisitions and potential skyline transactions

Grow our regional aviation services of contracted flying (wet leasing and leasing under the CPA)

Leverage the synergies and technicalexpertise across our lines of business tofurther drive diversification and profit


Our strategic agenda



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Contracted flying/wet leasing generates largest revenue stream

Operates scheduled service through a CPA with Air Canada under the Air Canada Express brand

Offers charters throughout North America for corporate clients, governments, special interest groups and individuals


Provides medical, logistical and humanitarian flight operations to blue chip customers globally

Air Canada Express flying

Charter flights

Specialized contracted flying

Chorus is Air Canada’s primary regional partner

Responsibilities under the Capacity Purchase Agreement

Air Canada Jazz

● Purchases capacity

● Manages routes

● Sets flight schedules

● Sets ticket prices

● Conducts marketing

● Assumes commercial risk

● Retains revenues for passenger & cargo transport

● Supply of flying crews

● Airframe maintenance

● Flight operations

● Some airport operations

● General administration


● Flexibility to respond quickly and efficiently to market changes and opportunities

● Jazz manages Air Canada Express operations at 36 airports across Canada● Source of qualified pilots through Pilot Mobility Program

Benefits for Air Canada

~78%of Air Canada’s regional seat capacity

116 Aircraft currently operated by Jazz

49 Currently leased under the CPA

~650daily flights

84N.A. destinations

Largest Chorus

customer

● Guarantees ~$2.5B in contracted revenue over 17 years1

● $1.6B from aircraft leasing● $858M from fixed fees

● $97.26M equity investment by Air Canada in Chorus● 60% of investment proceeds to purchase

larger aircraft for CPA fleet● 40% of investment proceeds to acquire aircraft

for the leasing business

● Modernization of Air Canada Express fleet● Acquisition of 9 new CRJ-900s will generate

lease revenue under CPA

● Margin risk on controllable costs reduced to a maximum of $2M/year

Amended/extended CPA with Air Canada to 2035

17

Provides long-term certainty and stability1The revenue estimates are based on agreed aircraft lease rates in the CPA and certain assumptions and estimates for future market lease ratesrelated to new and extended leases under the CPA (January 2019 to December 2035). A foreign exchange rate of 1.2600 (based on the long-term historical average rate) was used in the calculation of the estimates. See cautionary statement regarding forward-looking information on slide 2

253 266593 748

134

577

980

1,610

223 151

325308

399

548

858

OriginalCPA

AmendedCPA

OriginalCPA

AmendedCPA

OriginalCPA

AmendedCPA

OriginalCPA

AmendedCPA

Fixed fee

Aircraft leasing

476 417

9181,056

1341

976

1,528

2,468

CPA extension increases total minimum contracted revenue by ~$940M

● Near-term fixed fee reductions more than offset by term extension and aircraft leasing

● Aircraft leasing driving ~65% of the contracted revenue for the term of the amended agreement

● Potential for additional lease extensions/renewals beyond 2025

● Maximum available performance incentives will average ~$3.4M annually over the term ● These are variable in nature

and are not included in the contracted revenue figures


1 Certain current aircraft leases under the current CPA extend past December 31, 20252 ‘Total Amended CPA’ column includes contracted aircraft leasing for 2036 and beyond estimated at $19 millionSee cautionary statement regarding forward-looking information on slide 2

2019-2020Significant

fleet transition

2021-2025Min. 105 aircraft

2026-2035Min. 80 aircraft TOTAL

($59M) +$138M +$842M +$940M

Minimum contracted revenue in CPA ($M)

2

Change vsOriginal CPA

Aircraft type Seat Cap.

