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Management Proxy Circular- Fiscal 2020 (PDF)

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Management Proxy Circular- Fiscal 2020 (PDF) BLACKBERRY LIMITED Notice of Annual and Special Meeting of the Shareholders NOTICE IS HEREBY GIVEN THAT the Annual and Special Meeting of the shareholders (the “Meeting”) of BlackBerry Limited (the “Company”) will be held on June 23, 2020 at 1:00 p.m. (Eastern Time) in a virtual-only format which will be conducted via live audio webcast at https://web.lumiagm.com/254044781 for the following purposes: 1. TO RECEIVE and consider the consolidated financial statements of the Company for the fiscal year ended February 29, 2020 and the auditor’s report thereon; 2. TO ELECT the directors of the Company; 3. TO APPOINT the auditors of the Company and to authorize the board of directors to fix the auditors’ remuneration; 4. TO CONSIDER an ordinary resolution to approve amendments to the Company’s equity incentive plan relating to an increase in the number of Common Shares issuable thereunder and to a change in the definition of “Participant” thereunder; 5. TO CONSIDER an ordinary resolution to approve unallocated entitlements under the Company’s deferred share unit plan for directors; 6. TO CONSIDER an ordinary resolution to approve an amendment to the Company’s employee share purchase plan relating to an increase in the number of Common Shares issuable thereunder; 7. TO CONSIDER an advisory (non-binding) resolution on executive compensation; 8. TO CONSIDER an advisory (non-binding) resolution on how frequently the Company should hold an advisory (non-binding) vote on executive compensation; and 9. TO TRANSACT such further and other business as may properly come before the Meeting or any adjournment or adjournments thereof. Details of the foregoing transactions are contained in the accompanying management proxy circular. The management proxy circular is deemed to form part of this notice. A registered shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must complete the enclosed form of proxy and deposit it with the Company’s transfer agent and registrar, Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 Attention: Proxy Department, by 1:00 p.m. (Eastern Time) on June 19, 2020 or at least 48 hours, excluding Saturdays, Sundays and holidays, prior to any adjournment or postponement of the Meeting at which the proxy is to be used. If you hold your shares through a broker or other intermediary, you should follow the procedures provided by your broker or intermediary. Non-registered/beneficial shareholders may be subject to earlier voting deadlines as specified in their proxy or voting instructions. Shareholders who are unable to attend the Meeting in person are requested to date, complete, sign and return the form of proxy so that as large a representation as possible may be available for the Meeting. DATED at Waterloo, Ontario this 8th day of May, 2020. BY ORDER OF THE BOARD (signed) John Chen, Executive Chair BLACKBERRY LIMITED Management Proxy Circular for the Annual and Special Meeting of Shareholders Tuesday, June 23, 2020 TABLE OF CONTENTS CURRENCY 1 QUESTIONS AND ANSWERS ON VOTING RIGHTS AND SOLICITATION OF PROXIES 2 BUSINESS TO BE TRANSACTED AT THE MEETING 7 1. 1. Presentation of Financial Statements 7 2. 2. Election of Directors 7 3. 3. Appointment of Independent Auditors and Authorization of Directors to fix the Auditors’ Remuneration 17 4. 4. Approval of Amendments to the Equity Incentive Plan 19 5. 5. Approval of Unallocated Entitlements Under the DSU Plan 22 6. Approval of Amendment to Employee Share Purchase Plan 23 7. Advisory Vote on Executive Compensation 24 8. Advisory Vote on Frequency of Say on Pay Votes 25 EXECUTIVE COMPENSATION 26 DIRECTOR COMPENSATION 47 INDEBTEDNESS OF DIRECTORS AND OFFICERS 49 DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE 49 INDEMNIFICATION 49 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 49 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 49 CORPORATE GOVERNANCE 64 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 73 ADDITIONAL INFORMATION 74 APPROVAL 74 Schedule A – Change of Auditor Materials A-1 Schedule B – Equity Incentive Plan B-1 Schedule C – Deferred Share Unit Plan for Directors C-1 Schedule D – Employee Share Purchase Plan D-1 Schedule E – Mandate of the Board of Directors of BlackBerry Limited E-1 CURRENCY In this Management Proxy Circular, unless otherwise specified herein, all references to dollar amounts are to U.S. dollars. Unless otherwise noted, all Canadian dollar amounts have been converted into U.S. dollars at the following Bank of Canada average exchange rates: Fiscal 2020: U.S. $1.00 = CDN $1.3256 Fiscal 2019: U.S. $1.00 = CDN $1.3081 Fiscal 2018: U.S. $1.00 = CDN $1.2880 Any amounts in Canadian dollars have been highlighted by the inclusion of the prefix “CDN” before a specified dollar amount. 