WestJet announces adoption of Advance Notice By-law

CALGARY, Feb. 5, 2014 /CNW/ – WestJet Airlines Ltd. (TSX: WJA) (WestJet or the Corporation) announced today that its Board of Directors approved the adoption of an advance notice by-law (the Advance Notice By-law). Among other things, the Advance Notice By-law fixes a deadline by which shareholders must submit a notice of director nominations to WestJet prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid.

The Advance Notice By-law is similar to the advance notice requirements adopted by many other Canadian public companies. Specifically, the Advance Notice By-law requires advance notice to the Corporation in circumstances where nominations of persons for election as a director of WestJet are made by shareholders other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Alberta) (the Act), or (ii) a shareholder proposal made in accordance with the provisions of the Act.

In the case of an annual meeting of shareholders, notice to the Corporation must be given not less than 30 or more than 65 days prior to the date of the annual meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be given not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation must be given not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Advance Notice By-law is effective immediately. At the next meeting of shareholders of the Corporation, shareholders will be asked to confirm and ratify the Advance Notice By-law. The full text of the Advance Notice By-law is available under WestJet’s profile at www.sedar.com.