CAE Initiates Proxy Solicitation for Its 5.541% Series 1 Senior Unsecured Notes

CAE Initiates Consent and Proxy Solicitation

CAE Inc. (Nasdaq: CAE) (TSX: CAE) announced on November 12, 2026, its commencement of a consent and proxy solicitation related to its 5.541% Series 1 Senior Unsecured Notes. These Notes, totaling $400 million in principal, are due on June 12, 2028. The effort aims to gather support for an amendment to the indenture governing the Notes.

As part of its transformation strategy, CAE seeks to amend the accounting definitions referenced in its Master Indenture, dated June 12, 2023. The goal is to facilitate a transition from International Financial Reporting Standards (IFRS) to United States Generally Accepted Accounting Principles (U.S. GAAP) for its financial reporting. This potential change is targeted for the fourth quarter and fiscal year ending March 31, 2027, applying fully retrospectively.

The solicitation is directed towards all holders of the existing Notes under the Master Indenture and the first supplemental indenture. CAE is asking noteholders to approve the Proposed Amendment through a written consent or by voting at a special meeting scheduled for December 16, 2026, in Montreal.

The process begins with the solicitation of written consents and proxies, whereby holders are requested to consider the Proposed Amendment further detailed in the Consent and Proxy Solicitation Statement. This document lays out the specific alterations to be reflected in the Master Indenture, to accommodate the change in accounting policies upon adopting U.S. GAAP.

To ensure approval of the Proposed Amendment, CAE is seeking consent from no less than two-thirds of the aggregate principal amount of outstanding Notes. If the required threshold is not met through the written consent process, a meeting will take place to allow noteholders to cast their votes in person or via proxy.

CAE’s board of directors unanimously endorses the Proposed Amendment and recommends noteholders to consent to and vote for the amendment. The deadlines for consent submission and proxy delivery are set for November 26, 2026, and December 14, 2026, respectively. Noteholders are urged to heed the specifics provided in the Solicitation Statement to ensure their voices are heard in this vital decision.

Incentives for participation in the voting process include a consent fee of $1.00 per $1,000 principal amount of Notes, payable to those who consent before the designated deadlines. Conversely, noteholders who miss these deadlines will be ineligible for the fee, regardless of the amendment's outcome.

As CAE works towards aligning its financial reporting with its aerospace and defense peers, the company has established a dedicated project team to evaluate the prospective impact of this transition on its consolidated financial statements. The Proposed Amendment is critical to synchronizing the accounting policies, which facilitates clearer financial performance metrics for CAE.

This initiative comes as part of CAE's broader strategy to enhance its operational practices and transparency, thereby reinforcing its commitment towards effective governance and stakeholder engagement. The outcomes from this solicitation are expected to not only bolster financial clarity but also strengthen investors’ confidence in CAE's commitment to excellence and innovation in training and simulation solutions.

In conclusion, CAE invites all noteholders to actively participate in the consent and proxy solicitation process, underscoring the company's dedication toward ensuring stakeholders' perspectives are recognized and integrated into its strategic financial practices moving forward.