Bombardier Inc. — Proxy Solicitation & Information Statement 2025

Mar 27, 2025

2025 Notice of Annual Meeting of Shareholders

To be held on May 1, 2025 in Montréal, Québec, Canada

Bombardier today

Pioneering the future of aviation - innovating to make flying more reliable, efficient and sustainable

Bombardier is a global leader in aviation, focused on designing, building, modifying and maintaining the world's best-performing aircraft for the world's most discerning people and businesses, governments and militaries. Bombardier customers operate a global fleet of more than 5,100 aircraft, supported by a vast network of Bombardier team members worldwide and 10 service facilities across six countries. Headquartered in Greater Montreal, Quebec, Bombardier proudly manufactures its perfomance-leading jets in aerostructure, assembly and completion facilities in Canada, the United States and Mexico.

Letter to Shareholders

Dear Shareholders,

We are delighted to invite you to Bombardier's 2025 Annual General Meeting, which will be held virtually on May 1. During this meeting, members of our Senior Leadership Team will have the privilege of updating you on our Corporation's accomplishments.

2024 was a pivotal year for Bombardier. We launched a stunning new brand that reflects our heritage, identity and successful forward momentum. Our Services performance was a highlight, yielding record revenues. This key pillar for Bombardier represents a predictable source of income that will increase as we grow our fleet and market share. Bombardier Defense achieved major milestones that demonstrate the relevance of our offerings amid an evolving geopolitical landscape. Our products shone on the world stage; for example, our flagship Global 7500 aircraft, which surpassed 200 deliveries and set more than 75 city-pair speed records in 2024[1]. We underscored all this success by continuing to strengthen our financial standing, including further reducing our debt.

The financial community responded very favorably to our performance. Bombardier was listed on the TSX30 as a top-performing stock for the second year in a row, as our share price increased by 84% in 2024.[2] We received credit rating upgrades from both Moody's Investors Service, Inc. and S&P Global Ratings.

Looking ahead to 2025, we will continue to execute our solid strategy for Bombardier's long-term success. Our multinational presence and worldwide reputation for excellence will be our anchors amid political uncertainty. The qualities that set us apart – our innovative spirit, exceptional products and personalized service – firmly established over more than eight decades, will help us become even stronger.

We look forward to going into more detail on May 1 and in the meantime, this Management Proxy Circular contains the information you will need to be an informed participant.

Thank you for your continued confidence in the Bombardier team.

18,800[3] Number of worldwide employees

10 Number of service centres

5,100 + Aircraft in service

100 %

of our operational flights covered by a SAF blend utilizing the Book-and-Claim system

Pierre Beaudoin Chair of the Board, Bombardier

Éric Martel President and Chief Executive Officer, Bombardier

^[1] Speeds and distances referenced per FAI guidelines. Some records pending review by FAI, the World Air Sports Federation.

^[2] Defined as the percentage increase in the Class B share (subordinate voting) value by comparing the closing share price on January 1, 2024, to the closing price on December 31, 2024.

^[3] As at December 31, 2024, including contractual and inactive employees.

Notice of our 2025 annual meeting of shareholders and availability of materials

NOTICE IS HEREBY GIVEN THAT Bombardier Inc. (the "Corporation") will hold its annual meeting of holders of Class A shares (multiple voting) and Class B shares (subordinate voting) (the "Meeting").

When: May 1, 2025

Time: 10:30 a.m. (Montréal time)

We will be holding our annual meeting of shareholders in a virtual-only format, which will be conducted via webcast. We believe that holding a virtual meeting will allow for greater participation by our shareholders, as well as our employees and other interested parties, allowing those who could not attend a physical meeting to attend online. Registered shareholders and duly appointed proxyholders, regardless of their location, will have an equal opportunity to attend, participate in, vote and ask questions at the Meeting.

Business to be transacted at the meeting:

• 1. To receive our consolidated financial statements for the fiscal year ended December 31, 2024, together with the auditors' report thereon (the "2024 Financial Statements");
• 1. To appoint Ernst & Young LLP as the independent auditors of the Corporation until the next annual meeting of shareholders and authorize the directors of Bombardier to fix their remuneration;
• 1. To elect each of the directors nominated to serve on our Board of Directors until the next annual meeting of shareholders;
• 1. To approve, if deemed appropriate, a non-binding advisory resolution on our approach to executive compensation;
• 1. To vote on the shareholder proposals we received from a shareholder this year, as set out in Appendix "B" of this Circular; and
• 1. To consider such other business as may properly come before the Meeting.

Notice-and-access

We have opted to use notice-and-access, as permitted under Canadian securities laws, to deliver the Management Proxy Circular (the "Circular") and related materials for the Meeting to both our registered and non-registered shareholders, in order to reduce paper, printing and postage. Instead of receiving the Circular and the 2024 Financial Statements and related management discussion

Where: bombardier.com/en/agm2025 Enter password: bombardier2025 (case sensitive)

and analysis (the "2024 Financial Report", and together with the Circular, the "Meeting Materials") by the mail, shareholders receive a notice with instructions on how to access the Meeting Materials online. The Meeting Materials are available on our website at bombardier.com/en/ agm2025 as well as on the Canadian Securities Administrators' website at www.sedarplus.ca The Meeting Materials should be reviewed prior to voting.

How to request a paper copy of the meeting materials

Shareholders may request a paper copy of the Circular and/ or the 2024 Financial Report, at no charge, at any time prior to the Meeting and up to one year from the date it is filed on SEDAR+ (www.sedarplus.ca). Such a request can be made by calling 1 866 964 0492 (Canada and the United States) or +1 514 982 8714 (other countries). 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.

We need to receive your request by April 17, 2025, if you want to receive the Circular before the Meeting. After the Meeting, please call at 1 866 964 0492 (Canada and the United States) or +1 514 982 8714 (other countries) to ask for a printed copy.

