Copa Holdings' Annual Shareholder Meeting

May 7, 2014 at 4:00 PM EDT

COPA HOLDINGS, S.A.

Complejo Business Park, Torre Norte

Urbanización Costa del Este, Parque Lefevre

Panama City, Republic of Panama

P.O. Box 0816-06819

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NOTICE OF 2014 ANNUAL MEETING OF SHAREHOLDERS

To be held May 7, 2014

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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of Copa Holdings, S.A. (the “Company”) will be held at Copa Airlines’ headquarters, located at Boulevard Costa del Este, Avenida Principal y Avenida de la Rotonda, Urbanización Costa del Este, Complejo Business Park, Torre Norte, Parque Lefevre, Panama City, Panama on May 7th, 2014, at 4:00 p.m. EST (3:00 p.m. Local Time).  At the Annual Meeting the following matters will be considered and voted upon:

 

1. By the Class A Shareholders of the Company, to approve the nomination of Messrs. Alfredo Arias Loredo and Roberto Artavia, as per the recommendation of the Nominating Committee, as nominees for election as independent directors of the Company to hold office for a period of two years

2. By the Class B Shareholders of the Company, the proposed amendment to article NINTH of the Articles of Incorporation to increase the number of Directors to twelve (12) members.

3. By the Class B Shareholders of the Company, the re-election, as per the recommendation of the Nominating Committee, of the following six directors whose term expires the date of the Annual Meeting, including the independent directors named above (Messrs. Pedro Heilbron, Ricardo A. Arias, Alvaro Heilbron, Douglas Leo, Alfredo Arias Loredo and Roberto Artavia), for a period of two years and if the prior matter is approved, to elect, as per the recommendation of the Nominating Committee, Mr. Carlos Alberto Motta as the twelfth member of the Board of Directors.

The holders of record of the Company’s Class A common stock at the close of business on March 31, 2014 are entitled to notice of the Annual Meeting for purposes of approval of paragraph 1 above. In accordance with the Company’s Amended Articles of Incorporation, each Class A shareholder has granted a general proxy to the Chairman of the Company’s board of directors or any person designated by the Chairman to represent them and vote their shares on their behalf at any shareholders’ meeting. The general proxy may be revoked by written notice received by the Chairman of the Company at the address above at least ten (10) days prior to such meeting.  The holders of record of the Company’s Class B common stock at the close of business on March 31, 2014 are entitled to notice of, and to vote at, the Annual Meeting.

In addition, the Executive President will present a report of the performance of the Company during 2013 and its perspectives for 2014.

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PROXY REVOCATION:

Class A shareholders who wish to revoke general proxy granted to the Chairman of the Company's board of directors to represent them at the shareholders' meeting, may reqest the proxy revocation notice to:

Rafael Arias - Director of Investor Relations

Copa Holdings, S.A.

rarias@copaair.com

 

 

Location

Copa Airlines (Auditorio - 1er Piso)

Urbanización Costa del Este
Panama

Rafael Arias - Director of Investor Relations

Speaker

Mr. Stanley Motta - Chairman of Copa Holdings, S.A.
Mr. Pedro Heilbron - CEO of Copa Holdnings, S.A.
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