Existing Fleet Comment Amended

CPA

De Havilland Q400 NextGen

74 44 ● 3 will be removed in 2023● 12 currently leased under the CPA will

extend lease to 2030● 19 leases expiring between the end of

2025 and 2028

36

Bombardier CRJ-900

75 21 ● 9 CRJ900s will be purchased and leased under the CPA

● 5 CRJ900s will be sourced by Air Canada and leased to Jazz in the first half of 2019

35

Bombardier CRJ-200

50 10 ● Transferred to Jazz from Air Georgian● 15 to operate until 2025

15

De Havilland Dash 8-300

50 26 ● 18 aircraft will undergo an Extended Service Program and generate leasing revenue under the CPA

● 8 of the 18 completed to date

19

De Havilland Dash 8-100

37 15 ● Removed from the fleet and replaced with larger aircraft

0

The amended CPA brings significant modernizationto the Air Canada Express fleet


● Fleet known by aircraft type until 2025● Post-2025: Commitment to operate a minimum of 80 aircraft in the 75 to 78 seat range● Current lease commitments beyond 2025 leave substantial room for additional lease extensions /

renewal on current aircraft and possibility of new aircraft

Maintenance Repair & Overhaul (MRO) and Parts

● 6-bay, 80 000 sq. ft. facility

● 24/7 operations provide flexibility to serve carriers exactly when needed

● Certified to perform traditional heavy maintenance activities on De Havilland, Bombardier and Embraer 135/145 regional aircraft

● 200 000 sq. ft. facility

● Performs heavy maintenance, repair and overhaul activities, customized designs and engineering and aircraft modifications

● Transport Canada, U.S. Federal Aviation Administration and European Aviation Safety Agency approved

● Transport Canada certified Canadian Design Approval Organization

● Supplemental Type Certificates for Dash 8 100/200/300/ Q400s and Dash 7s

● Parts provisioning, sales and service for regional aircraft -complements MRO activities


Halifax, NS

North Bay, ON



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Regional aircraft leasing/dry leasing is an attractive business with strong growth potential

● 50% of global passengers fly on trips shorter than 500 miles● Regional aircraft allow airlines to optimize aircraft size

and reduce per-seat-cost

● 70-130 seat fleet expected to grow at ~3.7% per year overthe next 20 years1

● Penetration rate of operating leases is still relatively low for regional aircraft (~25%) compared to narrow-body jets (~49%)


● Economic growth in emerging markets is expected to significantly outpace growth in advanced economies

● Fast growth of the urban middle class in emerging marketswill create opportunities for regional air travel

● Stable technology of regional aircraft reduces volatility in residual value compared to narrow-body aircraft

● Steady historical deliveries

Essential component of commercial aviation

Very resilient demand from a broad user base

Geographically diverse demand

Stable technologyand supply

1 Bombardier Market Forecast 2017-2036

1

2

3

4

5 pillars of our aircraft leasing growth strategy

● Industry veterans based on 3 continents

● Strong relationships with over 100 airlines

● Seek airline customers with good credit quality and/or strong prospects

● Employ collaborative approach to working with airlines

● Build a diversified customer base


● Acquire modern technology, high demand, marketable aircraft

● Use sale leasebacks to build airline relationships

● Use skyline purchases to reduce aircraft acquisition costs

● Target 5 to 10 years to provide significant visibility into future

● Aim to recover cost of the aircraft over first lease

● Maintain adequate liquidity and flexibility while obtaining the lowest cost of capital available

● Seek debt financing from a variety of markets, channels and sources● Reserve capital for select deals to allow for opportunistic purchasing

Highly Experienced Team

Customers

New to Mid-Life Aircraft

Long-Term Leases

EfficientCapital

Committed fleet of 55 aircraft worth US$ 1.1 billion

24

1 Includes all aircraft which have been delivered as well as pending acquisitions and future deliveries for which CAC has received lease commitments. Assumes lessees fulfill payment and other lease obligations for the entire lease term.

2 Fleet age and remaining lease term are calculated based on the weighted-average of aircraft net book value as of September 30, 2019.

3 Debt and contract terms of 92.6% fixed rate debt (inclusive of floating rate debt that is fixed through the use of swaps) and 7.4% floating rate debt (with leases that float on the same basis as the debt).