Attendance and voting at the meeting

The record date for determination of shareholders entitled to receive notice of and to vote at the Meeting was March 3, 2025 (the "Record Date"). Only holders of Class A shares (multiple voting) and Class B shares (subordinate voting) of the Corporation whose names have been entered in the register of our shares on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

Registered shareholders and duly appointed proxyholders will be able to attend, participate, vote and submit or ask questions at the Meeting via the webcast.

Non-registered shareholders who have not duly appointed themselves as their proxyholder and registered with our transfer agent, Computershare Investor Services Inc. ("Computershare"), will be able to attend the Meeting only as guests. Guests will be able to attend and listen to the

REGISTERED SHAREHOLDERS

You are a registered shareholder if your shares are held in your name.

Proxy voting

Shareholders who wish to appoint a proxyholder other than the persons designated by the Corporation on the proxy form or voting instruction form (including a non-registered shareholder who wishes to appoint himself or herself as proxyholder) must carefully follow the instructions under the heading "Proxies" in Section 1 (General Information) of the Circular, and on their proxy or voting instruction form. These instructions include the additional step of registering the proxyholder with our transfer agent, Computershare, after submitting their proxy form or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number that will serve as their online sign-in credentials and that is required to vote at the Meeting, therefore, will only be able to attend the online Meeting as a guest.

A proxy form or voting instruction form is provided with this notice. If you cannot attend the Meeting, please sign and return the form following the instructions under the heading "Proxies" in Section 1 (General Information) of the Circular.

Proxies submitted by mail, phone or internet must be received by Computershare Investor Services Inc. by no later than 4:00 p.m., Eastern Time, on April 29, 2025.

We wish to have as many shares as possible represented and voted at the Meeting. For this reason, and regardless of whether you are able to attend the Meeting via the live webcast, shareholders are strongly encouraged to complete, date, sign and return the accompanying form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form and in the Circular or, alternatively, vote by phone or vote using the internet. Instructions on how to vote by phone or by using the internet are provided in the proxy form or voting instruction form and under the heading "Proxies – How to Vote" in Section 1 (General Information) of the Circular.

Meeting via the webcast, but will not be able to vote or ask questions. A recording of the Meeting webcast will be available on the Corporation's website for a period of time afterwards.

NON-REGISTERED SHAREHOLDERS

You are a non-registered shareholder when your shares are held in the name of an intermediary, usually a bank, trust company, securities dealer or broker or other financial institution. Non-registered shareholders are either objecting beneficial owners who object that intermediaries disclose information about their ownership in the Corporation, or non-objecting beneficial owners, who do not object to such disclosure.

Questions

If you are a registered shareholder and have any questions regarding this Notice of Meeting, the notice-and-access mechanism or the Meeting, please contact our transfer agent, Computershare Investor Services Inc. at 1 800 564 6253 (Canada and United States) or +1 514 982 7555 (other countries) or by e:mail at service@computershare.com. If you are a non-registered shareholder, please contact Broadridge Investor Communication Corporation: Toll Free Number: 844 916 0609 (English) or Toll Free Number: 844 973 0593 (French).

Dorval, Québec, Dated March 7, 2025

By order of the Board of Directors,

Pierre Gagnon, Ad. E. Senior Vice President, General Counsel and Corporate Secretary

Table of contents

Letter to Shareholders	i
Notice of Meeting	ii
Forward- Looking Statements	1
Section 1 – General Information	3
Attending the Virtual Meeting	3
Asking Questions at the Meeting	3
Notice and Access	4
Proxies	4
Voting Shares and Principal Shareholders	8
Section 2 – Business of the Meeting	11
Receipt of Financial Statements	11
Appointment of the Independent Auditors	11
Election of the Directors of Bombardier	11
Non-binding Advisory Vote on Bombardier's Approach to Executive Compensation	19
Shareholder Proposals	20
Section 3 – Remuneration of the Directors	21
Attendance Record of Directors During the Financial Year Ended December 31, 2024	22
Elements of Compensation During the Financial Year Ended December 31, 2024	22
Summary Compensation Table	23
Allocation of Compensation Earned During the Financial Year Ended December 31, 2024	24
Minimum Shares and/or DDSUs Holding Requirement	24
Directors Deferred Stock Unit Plan	25
Stock Options and Deferred Share Units	25
Director Shares and/or DDSUs Holding Table	26
Section 4 – Corporate Governance	28
Composition of the Board of Directors	28
Director Independence	28
Structure and Mandate of the Board of Directors	30
Responsibilities of the Board of Directors	30
Committees of the Board of Directors	32
Corporate Governance and Nominating Committee	32
Human Resources and Compensation Committee	33
Audit Committee	34
External Audit Services and Fees Internal Controls	35 35
Disclosure Policy and Communications	36
Insider Trading and Blackout Periods Policy	36
Leadership Structure	37
Role and Responsibilities of the Chair and the President and CEO	37
Committee Chairs	37

Skills Matrix	38
Assessment of the Board	39
Retirement Age Policy and Term Limits	39
Recruitment and Election of Directors	40
Board Interlocks	40
Overboarding	40
Orientation and Continuing Education Programs	41
Conflict of Interests	43
Related Party Transactions	43
Diversity	43
CEO Leadership and Succession Planning for Executive Officers	45
Leadership Development and Management Succession Planning	45
Sustainability and Corporate Social Responsibility Governance	46
Shareholder Engagement and Other Stakeholders	47
Ethical Business Conduct	48
Section 5: Executive Compensation Discussion and Analysis	49
Executive Compensation Philosophy and Principles	49
Executive Pay Program	53
Compensation Elements Overview	54
Say on Pay	54
Committee Structure	55
Pay Policies and Practices	55
Peer Group Benchmarking	55
Compensation Elements	56
Compensation Governance	61
Performance Graph	63
Summary Compensation Table	65
Pension Plans	69
Termination and Change of Control Provisions	70
Summary	74
Section 6 – Additional Information	75
Directors' and Officers' Insurance	75
Available Documentation	75
Shareholder Proposals	75
Advance Notice Requirement for Director Nominations	75
Approval of the Board of Directors of Bombardier	76
Appendix A - Mandate of the Board of Directors	77
Appendix B : Shareholder Proposals	79
Appendix C : Stock Options and Deferred Share Units	84
Appendix D: Non-GAAP and Financial Measures and Ratios	87