1 This management proxy circular (the “Management Proxy Circular”) is furnished in connection with the solicitation of proxies by management of BlackBerry Limited (the “Company” or “BlackBerry”) for use at the annual and special meeting of the shareholders of the Company to be held on Tuesday, June 23, 2020 at 1:00 p.m. Eastern Time (the “Meeting”) in a virtual-only format which will be conducted via live audio webcast at https://web.lumiagm.com/254044781 and at any adjournment thereof for the purposes set forth in the enclosed notice of meeting (the “Notice of Meeting”). A form of proxy or voting instruction form accompanies this Management Proxy Circular. Unless otherwise indicated, the information in this Management Proxy Circular is given as at May 8, 2020. This Management Proxy Circular includes information that the Company is required to provide under the requirements of the U.S. Securities and Exchange Commission (the “SEC”) and applicable disclosure requirements in Canada. Shareholders in the United States should be aware that the applicable disclosure requirements in Canada are different from those of the United States applicable to proxy statements under the Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). QUESTIONS AND ANSWERS ON VOTING RIGHTS AND SOLICITATION OF PROXIES 1. Who is soliciting my proxy? Proxies are being solicited by management of the Company for use at the Meeting. Proxies will be solicited primarily by mail, but may also be solicited personally, by telephone, electronic mail or by facsimile by employees of the Company. Management may also retain one or more proxy solicitation firms to solicit proxies on its behalf by telephone, electronic mail or by facsimile. Management expects that the costs of retaining a proxy solicitation firm or firms would not exceed $50,000. The costs of solicitation by management will be borne by the Company. The Company may pay the reasonable costs incurred by persons who are the registered but not beneficial owners of common shares of the Company (“Common Shares”) such as brokers, dealers, other registrants under applicable securities laws, nominees or custodians, in sending or delivering copies of this Management Proxy Circular, the Notice of Meeting and form of proxy or voting instruction form to the beneficial owners of Common Shares. The Company will provide, without cost to such persons, upon request to the Corporate Secretary of the Company, additional copies of these documents required for this purpose. 2. How can I receive information about the Meeting? The Company is using the “notice-and-access” system adopted by the Canadian Securities Administrators and the SEC for the delivery of proxy materials to registered and beneficial shareholders through the following website: http://www.envisionreports.com/BlackBerry2020. On or about May 14, 2020, the Company first mailed to shareholders a Notice of Internet Availability of Proxy Materials (the “proxy notice”), containing instructions on how to access this Management Proxy Circular for the Meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2020 (which we refer to collectively as the “proxy materials”), which was filed with the SEC and Canadian Securities Administrators on April 7, 2020. The proxy notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail. The proxy materials and a form of proxy or voting instruction form were mailed to those shareholders with existing instructions on their account to receive paper material. The Company is not sending proxy-related materials directly to non-objecting beneficial owners of Common Shares but will make delivery through intermediaries. The Company will pay for intermediaries to deliver proxy-related materials to both non-objecting and objecting beneficial owners of Common Shares. 3. On what items am I voting? You are being asked to vote on seven items: (1) the election of nine directors to the Company’s board of directors (the “Board”); (2) the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditors and the authorization of the Board to fix the auditors’ remuneration; 2 (3) an ordinary resolution to approve amendments to the Company’s amended and restated equity incentive plan (the “Equity Incentive Plan”), relating to an increase in the number of Common Shares issuable thereunder and to a change in the definition of “Participant” thereunder; (4) an ordinary resolution to approve unallocated entitlements under the Company’s amended and restated deferred share unit plan for directors (the “DSU Plan”); (5) an ordinary resolution to approve an amendment to the Company’s employee share purchase plan (the “ESPP”), relating to an increase in the number of Common Shares issuable thereunder; (6) a non-binding advisory vote on the Company’s approach to executive compensation as described in this Management Proxy Circular (the “Say on Pay Vote”); and (7) a non-binding advisory vote on how frequently the Company should hold the Say on Pay Vote.
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