4 Reflects actual borrowings as at September 30, 2019 only.

N. America3 Aircraft

S. America5 Aircraft

Europe15 Aircraft

Africa9 Aircraft

Australia3 Aircraft

Asia20 Aircraft


See cautionary statement regarding forward-looking information on slide 2

● Approximately ~US$ 740M in future contracted lease revenue1

● Weighted average fleet age of 3.4 years2

● Weighted average remaining lease term of 6.5 years2

● ~92.6% debt is fixed rate3

● Weighted average cost of borrowing of 4.36%4


Chorus has become the world’s 2nd largestregional aircraft lessor (portfolio value)

5,970

2,0001,634

1,565

1,235

735

515

500

485

360

340

NAC

Chorus

Chorus

GECAS

Falko

DAE

Elix

TrueNoord

Avation

Avmax

HEH

Chorus is theonly large regional

aircraft lessor which is also an operator

Portfolio value (US$ M)


Source: FlightGlobal (June 2019); portfolio values based on half-life CMVs1Chorus’ value, including commitments, consists of 71 aircraft leased under the capacity purchase agreement, including 9 future CRJ900 acquisitions, 8 future ESPs and 5 aircraft (type TBD). Non-CPA aircraft leasing includes all aircraft which have been delivered as well as 6 pending acquisitions and future deliveries for which CAC has lease commitments.2Chorus’ current value includes 49 aircraft leased under the capacity purchase agreement and 52 non-CPA aircraft leased to customers outside of North America.

3Falko includes Avolon

1

2

Includingcommitments

Current

3


Diversification across airlines, geography and aircraft types

Turboprops Regional Jets

Customer Aircraft committed1

Dash 8 ATR CRJ Embraer TBD

Malindo Air2 2

IndiGo 6

Ethiopian 5

Azul 5

SpiceJet 5

Air Nostrum 4

Wings Air2 4

Jambojet 4

Philippine Airlines 3

Aeromexico 3

Flybe 8

Virgin Australia 3

Cityjet 2

KLM 1

Total third-party 55 22 21 6 6

Air Canada 71 52 14 5

Grand total 126 74 21 20 6 5

1Chorus value includes 71 aircraft leased under the capacity purchase agreement which include 9 future CRJ900 acquisitions, 8 future ESPs on Dash 8-300 aircraft and 5 future aircraft (type TBD) that will generate revenue under the CPA. Non-CPA aircraft leasing includes all aircraft which have been delivered as well as pending acquisitions and future deliveries for which CAC has received lease commitments.2A member of the Lion Air Group.

Description Sample Chorus Transaction

1 From lessors Purchase of assets with attached leases from lessor’s non-core portfolio

Purchase of 2 E190s with Aeromexico leases attached from another lessor

2 From airlines Sale and leaseback of existing or future aircraft deliveries

Purchase of 6 new ATR72-600s under IndiGo’s purchase agreement with concurrent long-term leaseback agreement

3 From aircraft manufacturers

Direct purchase from manufacturers for subsequent lease to airlines

Purchase of 2 Dash 8-400 turboprops directly fromDe Havilland with subsequent lease agreement to JamboJet

Three ways to acquire leasing assets


Global regional aircraft leasing market estimated at~275 new aircraft deliveries per year1

1 Bombardier Market Forecast 2017-2036Source: FlightGlobal (2019), Chorus Aviation estimates

30+ Years Experience in Lease Management

Our team has experience with all aspects of lease event management

Lease Event

Natural Expiry

Workout Required

New Customer Marketing

Lease Extension

Sale or Part-Out of Asset

Consensual Return

Non-Consensual

Return

Lease Restructure

Although our leasing entity is recently formed, our team has significant lease management experience with strong competencies in all aspects of the aircraft leasing cycle; the core based in Ireland.

Strong leasing experience at the Irish board and Chorus public board levels.


