Proxy2019 (NEXTGEN)

BOMBARDIER INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 2020 YOUR VOTE IS IMPORTANT As used in this management proxy circular, all references to Bombardier, the Corporation, we, us or similar terms are to Bombardier Inc. Date: Thursday, June 18, 2020 Time: 10:30 a.m. (Montréal time) By order of the Board of Directors, Place: Espace Mansfield 1230 Mansfield Street Montréal, Québec, Canada H3B 2Y3 The holders of Class A shares (multiple voting) and/or Class B shares (subordinate voting) of Bombardier Inc. whose names Steeve Robitaille appear on the list of shareholders of Bombardier Inc. on Senior Vice President, General Counsel Wednesday, May 6, 2020, at 5:00 p.m. (Montréal time) will be and Corporate Secretary entitled to receive this notice of the meeting of shareholders Montréal, Québec, Canada, May 6, 2020 and to vote at the meeting. BUSINESS ON THE AGENDA OF THE MEETING: In light of the ongoing public health concerns related to the spread of COVID-19 and in order to mitigate potential risks to 1. Receipt of the consolidated financial statements of the health and safety of its shareholders, employees, Bombardier Inc. for the financial year ended communities and other stakeholders, the Corporation is December 31, 2019 and the auditors’ report thereon; providing facilities to allow its shareholders to participate in a 2. Election of the directors of Bombardier Inc.; hybrid meeting format whereby registered shareholders and duly appointed proxyholders may attend and participate in the 3. Appointment of the auditors of Bombardier Inc. and meeting via live webcast. The legal requirements of the authorization to the directors of Bombardier Inc. to fix the meeting will be completed, with no traditional social reception remuneration of the auditors; or investor presentation. Guests will not be permitted to attend 4. Consideration and, if deemed appropriate, adoption of a the meeting in person. Shareholders are strongly encouraged non-binding advisory resolution on Bombardier Inc.’s not to attend the meeting in person and to vote their shares in approach to executive compensation; advance of the meeting by proxy or to vote virtually at the meeting online. The Corporation welcomes all shareholders 5. Consideration and, if deemed appropriate, approval of the and others who wish to attend the meeting to do so by joining shareholder proposal submitted for a vote set out in the live webcast that will be available at https:// Exhibit “B” to the accompanying Management Proxy web.lumiagm.com/122776078. Shareholders will be able to Circular; submit questions to management of the Corporation through 6. Consideration and, if deemed appropriate, adoption of an the webcast. The Corporation reserves the right to restrict in- ordinary resolution (the full text of which is reproduced in person attendance depending on available health and safety the accompanying Management Proxy Circular) information at the time of the meeting and make such approving, ratifying and confirming certain amendments to arrangements as are deemed prudent or necessary under the By-Law One of Bombardier Inc., which seek to update circumstances. The ability of shareholders to attend in person certain portions of the by-law, namely to allow meetings of is also subject to any governmental order applicable at the time shareholders to be held entirely with the use of more of the meeting, such as restrictions on gatherings and social modern communication facilities; and distancing rules, which might prevent or restrict shareholders from attending in person. 7. Consideration of such other business as may properly come before the meeting. Due to the evolving concerns associated with COVID-19, the Corporation’s ability to hold the meeting as planned could be compromised. Should the Corporation be required to alter its plans regarding the meeting, including possibly changing the format of the meeting from hybrid to virtual only, the details of any such change would be communicated promptly by way of press release. MEETING MATERIALS This year the Corporation is using notice-and-access to deliver this Management Proxy Circular (the “Circular”) and related materials to both its registered and non-registered shareholders. This means that the Circular is posted online for you to access electronically instead of being mailed out. While you will still receive by mail a proxy form or a voting instruction form so you can vote your shares, instead of receiving a paper copy of this Circular, you will receive a notice outlining the matters to be addressed at the meeting and explaining how you can access the Circular electronically and how to request a paper copy. Notice-and-access is environmentally friendly and cost effective as it reduces paper, printing and postage. You