Soulef Hadjoudj/Authorized Signatory

0001104659-25-014235.txt : 20250214 0001104659-25-014235.hdr.sgml : 20250214 20250214164156 ACCESSION NUMBER: 0001104659-25-014235 CONFORMED SUBMISSION TYPE: SCHEDULE 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20250214 DATE AS OF CHANGE: 20250214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAE INC CENTRAL INDEX KEY: 0001173382 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SCHEDULE 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80449 FILM NUMBER: 25630091 BUSINESS ADDRESS: STREET 1: 8585 COTE DE LIESSE CITY: ST-LAURENT STATE: A8 ZIP: H4T 1G6 BUSINESS PHONE: 514-341-6780 MAIL ADDRESS: STREET 1: 8585 COTE DE LIESSE CITY: ST-LAURENT STATE: A8 ZIP: H4T 1G6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CENTRAL INDEX KEY: 0000898286 ORGANIZATION NAME: IRS NUMBER: 980380483 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D BUSINESS ADDRESS: STREET 1: 1000 PLACE JEAN-PAUL RIOPELLE CITY: MONTREAL STATE: A8 ZIP: H2Z2B3 BUSINESS PHONE: 514 847-2353 MAIL ADDRESS: STREET 1: 1000 PLACE JEAN-PAUL RIOPELLE CITY: MONTREAL STATE: A8 ZIP: H2Z2B3 SCHEDULE 13D 1 primary_doc.xml SCHEDULE 13D 0000898286 XXXXXXXX LIVE Common Shares 02/13/2025 true 0001173382 124765108 CAE INC.

8585 Cote de Liesse ST-LAURENT A8 H4T 1G6

Caisse de depot et placement d 514 847 2353 1000, Place Jean-Paul-Riopelle Montreal A8 H2Z 2B3 0000898286 N Caisse depot et placement du Quebec OO N A8 30917402.00 0.00 30917402.00 0.00 30917402.00 N 9.7 OO Common Shares CAE INC. 8585 Cote de Liesse ST-LAURENT A8 H4T 1G6 The Reporting Person is a legal person without share capital created by a special act of the Legislature of the Province of Quebec. The address of the Reporting Person is 1000, place Jean-Paul-Riopelle, Montreal, Quebec, H2Z 2B3. The principal business of the Reporting Person is to receive on deposit and manage funds deposited by agencies and instrumentalities of the Province of Quebec. The name, residence or business address and principal occupation or employment of each director, executive officer and controlling person are available in Exhibit 1 to this Schedule 13D. During the last five years, the Reporting Person has not been and, to the best of the Reporting Person's knowledge, none of the executive officers or directors of the Reporting Person have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Person has not been and, to the best of the Reporting Person's knowledge, none of the executive officers or directors of the Reporting Person have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The citizenship of the natural persons who are officers, directors or controlling persons of the Reporting Person is set forth in Exhibit 1. All of the Common Shares to which this Schedule 13D relates were purchased by the Reporting Person using funds on deposit at the Reporting Person. The 30,917,402 Common Shares held by the Reporting Person and reported herein were acquired as follows: (i) in a private placement transaction on November 16, 2020, the Reporting Person acquired 5,025,016 Common Shares at a purchase price of $29.85 per share (in Canadian dollars, or "CAD$"); (ii) in a private placement transaction on March 4, 2021, the Reporting Person acquired 15,200,000 subscription receipts at a purchase price of CAD$31.25 per subscription receipt, which were subsequently converted on a 1-to-1 basis for Common Shares for no additional consideration; (iii) in a series of open market transactions between November 13, 2024 and December 31, 2024, the Reporting Person acquired 6,313,165 Common Shares at purchase prices ranging from CAD$29.24 to CAD$36.46 per share; and (iv) in a series of open market transactions between 2001 and 2016, the Reporting Person acquired the balance of Common Shares at purchase prices ranging from CAD$2.88 to CAD$15.17 per share. The Reporting Person purchased the Common Shares for investment purposes. On February 13 2025, the Reporting Person entered into a Nomination Agreement (the "Nomination Agreement") with the Issuer. The Nomination Agreement provides that, for as long as the Reporting Person, together with its affiliates and group members, holds at least 5% of the outstanding Common Shares, the Reporting Person has the right, subject to certain terms and conditions, to nominate a candidate for election in connection with a proxy solicitation relating to the election of directors of the Company. The Reporting Person intends to nominate Louis Tetu for election as a director at the Issuer's 2025 annual general meeting of shareholders. The foregoing summary of the Nomination Agreement is not complete and is qualified in its entirety by reference to the full text of the Nomination Agreement, a summary translation of which is attached as Exhibit 3 and is incorporated by reference herein. The Reporting Person has not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the Common Shares reported herein. The responses to this Item 5 and the information on the cover page are based on 318,590,139 Common Shares outstanding as of September 30, 2024 as reported in the Issuer's 2025 Q2 Financial Statements and Management's Discussion and Analysis as filed by the Issuer on Form 6-K with the Securities and Exchange Commission on November 12, 2024. The information set forth in Items 2, 3 and 6 of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. The Reporting Person is the direct beneficial owner of 30,917,402 Common Shares, which represents approximately 9.7% of the Issuer's outstanding Common Shares. The Reporting Person has sole power to vote and sole power to direct the disposition of 30,917,402 Common Shares, and has no shared voting or dispositive power. The transactions by the Reporting Person in the Common Shares during the past sixty days are set forth in Exhibit 2. Except as otherwise disclosed therein, the Reporting Person has not effected any transaction in the Common Shares in the last 60 days. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the Common Shares beneficially owned by the Reporting Person. Not applicable. On February 13, 2025, the Reporting Person and the Issuer entered into the Nomination Agreement described in Item 4 above, a summary translation of which is attached as Exhibit 3 hereto. The information regarding the Nomination Agreement in Item 4, as qualified by the full text of the Nomination Agreement, is incorporated into this Item 6 by reference. Exhibit 1 - Directors and Officers Exhibit 2 - Schedule of Transactions Exhibit 3 - Nomination Agreement (summary translation) Caisse depot et placement du Quebec /s/ Soulef Hadjoudj Soulef Hadjoudj/Authorized Signatory 02/14/2025 EX-99.1 2 tm256409d1_ex1.htm EXHIBIT 1