Chorus’ leasing business is fully built-out and highly scalable

Our leasing business is strongly supported by the entire Chorus Aviation organization

Legal Services• Aircraft Acquisitions/Sales• Lease Negotiations• Aircraft Financings

Financial Services• Treasury Support• Tax Management• Insurance

Technical Expertise• Engine & Component

Costs• Technical Advisory• Records Reviews

Lease Term Support• Pre-Purchase Inspections• Aircraft and Records

Audits• Reserve Projections

End-of-Lease Support• Reconfiguration &

Redelivery• Ferry & Positioning Flights• Re-Possession Capabilities

End- of- Life Services• Aircraft Conversions• Aircraft Storage• Aircraft Part-out


Aircraft Lease Transition Technical Expertise

Chorus Aviation subsidiaries have 40+ years of experience with aircraft acquisitions and lease transactions with over 300 aircraftsince 2000. Our technical expertise is a competitive advantage.

1. Pre-purchase and Re-deliveryInspection

2. Custody and Control

3. Technical Support Services

4. Heavy Maintenance Service &Checks

5. Engine Services &Changes

6. Interior Configuration Changesand Refurbishing

7. Aircraft RecordsAudits

8. Aircraft Storage

9. Airworthiness Management

10. Ferry Flights & AircraftPositioning

11. Aircraft re-possession

Technical Aircraft Leasing Services

Since 2000, Jazz has completed aircraft lease returns/inductions and recently completed lease return work for other airlines, and managed aircraft transitions for other leasing companies. Additionally, Jazz has extensivetechnical knowledge and capability with regards to aircraft acceptance from theOEM.

Voyageur provides a full suite of aircraft leasing support services and has completed multiple lease returns for aircraft leasing companies.


Chorus holds defensive position in economic downturn

● Over 90% of revenues embedded in flight operations and aircraft leasing long-term contracts

● C$3.4B in future contracted revenues1

● Air Canada assumes risks related to commercial aspects● +/- C$2M guardrail on controllable costs● Minimum fleet and aircraft leasing commitments


● Lower costs and smaller aircraft than mainline carriers● Aircraft leasing provides operational flexibility, reduces

financing requirements and eliminates risk on aircraft residual value

● Rigorous evaluation process● Diversification of aircraft type and geography● Diversification of customer base with good prospects

● Mature and efficient regional aircraft● Ability to fly, lease, sell, modify, disassemble and part-out

aircraft

Visibility on future revenues and costs

Protected profit margin under CPA

Better suited to serve reduced market demand

Conservative approach to leasing business

Valuable aircraft lifecycle

1 This estimate is based on agreed lease rates in the CPA and certain assumptions and estimates for future market lease rates related to new and extended leases under the CPA as at January 1, 2019. This estimate also assumes that satisfactory performance of obligations by our counterparties. A foreign exchange rate of $1.26 (based on the long-term average historical rate) was used in the calculation of this estimate.




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2

3

Chorus is very well positioned to grow significantly in the regional aircraft leasing business, led by a very strong team of industry veterans and supported by internal expertise and capabilities in regional aviation services

Chorus is committed to grow its regional aviation services, both inside and outside the CPA

Chorus has a predictable revenue stream, with a business model based on long-term contracts, less exposed to downturns than main line carriers and lessors


Conclusion

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Consolidated Income Statement For the three and nine-month periods ended September 30, 2019 and 2018

Three months ended September 30, Nine months ended September 30,Expressed in thousands of Canadian dollars,except earnings per share

2019 2019

Operating revenue 351,454 341,993 1,027,841 1,019,563 Operating expenses

Salaries, wages and benefits 115,414 113,080 358,114 339,866 Depreciation and amortization 34,004 29,401 99,806 87,909 Aircraft maintenance materials, supplies and services 54,068 56,421 160,837 184,808 Airport and navigation fees 45,016 44,991 127,695 127,307 Terminal handling services 4,754 4,924 15,597 16,386 Other 39,648 36,824 116,762 107,839

292,904 285,641 878,811 864,115

Operating income 58,550 56,352 149,030 155,448 Non-operating (expenses) income

Interest revenue 718 876 2,205 1,925 Interest expense (18,816) (15,179) (54,243) (43,763)Gain on disposal of property and equipment (849) (194) 617 (186)Foreign exchange (loss) gain (7,114) 11,274 18,712 (22,482)Other — — — 500

