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Departure of Directors or Certain

On October 1, 2015, Francis S. Kalman informed CHC Group Ltd. (the Company) he was resigning from the board of directors of the Company and all committees thereof, effective October 31, 2015.

On October 7, 2015 and to be effective on October 31, 2015 following the effectiveness of Mr. Kalmans resignation, John A. McKenna Jr. was appointed to the Companys board of directors as a Class II director, to serve until the Companys 2018 annual general meeting of shareholders, or until his earlier death, resignation, retirement, disqualification or removal in accordance with the Articles of Association of the Company. Effective upon his appointment to the board of directors, Mr. McKenna will be appointed as the chairman of the audit committee of the board and as a member of the nominating an d corporate governance committee of the board. Mr. McKennas election was recommended to the board by its nominating and corporate governance committee.

In accordance with the Companys Compensation Terms for Independent Non-Employee Directors, Mr. McKenna is entitled to receive a $90,000 annual cash retainer for service as a Board member, payable quarterly in arrears, as well as a supplemental annual retainer of $20,000 as chair of the audit committee of the board and $5,000...


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