Aar Corp. · NYSE:AIR

Aar — Shareholder Meeting (September 2022)

20 slides from Aar's shareholder meeting presentation, Sep 9, 2022

1. Slide 1: Shareholder Engagement for Say on Pay Proposal

   Doing It Right’ Bfereholder Engagement for Say on Pay Proposal September 2022

2. Slide 2: Shareholder Engagement for Say on Pay Proposal

   AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 1 Shareholder Engagement for Say on Pay Proposal September 2022

3. Slide 3: Important Additional Information and Where to Find It

   AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 2 Important Additional Information and Where to Find It We have filed a definitive proxy statement on Schedule 14A and proxy card with the Securities and Exchange Commission (“SEC”) in connection with the solicitation of

4. Slide 4: AAR – Who We Are and What We Do

   AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 3 AAR is a global aerospace and defense aftermarket solutions company that operates in over 60 sites around the world. Headquartered in the Chicago area, AAR supports commercial and government customers in over 100 count

5. Slide 5: CARES Act Impacts and March 2022 Equity Grants

   AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 4 CARES Act Impacts and March 2022 Equity Grants

6. Slide 6: CARES Act funding and compensation limits

   AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 5 The Company accepted CARES Act funding in July 2020 to support the stability and sustainability of our business – for our stockholders, workforce, creditors, customers, suppliers, and the communities where the Company

7. Slide 7: Impact of CARES Act Compensation Restrictions on March 2022 Grants

   AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 7 Across Fiscal 2021 and 2022, CARES Act compensation limits resulted in an $8.3 million reduction in the value of Mr. Holmes' equity awards as shown below (indexed to the grant date stock price on March 25, 2022): Impac

8. Slide 8: Impact of CARES Act Compensation Restrictions on March 2022 Grants

   AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 7 Across Fiscal 2021 and 2022, CARES Act compensation limits resulted in an $8.3 million reduction in the value of Mr. Holmes’ equity awards as shown below (indexed to the grant date stock price on March 25, 2022): Impac

9. Slide 9: Continued execution of Aviation Services connected businesses strategy

   AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 9 Continued execution of Aviation Services "connected businesses" strategy Parts Supply, MRO Services, and Integrated Solutions - leveraged best-in-class services within Parts Supply, MRO Services, and Integrated Solutio

10. Slide 10: Continued execution of Aviation Services connected businesses strategy

    AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 9 Continued execution of Aviation Services “connected businesses” strategy • Parts Supply, MRO Services, and Integrated Solutions – leveraged best - in - class services within Parts Supply, MRO Services, and Integrated S

11. Slide 11: COVID-19 cost-cutting actions

    AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 10 In response to the onset of the COVID - 19 pandemic, AAR management initiated a wide range of cost - cutting actions, including the following: • Reductions in chief executive officer base salary and Board of Directors

12. Slide 12: Corporate Governance Highlights

    AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 11 Our goal is to ensure that our corporate governance practices reflect best practices tailored, as necessary, to the Company’s culture, strategy and performance. Corporate Governance Highlights

13. Slide 13: Highly Qualified and Engaged Board

    AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 12 Our Board is well - balanced and able to address our Company’s needs. Our directors have significant experience in chief executive or other senior level operating, financial and international management roles. More th

14. Slide 14: ESG focus embedded in strategy and overseen by the Board

    AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 13 Our focus on environmental, social and governance (ESG) matters is embedded in our strategy, which is overseen by the Board. The Board’s standing committees oversee our ESG focus areas based on the delegated subject m

15. Slide 15: Board Engagement with Shareholders

    AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 14 Board Engagement with Shareholders

16. Slide 16: Pay for Performance Alignment

    AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 16 Pay for Performance Alignment Cash bonuses under the Fiscal 2022 short-term incentive plan: Performance shares under the Fiscal 2022 long-term incentive plan: Fiscal 2022 CEO Compensation Mix*: * *Excludes the special

17. Slide 17: Pay for Performance Alignment

    AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 16 Pay for Performance Alignment Cash bonuses under the Fiscal 2022 short - term incentive plan: Performance shares under the Fiscal 2022 long - term incentive plan: Fiscal 2022 CEO Compensation Mix * :

18. Slide 18: Recent Evolution of Pay Program

    AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 17 Recent Evolution of Pay Program Element FY20 Design FY21 Design (Changes in Blue) FY22 Design (Changes in Blue) Short - Term Incentive Metrics ▪ EPS (80%) ▪ Working Capital Turns (20%) ▪ EPS (40%) ▪ Working Capital Tu

19. Slide 19: Appendix

    AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 18 Appendix

20. Slide 20: Adjusted diluted EPS non-GAAP reconciliation

    AAR CORP. All rights reserved worldwide. Confidential and proprietary document. 19 Adjusted diluted earnings per share from continuing operations is a “non - GAAP financial measure” as defined in Regulation G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We believe this no

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