Exhibit 1

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

Directors and Officers

Name	Business Address	Principal Occupation or Employment	Citizenship
Jean St-Gelais	1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3	Chairman of the Board of Directors	Canadian
Jean-François Blais	1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3	Corporate Director	Canadian
Ivana Bonnet-Zivcevic	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Corporate Director	Serbian and French
Florence Brun-Jolicoeur	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Corporate Director Senior Consultant, Strategy, Aviseo	Canadian
Alain Côté	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Corporate Director	Canadian
René Dufresne	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Corporate Director President and Chief Executive Officer, Retraite Québec	Canadian
Charles Emond	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	President, Chief Executive Officer and Corporate Director	Canadian
Olga Farman	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Corporate Director Managing Partner, Norton Rose Fulbright LLP	Canadian
Nelson Gentiletti	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Corporate Director	Canadian
Lynn Jeanniot	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Corporate Director	Canadian
Wendy Murdock	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Corporate Director	Canadian
Audrey Murray	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Corporate Director President and Chief Executive Officer, Commission de la construction du Québec	Canadian

Name	Business Address	Principal Occupation or Employment	Citizenship
Ghislain Parent	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Corporate Director	Canadian
Marc Tremblay	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Corporate Director	Canadian
Pierre Beaulieu	1000, place Jean-Paul-Riopelle 4th floor Montréal, Québec H2Z 2B3	Executive Vice-President, Digital Technology	Canadian
Marc-André Blanchard	1000, place Jean-Paul-Riopelle 10th floor Montréal, Québec H2Z 2B3	Executive Vice-President and Head of CDPQ Global and Global Head of Sustainability	Canadian
Sarah-Émilie Bouchard	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Executive Vice-President, Global Strategy, Governmental Affairs and Chief of Staff	Canadian
Vincent Delisle	1000, place Jean-Paul-Riopelle 7th floor Montréal, Québec H2Z 2B3	Executive Vice-President and Head of Liquid Markets	Canadian
Rana Ghorayeb	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Executive Vice-President and Head of Real Estate CDPQ/Ivanhoé Cambridge	Canadian
Ève Giard	1000, place Jean-Paul-Riopelle 5th floor Montréal, Québec H2Z 2B3	Executive Vice-President, Talent and Performance	Canadian
Emmanuel Jaclot	1000, place Jean-Paul-Riopelle 8th floor Montréal, Québec H2Z 2B3	Executive Vice-President and Head of Infrastructure	French
Michel Lalande	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Executive Vice-President, Legal Affairs, Compliance and Secretariat	Canadian
David Latour	1000, place Jean-Paul-Riopelle 9th floor Montréal, Québec H2Z 2B3	Executive Vice-President and Chief Risk Officer	Canadian
Martin Longchamps	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Executive Vice-President and Head of Private Equity	Canadian
Maarika Paul	1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3	Executive Vice-President and Chief Financial and Operations Officer	Canadian

Name

Business Address

Principal Occupation or
Employment

Citizenship

Kim Thomassin

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President and Head of Québec

Canadian

Philippe Tremblay

1000, place Jean-Paul-Riopelle

11th floor

Montréal, Québec

H2Z 2B3

Executive Vice-President, Depositors and Total Portfolio

Canadian

EX-99.2 3 tm256409d1_ex2.htm EXHIBIT 2

Exhibit 2

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

Transactions in the Common Shares of the Issuer
by the Reporting Person During the Past Sixty (60) Days

The following table sets forth all transactions in the Common Shares effected during the past sixty (60) days by the Reporting Person. The Common Shares were purchased on the Toronto Stock Exchange in open market transactions, and the purchase price per share was paid in Canadian Dollars (CAD$).