Forward-looking statements disclaimer

This Management Proxy Circular (the "Circular") includes forward-looking statements, which may involve, but are not limited to: statements with respect to our objectives, anticipations and outlook or guidance in respect of various financial and global metrics and sources of contribution thereto, targets, goals, priorities, market and strategies, financial position, financial performance, market position, capabilities, competitive strengths, credit ratings, beliefs, prospects, plans, expectations, anticipations, estimates and intentions; general economic and business outlook, prospects and trends of our industry; customer value; expected demand for products and services; growth strategies including, potential revenues and year-over-year growth generated therefrom; product development, including projected design, characteristics, capacity or performance; expected or scheduled entry-into-service of products and services, orders, deliveries, testing, lead times, certifications and execution of orders in general; competitive position; expectations regarding revenue and backlog mix; the expected impact of the legislative and regulatory environment and legal proceedings; strength of capital profile and balance sheet, creditworthiness, credit ratings, available liquidities and capital resources, expected financial requirements, capital allocation and deployment of excess liquidity and ongoing review of strategic and financial alternatives; the introduction and anticipated results of productivity enhancements and profitability initiatives, operational efficiencies optimizing the use of our manufacturing and services facilities, cost reduction and potential future restructuring initiatives, and anticipated costs, intended benefits and timing thereof; the ability to continue business growth and cash generation; expectations, objectives and strategies regarding debt repayment, refinancing of maturities and interest cost reduction; compliance with restrictive debt covenants; expectations regarding the declaration and payment of dividends on our preferred shares; intentions and objectives for our programs, assets and operations; expectations regarding the availability of government assistance programs; the impact of new, or exacerbation of existing global health, geopolitical or military events, or international trade disputes or renegotiation of existing trade arrangements, on the foregoing and the effectiveness of our plans and measures in response thereto; and expectations regarding the strength of markets, economic downturns or recession, and inflationary and supply chain pressures.

In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Circular. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may", "will", "shall", "can", "expect", "estimate", "intend", "anticipate", "plan", "foresee", "believe", "continue", "maintain" or "align", the negative of these terms, variations of them or similar terminology. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of our current objectives, strategic priorities, expectations, guidance, outlook and plans, and in obtaining a better understanding of our business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes.

By their nature, forward-looking statements require management to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from forecast results set forth in forward-looking statements. While management considers these assumptions to be reasonable and appropriate based on information currently available, there is risk that they may not be accurate. The assumptions underlying the forwardlooking statements made in this Circular include the following: alignment of production rates to market demand, including the supply base supporting our product development and production rates in a commercially acceptable and timely manner; deployment and execution of growth strategies, including our Services and Support, Pre-owned and Defense businesses; and mitigation of international trade disputes and protection measures (including tariffs) or changes to existing trade agreements. For additional information about these and other assumptions underlying the forward-looking statements made in this Circular, refer to the Forward-looking statements — Assumptions section in the management's discussion and analysis of the Corporation's financial report for the fiscal year ended December 31, 2024, which may be viewed on SEDAR+ at www.sedarplus.ca ("2024 MD&A"). Given the impact of the changing circumstances surrounding new or continuing global health, geopolitical and military events, and new or threatened international protectionist trade policies or measures, as well as the related response from the Corporation, governments (federal, provincial and municipal, both domestic, foreign and multinational inter-governmental organizations), regulatory authorities, businesses, suppliers, customers, counterparties and third-party service providers, there is an inherently higher degree of uncertainty associated with the Corporation's assumptions.

Certain factors that could cause actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to: operational risks (such as risks related to business development and growth; order backlog; deployment and execution of our strategy, including cost reductions and working capital improvements and manufacturing and productivity enhancement initiatives; developing new products and services, including technological innovation and disruption; the certification of products and services; pressures on cash flows and capital expenditures, including due to seasonality and cyclicality; doing business with partners; product performance warranty and casualty claim losses; environmental, health and safety concerns and regulations; dependence on a limited number of contracts, customers and suppliers; supply chain risks; human resources risks including the departure of senior executives, the global availability of a skilled workforce, and the failure to attract and retain quality employees; reliance on information systems (including technology vulnerabilities, cybersecurity

threats and privacy breaches); reliance on and protection of intellectual property rights; reputation risks; scrutiny and perception gaps sustainability and corporate social responsibility matters; adequacy of insurance coverage; acquisitions; risk management; and tax matters); financing risks (such as risks related to liquidity and access to capital markets; substantial debt and interest payment requirements, including execution of debt management and interest cost reduction strategies; restrictive and financial debt covenants; retirement benefit plan risk; exposure to credit risk; and availability of government support); risks related to regulatory and legal proceedings, as well as changes in laws and regulations; risks associated with general economic conditions and disruptions, both regionally and globally, that may impact our sales and operations; business environment risks (such as risks associated with the financial condition of business aircraft customers; trade policy; increased competition; political instability and geopolitical tensions; financial and economic sanctions and trade control limitations; global climate change; and force majeure events); market risks (such as foreign currency fluctuations and changing interest rates, including our ability to hedge exposures thereto; increases in commodity prices; and inflation); and other unforeseen adverse events. For more details, see the Risks and uncertainties section in Other in the 2024 MD&A. Any one or more of the foregoing factors may be exacerbated by new or continuing global health, geopolitical or military events, or new or exacerbated international trade disputes or renegotiation of existing trade arrangements, which may have a significantly more severe impact on the Corporation's business, results of operations and financial condition than in the absence of such events.