(26,061) (3,223) (32,709) (64,006)

Income before income taxes 32,489 53,129 116,321 91,442 Income tax expense Current income tax (4,287) (1,475) (8,727) (1,658)Deferred income tax (4,007) (8,005) (11,011) (24,591)

(8,294) (9,480) (19,738) (26,249)

Net income 24,195 43,649 96,583 65,193 Earnings per share, basic 0.15 0.31 0.62 0.48

Earnings per share, diluted 0.15 0.31 0.61 0.47

2018 (Restated)

2018 (Restated)


Consolidated Statements of Financial Position

Expressed in thousands of Canadian dollars

AssetsCurrent assets

Cash 81,840 92,592 78,007Accounts receivable – trade and other 99,607 77,097 77,397Inventories 58,606 55,691 51,543Prepaid expenses and deposits 13,909 11,486 11,334Current portion of lease receivables 5,134 5,190 4,511Income tax receivable 998 704 2,268

Total current assets 260,094 242,760 225,060Restricted cash 33,139 20,081 13,625Lease receivables 9,612 13,865 17,522Property and equipment 2,415,485 1,997,552 1,736,927Intangibles 1,868 2,088 2,392Goodwill 7,150 7,150 7,150Deferred income tax asset 4,257 4,295 3,022Other long-term assets 55,786 37,490 28,362

2,787,391 2,325,281 2,034,060

LiabilitiesCurrent liabilities

Accounts payable and accrued liabilities 188,592 189,048 213,910Current portion of lease liabilities 6,408 6,720 6,179Current portion of long-term incentive plan 5,173 4,087 5,844Current portion of long-term debt 184,035 142,652 118,567Dividends payable 6,458 5,657 5,014Income tax payable 8650 930 —

Total current liabilities 399,316 349,094 349,514Lease liabilities 11,835 15,910 20,932Long-term debt 1,310,445 1,102,783 995,062Convertible units 194,891 194,294 193,540Deferred income tax liability 184,659 172,262 135,577Other long-term liabilities 105,806 61,131 57,835

2,206,952 1,895,474 1,752,460

Equity 580,439 429,807 281,600

2,787,391 2,325,281 2,034,060

As atSeptember 30, December 31, January 1,

2019 2018 2018(Restated) (Restated)


Segmented Financial StatementThree Months Ended September 30, 2019

Operating revenue 317,078 34,376 351,454 322,156 19,837 341,993

Operating expenses 276,259 16,645 292,904 275,603 10,038 285,641

Operating income 40,819 17,731 58,550 46,553 9,799 56,352

Net interest expense (8,533) (9,565) (18,098) (9,252) (5,051) (14,303)

Foreign exchange gain (loss) (7,061) (53) (7,114) 11,418 (144) 11,274

Loss on disposal of property and equipment (849) — (849) (194) — (194)

Earnings before income tax 24,376 8,113 32,489 48,525 4,604 53,129

Income tax expense (7,499) (795) (8,294) (8,708) (772) (9,480)

Net income 16,877 7,318 24,195 39,817 3,832 43,649

For the three months ended September 30, 2019 For the three months ended September 30, 2018 (Restated)

(in thousands of Canadian dollars)


Regional Aircraft Leasing Total


Regional Aircraft Leasing Total

$ $ $ $ $ $



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Chorus Aviation - The Leasing Platform

Chorus’ leasing business is fully built-out and highly scalable

Business CycleAcquire Manage Transition Dispose

• Strategy and Planning

• Worldwide Market Coverage

• Purchase/Lease Contracting

• Aircraft Delivery and Acceptance

• OEM/Fleet Relationship Management

• Lease Management

• Compliance

• Maintenance Monitoring

• Continuous Risk Assessment

• Lease Contracting


• Aircraft Delivery and Acceptance

• Repossession

• MRO Services

• Asset Trading Management

• Contracting for Sale


• MRO Services and Part-out

Within our leasing entity, Chorus Aviation Capital, a team of 20 professionals with strong competencies in allaspects of the aircraft leasing cycle; the core based in Ireland.

