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Bombardier Inc. Proxy Solicitation & Information Statement 2022

Mar 25, 2022

42603_rns_2022-03-25_560434fa-c6c8-437b-91ce-ca146ced8972.pdf

Proxy Solicitation & Information Statement

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REGISTERED SHAREHOLDER

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Proxy Form – Class A Shares (Multiple Voting) of Bombardier Inc.

Annual General and Special Meeting of shareholders of Bombardier Inc. (Meeting) to be held on Thursday, May 5, 2022 at 10:30 a.m. (Montréal time) online, via webcast at bombardier.com/en/agm2022

Notes to Proxy

  • 1. As a shareholder, you have the right to appoint some other person of your choice, who need not be a shareholder, to attend and act on your behalf at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). In addition, you must go to http://www.computershare.com/Bombardier by 4:00 p.m. (E.T.) on May 3, 2022 and provide Computershare with the required information for your chosen proxyholder so that Computershare may provide the proxyholder with a username via e-mail. This username will allow your proxyholder to login and vote at the Meeting. Without a username, your proxyholder will only be able to login to the Meeting as a guest and will not be able to vote.
  • 2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this form. If you are acting on behalf of a corporation, partnership, trust or another individual, you may require documentation evidencing your power to sign the proxy with signing capacity stated.
  • 3. The form of proxy should be signed in the exact manner as the name appears on the proxy. If the form of proxy is not dated, it will be deemed to bear the date on which it is mailed to the shareholder.
  • 4. The securities represented by this proxy will be voted as directed by you, as a shareholder. However, if such a specification is not made in respect of any matter, this proxy will be voted as recommended by Management.

reverse hereof. • Return this Proxy in the envelope provided.

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

• Go to the following web site: www.investorvote.com

• You can attend the meeting virtually by visiting the URL provided on the back of this proxy.

  • Complete, sign and date the reverse hereof.
  • Forward it by fax to 1-866-249- 7775 Toll Free for calls within Canada and the U.S.
  • Forward it by fax to 416-263-9524 for calls from other countries.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

If you vote by telephone, the Internet or by fax, DO NOT mail back this proxy.

Voting by mail, the Internet or by fax, are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

Proxies submitted must be received by Computershare Investor Services Inc. by 4:00 p.m. (Montréal time), on Tuesday, May 3, 2022.

Appointment of Proxy

.

The undersigned hereby appoints Pierre Beaudoin (Chairman of the Board of Directors) or, failing him, Éric Martel (President and Chief Executive Officer) OR

Print the name of the person you are appointing if this person is someone other than one of the identified names.

Note: If completing the appointment box above and your appointee intends on attending online YOU MUST go to http://www.computershare.com/Bombardier and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting. If the appointee is attending the meeting in person, this step is NOT required.

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as his (her) proxyholder to attend, vote and act at the Meeting and at any adjournment thereof, with power of substitution and with the powers which the undersigned could exercise if present, and with authority to vote at the said proxyholder's discretion, except as herein otherwise specified and to vote and act in said proxyholder's discretion with respect to amendments or variations to matters referred to in the Notice of Annual General and Special Meeting of Shareholders and with respect to other matters that may properly come before the Meeting. Each Class A share (multiple voting) entitles the holder thereof to ten (10) votes and each Class B share (subordinate voting) entitles the holder thereof to one (1) vote, on a ballot.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

For Withhold For Withhold For Withhold For Withhold For Withhold
01.
Pierre
Beaudoin
04.
Diane
Fontaine
07.
Anthony R.
Graham
10.
Éric
Martel
13.
Antony N.
Tyler
02.
Joanne
Bissonnette
05.
Ji-Xun
Foo
08.
August W.
Henningsen
11.
Douglas R.
Oberhelman
03.
Charles
Bombardier
06.
Diane
Giard
09.
Melinda
Rogers-Hixon
12.
Eric
Sprunk
For Withhold For Against
2. Appointment of Independent Auditors Appointment of Ernst & Young
5. Shareholder proposal 1. The Board of Directors recommends that
LLP, chartered professional accountants, as independent auditors.
shareholders VOTE AGAINST the Shareholder proposal 1 set out in Exhibit
"C" to the Management Proxy Circular.
For Against 6. Shareholder proposal 2. The Board of Directors recommends that
"C" to the Management Proxy Circular.
shareholders VOTE AGAINST the Shareholder proposal 2 set out in Exhibit
3. Special Resolution to Approve Share Consolidation Consider and,
if deemed advisable, adopt a Special Resolution (the full text of which is
reproduced as Exhibit "B" of the Management Proxy Circular) authorizing
Bombardier Inc. to amend its Restated Articles of Incorporation to consolidate
the Class A shares (multiple voting) of Bombardier Inc., issued and unissued,
and Class B (subordinate voting) of Bombardier Inc. issued and unissued, on
the basis set out in the Management Proxy Circular.
7. Shareholder proposal 3. The Board of Directors recommends that
"C" to the Management Proxy Circular.
shareholders VOTE AGAINST the Shareholder proposal 3 set out in Exhibit
4. Advisory Vote on the Remuneration of the Executive Officers of
Bombardier Inc. The Board of Directors recommends that shareholders
VOTE FOR the approach to executive compensation disclosed in the
Management Proxy Circular.
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Authorized Signature(s) - Sign Here - This section must be completed for your
instructions to be executed.
Signature(s)
be voted as recommended by Management. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy
previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will
Date

Financial Statements Request - In accordance with securities regulations, as a shareholder, you may elect annually to receive or not financial statements. Please mark your selection.

Interim Financial Reports

Mark this box if you want to receive interim financial reports by mail.

Note that you may rather choose to access the above reports at www.bombardier.com or sign up for electronic delivery at www.computershare.com/mailinglist