Readers are cautioned that the foregoing list of factors that may affect future growth, results and performance is not exhaustive and undue reliance should not be placed on forward-looking statements. Other risks and uncertainties not presently known to us or that we presently believe are not material could also cause actual results or events to differ materially from those expressed or implied in our forward-looking statements. The forward-looking statements set forth herein reflect management's expectations as at the date of this Circular and are subject to change after such date. Unless otherwise required by applicable securities laws, we expressly disclaim any intention, and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this Circular are expressly qualified by this cautionary statement.

Section 1: General information

This Management Proxy Circular ("Circular") is provided in relation to the solicitation of proxies by the management of Bombardier Inc. ("Bombardier" or the "Corporation" or "our" or "we") for use at the annual meeting of holders of Class A shares (multiple voting) ("Class A shares") and Class B shares (subordinate voting) ("Class B subordinate voting shares" and together with the Class A shares, the "Voting Shares") of the Corporation which will be held virtually, via live webcast, on May 1, 2025, and at any adjournment thereof (the "Meeting"). The record date for determination of shareholders entitled to receive notice and to vote at the Meeting is March 3, 2025 (the "Record Date"). Unless otherwise indicated, the information provided in this Circular that relates to financial information is provided as at December 31, 2024, all other information is provided as at March 7, 2025, and all currency amounts are shown in U.S. dollars.

We encourage you to read this Circular and our consolidated financial statements for the fiscal year ended December 31, 2024 and related management's discussion and analysis (the "2024 Financial Report", and together with the Circular, the "Meeting Materials"), to learn more about Bombardier. We believe that by getting to know us, you will appreciate the strength of our commitment to our shareholders and stakeholders.

Attending the virtual meeting

We are providing facilities to allow our shareholders to participate in a virtual meeting format whereby registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder and registered with our transfer agent, Computershare Investor Services Inc. ("Computershare")) may attend, participate in and vote at the Meeting via live webcast. To attend the Meeting, registered and non-registered shareholders will need to login via the link to the live webcast that will be available at bombardier.com/en/agm2025 and follow the instructions set forth in this Circular. The virtual Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plugins. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to attend the Meeting. The Meeting will begin at 10:30 a.m. (Montréal Time) on May 1, 2025. You should allow ample time to check into the Meeting online (it is recommended at least 15 minutes before the Meeting starts). Attending the Meeting virtually enables registered shareholders and duly appointed proxyholders to vote and to submit or ask questions in real time. Please see the heading "How to Vote" in this Section 1 of the Circular for additional instructions. Shareholders and duly appointed proxyholders who participate in the Meeting virtually must be connected to the internet at all times during the Meeting in order to vote when balloting commences, and it is their responsibility to ensure connectivity during the Meeting.

Non-registered beneficial shareholders who have not duly appointed themselves as proxyholders can attend the Meeting as guests. Guests will be able to attend the Meeting by joining the webcast at bombardier.com/en/agm2025, but will not be able to submit or ask questions nor vote their shares (if any).

Asking questions at the meeting

Questions for the Meeting may be submitted either before the meeting through investorvote.com (refer to your control number as shown on your proxy form, as applicable) or during the meeting by shareholders participating via the live webcast. Only registered shareholders may submit questions before the Meeting , but registered shareholders and duly appointed proxyholders may submit or ask questions during the Meeting. There are two ways to ask questions during the Meeting: questions may be submitted in writing by using the relevant dialog box in the tab "Messaging"; or questions may also be asked verbally over the telephone. To ask a question verbally, the registered shareholder or duly appointed proxyholder will need to submit a telephone number by using the relevant dialog box in the tab "Messaging" in order to be connected to the Meeting. Your telephone number will not be shared with the other Meeting attendees. The Chair of the Meeting and other members of management present will answer questions relating to matters to be voted on before a vote is held on each matter, if applicable. General questions will be addressed towards the end of the Meeting during a question and answer period. So that as many questions as possible are answered, shareholders and proxyholders are asked to be brief and concise and to address only one topic per question. Questions from multiple shareholders on the same topic or that are otherwise related may be grouped, summarized and answered together.

All shareholder questions are welcome. However, the Chair does not intend to address questions that:

• are irrelevant to the business of the Meeting or to the Corporation's operations;
• are related to non-public information about the Corporation;
• are repetitious or have already been asked by other shareholders;
• constitute derogatory references to individuals or that are otherwise offensive to third parties;
• are related to personal grievances;
• are in furtherance of a shareholder's personal or business interest; or
• are out of order or not otherwise appropriate as determined by the Chair or Secretary of the Meeting in their reasonable judgment.

The Chair of the Meeting has broad authority to conduct the Meeting in an orderly manner. To ensure the Meeting is conducted in a manner that is fair to all shareholders, the Chair may exercise broad discretion with respect to, for example, the order in which questions are asked and the amount of time devoted to any question. Any questions pertinent to the Meeting that cannot be answered during the Meeting due to time constraints will be answered and posted on our website at bombardier.com/en/agm2025. Any posted questions may be summarized or grouped together. The questions and answers will be available as soon as practical after the Meeting and will remain available until one week after posting.

Notice and access

As permitted by Canadian securities regulators, we are using notice-and-access to deliver the Meeting Materials, including this Circular, to both our registered and non-registered shareholders. This means that the Circular is being posted online for shareholders to access, rather than being mailed out. Notice-and-access gives shareholders more choice, substantially reduces the Corporation's printing and mailing costs, and is more environmentally friendly as it reduces materials and energy consumption. Shareholders will still receive a proxy form or a voting instruction form in the mail (unless shareholders have chosen to receive proxy materials electronically) so they can vote their shares but, instead of automatically receiving a paper copy of this Circular, shareholders will receive a notice with information about how they can access the Circular electronically and how to request a paper copy. This Circular is available on the Corporation's website at bombardier.com/en/agm2025 or on SEDAR+ at www.sedarplus.ca. Shareholders may request a paper copy of this Circular at no cost, up to one year from the date this Circular was filed on SEDAR+. To ensure you receive the materials in advance of the voting deadline and Meeting date, all requests for a paper copy must be received no later than April 17, 2025. If you do request the paper copies of the Circular or the 2024 Financial Report, please note that another proxy form or voting instruction form will not be sent; so please retain your current one for voting purposes. Request for Meeting Materials may be made by calling 1 866 964 0492 (Canada and the United States) or +1 514 982 8714 (other countries).