may request a paper copy of the Circular, at no charge, at any time prior to the meeting and up to one year from the date it is filed on SEDAR (www.sedar.com). Such a request can be made by calling 1 866 964 0492 (Canada and the United States) or +1 514 982 8714 (other countries) and following the instructions. If you request a paper copy of the Circular, you will not receive a new proxy form or voting instruction form, so you should keep the original form sent to you in order to vote. REMINDER TO THE READER Please note that all dollar amounts in this Circular are in US DOLLARS, unless it is specifically stated otherwise in the text. TABLE OF CONTENTS Section 1 – Voting Information 3 Section 2 – Business of the Meeting 9 Receipt of Financial Statements 9 Election of the Directors of Bombardier 9 Appointment of the Independent Auditors of Bombardier and Audit Committee Information 15 Non-binding Advisory Vote on Bombardier’s Approach to Executive Compensation 15 Amendments to By-Law One of Bombardier 15 Section 3 – Remuneration and Attendance Record of the Directors of Bombardier 17 Section 4 – Corporate Governance 26 Section 5 – Remuneration of the Executive Officers of Bombardier 39 Executive Summary 39 Executive Pay Program 42 Compensation Elements Overview 42 Say on Pay 43 Committee Structure 43 Pay Policies and Practices 43 Peer Group Benchmarking 44 Compensation Elements 44 Compensation Governance 51 Performance Graph 52 Summary Compensation Table 53 Pension Plans 56 Termination and Change of Control Provisions 57 Summary 60 Section 6 – Additional Information 61 Directors’ and Officers’ Insurance 61 Available Documentation 61 Shareholder Proposals 61 Advance Notice Requirement for Director Nominations 61 Approval of the Board of Directors of Bombardier 61 Exhibit “A” 62 Mandate of the Board of Directors of Bombardier 62 Exhibit “B” 64 Shareholder Proposals 64 Exhibit "C" 69 By-Law One Amendments 69 Appendix 72 2020 MANAGEMENT PROXY CIRCULAR This Circular is furnished in connection with the solicitation by the management of Bombardier of proxies for use at the annual meeting of the holders of Class A shares (multiple voting) (the “Class A shares”) and Class B shares (subordinate voting) (the “Class B subordinate voting shares”), of the Corporation to be held on Thursday, June 18, 2020 at 10:30 a.m. (Montréal time) at Espace Mansfield located at 1230, Mansfield Street, Montréal, Québec, Canada H3B 2Y3 and by live webcast that will be available online at https://web.lumiagm.com/122776078 (the “Meeting”), and at any and all adjournments thereof. In light of the ongoing public health concerns related to the spread of COVID-19 and in order to mitigate potential risks to the health and safety of its shareholders, employees, communities and other stakeholders, the Corporation is providing facilities to allow its shareholders to participate in a hybrid meeting format whereby registered shareholders and duly appointed proxyholders may attend and participate in the Meeting via live webcast. The legal requirements of the Meeting will be completed, with no traditional social reception or investor presentation. Guests will not be permitted to attend the Meeting in person. Shareholders are strongly encouraged not to attend the Meeting in person and to vote their shares in advance of the Meeting by proxy or to vote virtually at the Meeting online. The Corporation welcomes all shareholders and others who wish to attend the Meeting to do so by joining the live webcast that will be available at https://web.lumiagm.com/122776078. Shareholders will be able to submit questions to management of the Corporation through the webcast. The Corporation reserves the right to restrict in-person attendance depending on available health and safety information at the time of the Meeting and make such arrangements as are deemed prudent or necessary under the circumstances. The ability of shareholders to attend in person is also subject to any governmental order applicable at the time of the Meeting, such as restrictions on gatherings and social distancing rules, which might prevent or restrict shareholders from attending in person. Due to the evolving concerns associated with COVID-19, the Corporation’s ability to hold the Meeting as planned could be compromised. Should the Corporation be required to alter its plans regarding the Meeting, including possibly changing the format of the Meeting from hybrid to virtual only, the details of any such change would be communicated promptly by way of press release. FORWARD-LOOKING STATEMENTS This Circular includes forward-looking statements, which may involve, but are not limited to: statements with respect to the Corporation's objectives, anticipations and outlook or guidance in respect of various financial

Load more