Legal, financial and administration support provided from parent, Chorus.

Technical operations supported by Jazz and Voyageur (technical advisory and support services).

Ability to leverage the synergistic capabilities of Jazz and Voyageur (e.g. repossessions, transitions, part-outs,etc.).

Strong leasing experience at the Irish board level and Chorus public board level.

39

Director of Sales, Bombardier Airline Analyst, Saab Aircraft

AppendixChorus Aviation Capital - Senior Management

VP, Capital Markets, Lease Corporation International Head of Treasury, Vistajet Director, Structured Finance, Bombardier Director, Aircraft Finance, Bank of Scotland

Director, Corporate Development/Aircraft Programs, Chorus

Manager, Business Development, Jazz Aviation LP Vice President, Commercial Operations, Provincial

Airlines Manager, Aircraft Programs, Jazz Aviation LP

SVP, Strategic Investments, Mergers & Acquisitions, Chorus Aviation

SVP, Strategy, Mergers and Acquisitions, Bombardier President, Business Aircraft, Bombardier President, Regional Aircraft, Bombardier

Steven Ridolfi, President

Director of New Aircraft Sales, Bombardier Director of Pre-owned Aircraft Sales, Bombardier

Prashant Mahajan, Vice President, Lease Originations

Director, Finance and Operations, CIT Aerospace International European Treasury Manager, CIT Vendor Finance Financial Controller, Commcorp International Fixed Income Accountant, Credit Suisse First Boston, London, UK

Una Slevin, Vice President, Head of Contracts

VP, Aircraft Leasing and Trading, Chorus Aviation VP, Marketing and Sales, Bombardier Flexjet VP, Commercial, Embraer North America Managing Director, Embraer Asia Pacific.

J. Bruce Peddle, Chief Operating Officer

Rory McQueen, Vice President Finance & Capital Markets

VP, Structured Finance, Bombardier VP, Finance and Contracts, Bombardier VP, Asset Management & Business Development, Bombardier

Cameron Mountenay, Chief Financial Officer

Jim Murphy, V/P, Transactions and Control

Dave Corri, Vice President, Technical Director, Technical, Chorus Aviation Capital Technical Services Engineer, Part M Aviation Technical Services Engineer, Maintenance Planning, ASL Airlines

Ireland Aircraft Engineer, CityJet

Financial Controller, External Reporting & Control, DAE Financial Controller, External Reporting, AWAS Manager, Statutory Reporting, AWAS Manager, PWC

Ray Gorman, Vice President, Accounting

Fabio Ligi, Vice President, Lease Originations

CAC personnel have experience with all aspects of lease management.


How we mitigate risk● Air Canada manages all commercial aspects and assumes all associated risks

● Air Canada pays for all fuel – CHR does not see a fuel bill

● Jazz operates ~78% of Air Canada’s regional capacity

● Jazz operates over 650 daily flights – complex and cost prohibitive to replace

● Minimum of $2.5B in contracted revenue until the end of 20351

● Fix fee revenue tied to minimum aircraft fleet irrespective of hours flown

● Margin risk on controllable costs reduced to a maximum of $2M/year

● Cliff termination: operations cease at midnight December 31, 2035

● Worldwide reputation for excellence in safety, operational integrity and customer service

● Robust, thorough transaction approval process to evaluate prospective customer● Aircraft leasing expertise on the boards of CAC and CHR● Diversity in customer, aircraft type and geographic location● Target strongest airline in each jurisdiction – preferably in locations that honour Cape

Town Convention● Conduct regular on-site checks of aircraft condition and operations● Collection of reserves, security deposits and maintaining high debt service cover ratio● Target long-term leases, providing more return from the lease itself compared to aircraft

residual value● Maintain industry standards of leverage● In-house ability to re-possess aircraft or to re-lease, operate, modify, refurbish, sell,

disassemble/part out for parts provisioning when lease terms expire● Regional aircraft values exhibit less volatility than narrow and wide body aircraft in market

cycles


CPA/Wet Leasing

Dry Leasing

1 This estimate is based on agreed lease rates in the CPA and certain assumptions and estimates for future market lease rates related to new and extended leases under the CPA as at January 1, 2019. A foreign rate of $1.26 (based on the long-term average historical rate) was used in the calculation of this estimate.