If you have any questions, registered shareholders may call Computershare at 1 800 564 6253 (Canada and the United States) or 1 514 982 7555 (other countries) or by e-mail at service@computershare.com, and non-registered shareholders may call Broadridge Investor Communication Corporation: Toll Free Number: 844 916 0609 (English) or Toll Free Number: 844 973 0593 (French).

To obtain a paper copy of the Meeting Materials after the Meeting, please contact Bombardier's Investor Relations department by sending an e-mail to: investors@bombardier.com, by visiting the Investors section on the Corporation's website at bombardier.com/en/investors or as follows:

Investor Relations Bombardier Inc. 400 Cote-Vertu Road West Montreal, Quebec, Canada H4S 1Y9 Tel.: +1 514 240 9649

Proxies

WHO IS SOLICITING MY PROXY?

Management of Bombardier is soliciting your proxy for use at the Meeting. In addition to solicitation by mail, directors, members of management and employees or agents of the Corporation may solicit proxies by telephone, over the internet, in writing or in person. The Corporation may, in its sole discretion, engage a proxy solicitation agent of its choosing. If applicable, the entire cost of the solicitation will be borne by the Corporation.

The Management of the Corporation strongly urges you to sign and return the proxy form or the voting instruction form that you have received in order to ensure that your votes are exercised and accounted for at the Meeting.

APPOINTMENT OF A PROXYHOLDER

Every shareholder has the right to appoint themself or any person to act on their behalf at the Meeting, other than the Corporation's designated proxies, Mr. Pierre Beaudoin or Mr. Éric Martel, respectively Chair of the Board of Directors and President and Chief Executive Officer of Bombardier. To exercise this right, a shareholder should insert a proxyholder's name in the space provided on the proxy form or the voting information form (as applicable), and make sure they follow all the instructions set out herein below. The person you appoint does not need to be a shareholder of the Corporation.

Register your proxyholder: To register yourself or a third-party proxyholder, shareholders must visit www.computershare.com/Bombardier by 4:00 p.m. (Eastern time) before April 29, 2025 or, if the meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the adjourned or postponed meeting, and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a control code via email. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy form or voting instruction form. Failure to register your proxyholder will result in the proxyholder not receiving a control code that is required to vote at the Meeting. Without a control code, proxyholders will not be able to vote at the Meeting or submit or ask questions at the meeting, but will be able to participate as a guest.

WHAT IF I WANT TO REVOKE MY PROXY OR VOTING INSTRUCTION?

If you are a registered shareholder, you may revoke your proxy by completing a proxy bearing a later date and delivering it to Computershare or by stating clearly, in writing, that you wish to revoke your proxy and by delivering this written statement to Computershare, and which must be received by Computershare no later than the last business day before the day of the Meeting or any adjournment thereof.

If you are a non-registered shareholder, you should contact your intermediary to find out whether it is possible to change your voting instructions and what procedure to follow. Intermediaries may set deadlines for the receipt of revocation notices that are further in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the voting instruction form to ensure it is given effect at the Meeting.

In addition, if you have followed the process for registered shareholders or non-registered shareholders, as applicable, for attending and voting virtually at the Meeting, voting at the Meeting will revoke any previously submitted proxy or voting instruction.

HOW WILL MY SHARES BE VOTED?

You have the choice to vote FOR, AGAINST or WITHHOLD, depending upon the item to be voted upon. Your proxyholder will follow your voting instructions indicated in your proxy form or voting instruction form. Unless you appoint someone else, Pierre Beaudoin or Éric Martel, respectively Chair of the Board of Directors and President and Chief Executive Officer, as well as directors of Bombardier (or Computershare Trust Company of Canada in the case of shares held under the Corporation's Employee Share Purchase Plan) (the "Named Proxyholder") will vote your shares for you at the Meeting according to your instructions. If you have not specified on the proxy form or voting instruction form how you want your shares to be voted on a particular matter, or if more than one choice is indicated, the shares represented by your proxy form or the voting instruction form will be voted as follows:

FOR the appointment of Ernst & Young LLP, chartered professional accountants, as the independent auditors of the Corporation and FOR the fixing of their remuneration by the directors of the Corporation;

FOR the election of all the nominees proposed as directors in the Circular;

FOR the adoption of a non-binding advisory resolution on the Corporation's approach to executive compensation; and

AGAINST the shareholder proposals set out in Appendix "B".

The proxy form or voting instruction form that you have received gives authority to your proxyholder to use their discretion in voting on amendments to matters identified in the notice and on any other items that may properly come before the Meeting or any adjournment thereof.

HOW WILL THESE MATTERS BE DECIDED AT THE MEETING?

A simple majority of the votes cast FOR a matter, by proxy or at the Meeting online, will constitute approval of each such matter specified in this Circular.

HOW TO VOTE

Only persons shown on the register of shareholders at the close of business on the Record Date of March 3, 2025 and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholders), will be entitled to vote at the Meeting. The register of holders of Class A shares and Class B subordinate voting shares are kept by Bombardier's transfer agent, Computershare.