Date of Transaction	Shares Purchased	Price per Share (CAD)	Where and How Effected
2024-12-19	30,486	$32.68	Toronto Stock Exchange
2024-12-23	71,951	$35.00	Toronto Stock Exchange
2024-12-23	178,049	$35.00	Toronto Stock Exchange
2024-12-23	8,174	$34.47	Toronto Stock Exchange
2024-12-23	20,226	$34.47	Toronto Stock Exchange
2024-12-24	4,737	$35.37	Toronto Stock Exchange
2024-12-24	11,723	$35.37	Toronto Stock Exchange
2024-12-27	43,171	$36.08	Toronto Stock Exchange
2024-12-27	106,829	$36.08	Toronto Stock Exchange
2024-12-27	8,577	$35.97	Toronto Stock Exchange
2024-12-27	21,223	$35.97	Toronto Stock Exchange
2024-12-30	28,781	$36.25	Toronto Stock Exchange
2024-12-30	71,219	$36.25	Toronto Stock Exchange
2024-12-30	172,683	$36.44	Toronto Stock Exchange
2024-12-30	427,317	$36.44	Toronto Stock Exchange
2024-12-30	17,700	$36.32	Toronto Stock Exchange
2024-12-30	43,800	$36.32	Toronto Stock Exchange
2024-12-31	28,781	$36.50	Toronto Stock Exchange
2024-12-31	71,219	$36.50	Toronto Stock Exchange
2024-12-31	47,094	$36.42	Toronto Stock Exchange
2024-12-31	116,536	$36.42	Toronto Stock Exchange
2024-12-31	106,775	$36.46	Toronto Stock Exchange
2024-12-31	264,225	$36.46	Toronto Stock Exchange

EX-99.3 4 tm256409d1_ex3.htm EXHIBIT 3

Exhibit 3

Summary Translation in English of Original French Agreement

NOMINATION AGREEMENT

Date: February 13, 2025

Parties: CAE Inc. (the “Company”); and

Caisse de dépôt et placement du Québec (“CDPQ”), which holds or exercises influence or control over 9.7% of the issued and outstanding common shares of the Company (“Common Shares”)

Nomination Right:

For so long as CDPQ, together with its affiliates and any members of its group (collectively, “CDPQ Group”), holds at least 5% of the outstanding Common Shares, CDPQ has the right, subject to the terms and conditions in the Nomination Agreement and applicable securities laws, to nominate a candidate (the “CDPQ Candidate”) for election in connection with a proxy solicitation relating to the election of directors of the Company. For as long as CDPQ has the right to nominate a candidate to the board of directors of the Company hereunder, the Company will take the necessary steps to enforce CDPQ’s rights hereunder, provided that the CDPQ Candidate (i) is eligible to serve as director under applicable laws and the Company’s organizational documents; (ii) does not have a material relationship with the Company or CDPQ; (iii) is a Canadian resident; (iv) is recommended for nomination by the Company’s Governance Committee; and (v) completes such background checks and questionnaires as reasonably requested by the Company.

The Company must notify CDPQ of its intention to hold an annual meeting of shareholders at least 45 days before the approval of its proxy statement by the Company relating to such meeting. CDPQ will have the right to notify the Company of the CDPQ Candidate at any time, but at least 15 days before such approval.

Subject to certain conditions, before the first annual meeting of shareholders following the date of this Nomination Agreement, or if the person designated by CDPQ as CDPQ Candidate ceases to be a director of the Company or if the position of CDPQ Candidate otherwise becomes vacant, CDPQ has the right to nominate a CDPQ Candidate or a replacement thereof, whom the Company must appoint to the board of directors as soon as commercially reasonably and to the extent permitted by the CBCA and the Company’s articles of incorporation, and whose term of office will end at the close of the following annual meeting of shareholders.

When a CDPQ Candidate joins the board of directors of the Company, he or she must sign an agreement pursuant to which he or she undertakes to submit his or her resignation to the board of directors under certain circumstances. At the time CDPQ Group ceases to hold at least 5% of the outstanding Common Shares, the right to appoint a CDPQ Candidate will automatically and irrevocably terminate. CDPQ must inform the Company promptly if its ownership falls below 5% of the outstanding Common Shares and the CDPQ Candidate then elected or appointed to the board of directors must resign, following which CDPQ will subsequently no longer have the right to designate a person to sit on the Company’s board of directors.

Consultation Right:

For so long as CDPQ Group holds at least 5% of the outstanding Common Shares, and no later than February 13, 2026, if Katherine A. Lehman, whose appointment as an independent director was announced concurrently with the signing of this Nomination Agreement, ceases to act as director of the Company for any reason, the Company agrees that it will consult CDPQ regarding the appointment of a replacement to the board of directors.