Opportunities for incremental revenue at end of leases under the CPA

● Current lease commitments beyond 2025 leave substantial room for additional lease extensions/renewals on current and possibly new aircraft to Air Canada in amended CPA

● Lease expiry of each aircraft is concurrent with full debt repayment; no exposure for Chorus on debt

● 19 Q400 aircraft have lease terms expiring from end of 2025 toend of 2028● Put and call rights to Air Canada in 2025 no longer applicable due to CPA extension

to 2035


Significant leasing opportunity as each aircraft lease under the CPA expires

Year end fleet counts 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035

Chorus-owned 75-78 seat aircraft earning leasing revenue under CPA

39 481 48 48 45 45 501 44 39 31 26 26 14 5 5 5 5

Chorus-owned Dash 8-300 aircraft2 (50-seat aircraft) earning leasing revenue under CPA

12 16 17 18 18 18 18 - - - - - - - - - -

Chorus-owned aircraft with expired leases 3, 4 - - - - 3 3 3 28 33 41 46 46 58 67 67 67 67

Total 51 64 65 66 66 66 66 72 72 72 72 72 72 72 72 72 72

1 Includes 9 CRJ900s acquired and leased in 2020 and 5 aircraft to be determined acquired and leased in 2025.2 As of January 14, 2019, the Extended Service Program was completed on eight Dash 8-300s which are earning lease revenue under the CPA. The remaining 10 aircraft will gradually be completed by December 31, 2022 and will earn lease revenue under the amended CPA.3 Owned Chorus aircraft that have their lease expire under the amended CPA. These aircraft have the potential for re-lease with Air Canada or other third parties, sale or part out.4 Aircraft debt is fully paid off with each lease expiry, including the 3 Q400s removed in 2023.

Average of 33 Average of 7

Average of 52

Minimum CPA fleet commitment provides predictability

● Enhanced relevance to Air Canada with CRJ200 regional AC Express capacity reallocated to Jazz

● Further fleet modernization and transition to larger gauge equipment with the Dash 8-100s exiting the fleet earlier

● All owned Dash 8-300 aircraft maintained as covered fleet until 2025

● Minimum fleet of 105 determines fixed fee revenue floor; set at $75.3 million in each of 2019 and 2020, given substantial fleet transitions and averages $61.6 million from 2021 -2025

● Minimum covered fleet of 80 aircraft in the 75-78 seat range provides minimum revenue floor of $399 million over extended term from 2026-35

Significant regional network footprintunder amended CPA


Amended CPA 2019 2020 2021 2022 2023 2024 2025 2026 Onward

DASH 8-100 - - - - - - - -

DASH 8-300 19 19 19 19 19 19 19 -

CRJ900 35 35 35 35 35 35 35 -

Q400 36 36 36 36 36 36 36 -

CRJ200 15 15 15 15 15 15 15 -

Type TBD 80

TOTAL 105 105 105 105 105 105 105 80

Previous CPA 2019 2020 2021 2022 2023 2024 2025 2026 Onward

DASH 8-100 15 15 12 12 4 1 - -

DASH 8-300 26 26 26 26 26 26 26 -

CRJ900 21 21 21 21 21 21 21 -

Q400 44 49 49 49 49 49 49 -

CRJ200 10 - - - - - - -

TOTAL 116 111 108 108 100 97 96 -

Operating aircraft in fleet may be higher than the minimum covered fleet commitment, particularly in the early years as fleet transition occurs

Jazz is widely recognized for its excellence,both as an employer and operator

● Canada’s Safest Employers 2019 Gold in Transportation cat.