REGISTERED SHAREHOLDERS

You are a registered shareholder if your name appears on your share certificate. Receiving a proxy form tells you that you are a registered shareholder. If you are a registered shareholder, you will receive a proxy form containing the relevant details

concerning the business of the Meeting, including a control code that must be used in order to vote by proxy in advance of the Meeting or to join the live webcast the day of the Meeting to attend, submit or ask questions and vote at the Meeting, as applicable.

NON-REGISTERED SHAREHOLDERS

Non-registered shareholders or "beneficial owners" are holders whose shares are held on their behalf through an intermediary or "nominee" such as a bank, a trust company, a securities dealer or broker or other financial institution. Receiving a voting instruction form tells you that you are a non-registered shareholder. Most Bombardier shareholders hold their shares in this way. Non-registered shareholders must obtain voting instructions from their nominees on how to complete their voting instructions if they wish to vote their shares themselves at the Meeting. Non-registered shareholders will have received from their nominees a package of information with respect to the Meeting, including the voting instruction form. Each nominee has its own signature and return instructions. It is important that non-registered shareholders comply with these instructions if they want the voting rights attached to their shares to be exercised.

Non-registered shareholders who have not duly appointed themselves as proxyholder will not be entitled to vote at the Meeting during the live webcast, or submit or ask questions. If you are a non-registered shareholder and have not appointed yourself as a proxyholder, you will be able to attend the Meeting as a guest, but will not be able to vote your shares or submit or ask questions at the Meeting. To appoint yourself as proxyholder, you must follow the instructions set out under the heading "Appointment of a Proxyholder" in this Section 1 of the Circular.

VOTING IN ADVANCE OF THE MEETING

Shareholders are strongly encouraged to vote in advance of the Meeting whether or not they are able to attend the Meeting (or any adjournment thereof) via the live webcast. Below are the different ways in which registered and non-registered shareholders can give voting instructions, details of which are found on the proxy form or voting instruction form provided, as applicable.

Option 1 – vote by proxy in advance of Meeting

REGISTERED SHAREHOLDERS

Online	Go to www.investorvote.com and follow the instructions.
Telephone	Call 1 866 732 VOTE (8683) (Canada and the United States) or +1 312 588 4290 (other countries) and follow the instructions. If you use this method you can only appoint, as your proxyholder, the executive officers of the Corporation named on your proxy form.
Fax	Return your completed proxy form by fax at 1 866 249 7775 (Canada and the United States) and at +1 416 263 9524 (other countries).
Mail	Return your completed proxy form in the postage pre-paid return envelope provided.

NON-REGISTERED SHAREHOLDERS

Online Go to www.ProxyVote.com and follow the instructions. Telephone Call 1 800 474 7493 (English) or 1 800 474 7501 (French) and follow the instructions. If you use this method you can only appoint, as your proxyholder, the executive officers of the Corporation named on your voting instruction form.

Mail Return your completed voting instruction form in the postage pre-paid return envelope provided.

SHAREHOLDERS (EMPLOYEES) UNDER THE EMPLOYEE SHARE PURCHASE PLAN ("ESPP")

If you are an employee of Bombardier and you own shares under the ESPP, your shares are registered in the name of Computershare Trust Company of Canada, the administrator of the ESPP, until such time as the shares are withdrawn from the ESPP pursuant to its terms and conditions.

Internet	Go to www.investorvote.com and follow the instructions.
Telephone	Call 1 866 732 VOTE (8683) (Canada and the United States) or +1 312 588 4290 (other countries) and follow the instructions. If you use this method you can only appoint, as your proxyholder, the executive officers of the Corporation named on your voting instruction form.
Fax	Return your completed voting instruction form by fax at 1 866 249 7775 (Canada and the United States) and at +1 416 263 9524 (other countries).
Mail	Return your completed voting instruction form in the postage pre-paid return envelope provided.

Computershare must have received your voting instruction form or you must have voted by internet or telephone no later than 4:00 p.m. (Montréal time) on April 29, 2025. See "Appointment of a Proxyholder" in this Section 1 of the Circular for the complete procedure to follow to appoint another person to act as your proxyholder.

Option 2 - Vote Virtually at the Meeting

REGISTERED SHAREHOLDERS - If you are a registered shareholder, you will be able to attend, participate, submit or ask questions and vote live at the Meeting by following the instructions below:

• 1. Log in at bombardier.com/en/agm2025 at least 15 minutes before the Meeting starts
• 1. Click "I have a control number"
• 1. Enter your control number located on your proxy form
• 1. Enter the password: bombardier2025 (case sensitive)
• 1. Follow the instructions to access the Meeting, and vote when prompted

NON-REGISTERED SHAREHOLDERS, including Employees holding shares under the ESPP

If you are a non-registered shareholder, you can vote your shares at the Meeting if you have instructed your nominee to appoint you as a proxyholder by submitting your voting instruction form identifying yourself as a proxyholder. Appoint yourself as proxyholder by following the complete procedure set out under the heading "Appointment of a Proxyholder" in this Section 1 of the Circular. Once you have appointed yourself and have received the proxyholder control code, you will be able to attend, participate, submit or ask questions and vote live at the Meeting by logging in online and following the instructions below:

• 1. Log in at bombardier.com/en/agm2025 at least 15 minutes before the Meeting starts
• 1. Click on "I have a control number"
• 1. Enter your control code
• 1. Enter the password: bombardier2025 (case sensitive)
• 1. Follow the instructions to access the Meeting, and vote when prompted

If you are a non-registered shareholder and you have not instructed your nominee to appoint you as proxyholder, you will not be able to vote at the Meeting, or submit or ask questions, but will be able to attend as a guest.

You have to be connected to the internet at all times in order to be able to vote when solicited – it is your responsibility to make sure you stay connected for the entire Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.

GUESTS—Guests will be able to attend the Meeting, but will not be able to submit or ask questions, vote their shares (if any) or otherwise participate in the Meeting.

• 1. Log in at bombardier.com/en/agm2025 at least 15 minutes before the Meeting starts
• 1. Click "Guest"
• 1. Complete the online form

IS MY VOTE CONFIDENTIAL?

Computershare preserves the confidentiality of individual shareholder votes, except (i) where a shareholder clearly intends to communicate their individual position to management of the Corporation, and (ii) as necessary in order to comply with legal requirements.

CHANGING YOUR VOTE

If you are a registered shareholder and you change your mind about how you voted before the Meeting, you may provide a new voting instruction at Service@computershare.com, or submit a new proxy form to Computershare at any time before 4:00 p.m, Eastern Time on April 29, 2025. A proxy may also be revoked by delivering a written notice to the registered office of the Corporation at 400 Côte-Vertu Road West Dorval, Québec, Canada H4S 1Y9 or by email at:

corporatelegalaffairs@bombardier.com, Attention: Corporate Secretary, which must be received prior to or no later than 4:00 p.m. (Montréal time) on April 30, 2025, the last business day preceding the date of the Meeting, or any adjournment thereof. A registered shareholder may also access the Meeting via the live webcast to vote at the Meeting, which will revoke any previously submitted proxy. If you do not wish to revoke a previously submitted proxy, you should attend the Meeting as a guest. Guests can listen to the Meeting, but are not able to vote nor submit or ask questions.

If you are a non-registered shareholder and you change your mind about any voting instructions you submitted before the Meeting, contact your broker or other intermediary to inquire about how you should proceed. Please note that your intermediary will need to receive any new instructions sufficiently in advance of the Meeting to act on them.

Voting shares and principal shareholders

The Corporation's authorized share capital consists of (i) an unlimited number of preferred shares issuable in series (the "Preferred Shares"), of which 12,000,000 have been designated as the Series 2 Preferred Shares, 12,000,000 have been designated as the Series 3 Preferred Shares and 9,400,000 have been designated as the Series 4 Preferred Shares, (ii) 143,680,000 Class A shares, and 143,680,000 Class B subordinate voting shares, all without par value. The Class B subordinate voting shares are restricted securities (within the meaning of the relevant Canadian regulations respecting securities) in that they do not carry equal voting rights as compared with the Class A shares. Each Class A share is convertible, at any time, at the option of the holder, into one Class B subordinate voting share. Each Class B subordinate voting share will become convertible into one Class A share in the event that the "Majority Holder" (as defined in the Corporation's Restated Articles of Incorporation), namely the Bombardier family, accepts a purchase "Offer" (as defined, and subject to the conditions stipulated, in the Corporation's Restated Articles of Incorporation) for Class A shares or in the event that the Majority Holder ceases to hold more than 50% of the issued and outstanding Class A shares.

The following summary of the material features of the Corporation's authorized share capital is given subject to the detailed provisions of its Restated Articles of Incorporation.

CLASS A SHARES AND CLASS B SUBORDINATE VOTING SHARES

SUBORDINATION AND VOTING RIGHTS

The Class A shares and the Class B subordinate voting shares rank after the Preferred Shares with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation. At each meeting of the shareholders of the Corporation, except those meetings where only the holders of shares of another class or of a particular series are entitled to vote, each Class A share entitles the holder thereof to ten votes and each Class B subordinate voting share entitles the holder thereof to one vote.

Why a dual-class share structure?

Although there are differences in the voting rights between the Class A shares and Class B subordinates voting shares, we believe our corporate governance practices adequately protects and promotes the rights and interests of all shareholders. Shareholders, employees and other stakeholders are familiar with the Corporation's dual-class share structure. We believe that such a structure promotes long-term majority ownership and has a significant positive impact on the Corporation's long-term returns, by allowing management and the Board of Directors to focus on long-term strategy and value creation, and to make decisions without having to satisfy short-term financial expectations that can be detrimental and lead to disproportionate risktaking in relation to the expected benefits to all shareholders.

DIVIDENDS AND LIQUIDATION

The holders of Class B subordinate voting shares are entitled to receive, in each fiscal year, if declared by the Board of Directors of the Corporation, in priority to the holders of Class A shares, a non-cumulative dividend at the rate of Cdn \$0.0390625 per share per annum. After payment or setting aside for payment of said dividend, the holders of Class A shares and the holders of Class B subordinate voting shares are equally entitled, share for share, to any additional dividend which may be declared by the Board of Directors of the Corporation in such fiscal year with respect to the Class A shares and Class B subordinate voting shares.

In the event of the liquidation or winding-up of the Corporation or of any other distribution of its assets among its shareholders for the purpose of winding up its affairs, the holders of Class A shares and the holders of Class B subordinate voting shares will be entitled, share for share, to receive on a pro rata basis all of the assets of the Corporation remaining after payment of all of its liabilities, subject to the preferential rights attached to any shares ranking prior to the Class A shares and Class B subordinate voting shares.

SUBDIVISION OR CONSOLIDATION

In the event of the subdivision or consolidation of the Class A shares or the Class B subordinate voting shares, the Class A shares or the Class B subordinate voting shares, as the case may be, shall be subdivided or consolidated at the same time and in the same manner.

CONVERSION PRIVILEGE

Each Class A share is convertible at any time by the holder thereof into one fully paid and non-assessable Class B subordinate voting share. Each Class B subordinate voting share is convertible by the holder thereof into one fully paid and non-assessable Class A share at any time upon and after the occurrence of either one of the following events: (i) if an Offer (as defined in the Restated Articles of Incorporation of the Corporation) is made to all holders of Class A shares to acquire Class A shares and such Offer is accepted by the Majority Holder, namely the Bombardier family; or (ii) if the Bombardier family ceases to hold, directly or indirectly, more than 50% of the outstanding Class A shares.

Except for the rights, privileges, restrictions and conditions attached to the Class A shares and Class B subordinate voting shares as described above, the Class A shares and the Class B subordinate voting shares have the rights, are equal in all respects and are treated by the Corporation as if they were shares of one class only.