● Canada’s Top Employers for Young People 2019 - 2014

● Canada’s Best Diversity Employers 2019 - 2012

● Mercer Award for Excellence in Diversity and Inclusion 2019

● Atlantic Canada’s Top 25 Employers 2019 - 2012

● Nova Scotia’s Top 15 Employers 2019 - 2012

● Employee Recommended Workplace – 2018 - 2019 The Globe and Mail & Morneau Shepell

2019

2017


2018

● Canada’s Safest Employers 2017 Gold in Transportation cat.

● APEX award for “Excellence in Publication” - Focus on Safety

● Top Airline Reliability Performance Awards 2018-2015

● Canada’s Safest Employers 2018● Silver in Transportation cat.● Silver Psychological Safety cat.

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Regional aviation holds strong growth potential worldwide


● Resilient passenger air traffic growth has outperformed GDP growth by ~2.0x over the past 10 years 1

● 20-year world annual traffic growth forecast of 4.4% 1

● Growth in leased aircraft fleet drivenby 2 factors:● Increase in global fleet● Increasing use of leased aircraft (vs owned)

● Operating leases provide more operational flexibility, lower financing requirements, and no residual value risk

Air Travel expected to double from 2015 to 2025 1

Airlines increasingly dependent on operating leases 2

0

5

10

15

20

25

1977 1982 1987 1992 1997 2002 2007 2012 2017 2022 2027 2032 2037

2,0003,100

4,7006,100

7,3009,400

17%

24%

32%36%

40%43%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

1995 2000 2005 2010 2015 2019

Operating lease market share

Operating lease fleet (est.)

World aircraft fleet on an operating lease

World annual traffic (trillion RPK)

1 Airbus Global Market Forecast (2018-2037), 2 FlightGlobal (2019), includes in-service TPs, RJs, and NBs with more than 20 seats

Hypothetical leased assets earnings example



InputsInvestment information Rentals Expenses SaleAircraft cost $20.0 Average LRF 0.90% Interest rate 4.50% Holding period 10Loan/value 0.75 $15.00 Monthy rental $0.18 Depreciation rate 4.00% Sales value 0.00%Equity $5.0 Annual rental $2.2 Payment at maturity 25.00% (Gain over NBV)D/E Ratio 3.0x

Year Revenue DepreciationInterest

Expense EBTDeferred

taxesNet

Income Investment RevenueDebt

RepaymentSales

proceeds

Net Cash Flow

NBV Equity

Aircraft Value

Debt Balance Debt/Equity

0 (5.0) (5.0) 5.0 20.0 15.0 3.01 2.2 (0.8) (0.7) 0.7 (0.1) 0.6 2.2 (1 .6) 0.6 5.6 19.2 14.1 2.52 2.2 (0.8) (0.6) 0.7 (0.1) 0.6 2.2 (1 .6) 0.6 6.2 18.4 13.1 2.13 2.2 (0.8) (0.6) 0.8 (0.1) 0.7 2.2 (1 .6) 0.6 6.9 17.6 12.1 1 .84 2.2 (0.8) (0.5) 0.8 (0.1) 0.7 2.2 (1 .6) 0.6 7.6 16.8 11 .1 1 .55 2.2 (0.8) (0.5) 0.9 (0.1) 0.8 2.2 (1 .6) 0.6 8.4 16.0 10.0 1.26 2.2 (0.8) (0.5) 0.9 (0.1) 0.8 2.2 (1 .6) 0.6 9.2 15.2 8.9 1.07 2.2 (0.8) (0.4) 1.0 (0.1) 0.8 2.2 (1 .6) 0.6 10.0 14.4 7.7 0.88 2.2 (0.8) (0.3) 1 .0 (0.1) 0.9 2.2 (1 .6) 0.6 10.9 13.6 6.4 0.69 2.2 (0.8) (0.3) 1 .1 (0.1) 0.9 2.2 (1 .6) 0.6 11.8 12.8 5.1 0.410 2.2 (0.8) (0.2) 1 .1 (0.1) 1 .0 2.2 (5.4) 12.0 8.8 12.8 12.0 0.0 0.0

Total 21.6 (8.0) (4.7) 8.9 (1.1) 7.8 (5.0) 21.6 (19.7) 12.0 8.9 Project IRR 15%

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