PRINCIPAL HOLDERS OF THE CLASS A SHARES AND CLASS B SUBORDINATE VOTING SHARES

As at the Record Date, there were 12,349,278 Class A shares and 87,668,701 Class B subordinate voting shares of the Corporation issued and outstanding, and the voting rights associated with the Class B subordinate voting shares represented approximately 41.52% of the voting rights attached to all of the issued and outstanding voting shares of the Corporation.

To the knowledge of the directors and executive officers of the Corporation, and according to the public information available, the only persons who, as at the Record Date, beneficially own or exercise control or direction directly or indirectly over shares carrying 10% or more of the voting rights attached to any class of its issued and outstanding voting shares were Janine Bombardier, Claire Bombardier Beaudoin, Huguette Bombardier Fontaine and J.R. André Bombardier (collectively, the "Principal Shareholders"). These four persons beneficially owned or exercised control or direction over, directly or indirectly, 9,977,978 Class A shares and 1,208,449 Class B subordinate voting shares, representing in the aggregate 80.80% of the issued and outstanding Class A shares, 1.38% of the issued and outstanding Class B subordinate voting shares of the Corporation and 47.83% of all the voting rights attached to all of its issued and outstanding voting shares, as shown in the table below:

	Class A shares		Class B shares
NAME	Number	% of Class	Number	% of Class
Janine Bombardier	2,478,936	20.07%	284,404	0.32%
Claire Bombardier Beaudoin	2,454,936(1)	19.88%	347,805(2)	0.40%
Huguette Bombardier Fontaine	2,428,070	19.66%	282,805	0.32%
J. R. André Bombardier	2,616,036	21.18%	293,435	0.33%

(1) Includes 20,000 Class A shares over which Claire Bombardier Beaudoin exercises control jointly with her husband, Laurent Beaudoin, through Beaudier Inc., a portfolio holding company of the Beaudoin family which is controlled by Laurent Beaudoin and Claire Bombardier Beaudoin, through holding companies which they control.

(2) Claire Bombardier Beaudoin exercises control over these shares jointly with her husband, Laurent Beaudoin, through Beaudier Inc., a portfolio holding company of the Beaudoin family which is controlled by Laurent Beaudoin and Claire Bombardier Beaudoin, through holding companies which they control.

In addition, as at the Record Date, members of the immediate family of the Principal Shareholders beneficially own, or exercise control or direction over, directly or indirectly, 496,523 additional Class A shares and 233,599 additional Class B subordinate voting shares, representing 4.02% of all the Class A shares issued and outstanding, 0.27% of all the Class B shares issued and outstanding, and 2.46% of all the voting rights attached to all the shares of the Corporation.

Moreover, an agreement between certain shareholders of Bombardier Inc. (the "Bombardier Family Agreement") binds the Principal Shareholders, certain holding companies that they control, the children of the Principal Shareholders and certain holding companies that they control, as well as Laurent Beaudoin and Jean-Louis Fontaine and certain holding companies that they control.

Pursuant to the Bombardier Family Agreement, each family group of the Principal Shareholders is represented by a representative. Only representatives are authorized to bind their respective family group for the purposes of the Bombardier Family Agreement and to make decisions, after consulting amongst themselves, as regards exercising the voting rights attached to certain shares of their respective family that are subject to the Bombardier Family Agreement. The Bombardier Family Agreement provides that all family groups systematically vote the same way.

As at the date hereof, the representatives are:

Groups	Representatives
Janine Bombardier group	Joanne Bissonnette
Claire Bombardier Beaudoin group	Pierre Beaudoin
Huguette Bombardier Fontaine group	Sylvie Fontaine
J. R. André Bombardier group	Charles Bombardier

Although only representatives have the power to vote shares that are subject to the Bombardier Family Agreement, the Principal Shareholders alone have the power to make investment decisions in respect of the subjected shares and therefore share control thereover with the representatives.

In addition, each party to the Bombardier Family Agreement has undertaken to vote all Bombardier shares that they hold and control, directly or indirectly, in accordance with the instructions of the representatives regarding the shares that they control.

Section 2: Business of the Meeting

Receipt of financial statements

Our consolidated financial statements for the fiscal year ended December 31, 2024 and the auditors' report thereon are included in our 2024 Financial Report and will be tabled at the Meeting. The 2024 Financial Report was mailed to shareholders who requested a copy. Copies of the 2024 Financial Report may be obtained from the Corporation upon request and are available online at bombardier.com/en/agm2025 and on SEDAR+ at www.sedarplus.ca.

Appointment of the independent auditors

The Board of Directors, upon the recommendation of the Audit Committee, proposes that Ernst & Young be appointed as Bombardier's independent auditor until the next annual meeting of shareholders and that the directors of Bombardier be authorized to fix their remuneration.

If you have not specified how you want your Voting Shares to be voted and if you have authorized the Named Proxyholder as your proxyholder, the Named Proxyholder will vote FOR the appointment of Ernst & Young LLP, chartered professional accountants, and FOR authorizing the directors of Bombardier to fix their remuneration.

Election of the directors of Bombardier

Bombardier's Restated Articles of Incorporation provide that its Board of Directors shall consist of not less than 5 and not more than 20 directors. Its directors are elected annually, and it is proposed that 13 directors be elected at the Meeting.

The Board of Directors, upon the recommendation of the Corporate Governance and Nominating Committee (the "CGNC"), recommends the following individuals for election as directors of the Corporation to serve until the end of the Corporation's next annual meeting of shareholders. With the exception of Bettina Fetzer who was appointed a director of Bombardier effective January 1, 2025, in accordance with the Canada Business Corporations Act and the Corporation's Restated Articles of Incorporation, and J. Allen Smith who is a newly recommended nominee for the Meeting this year, the nominees were elected at the Corporation's 2024 annual meeting of shareholders, and each has expressed their willingness to serve for another term. Elected directors will hold office until the close of the next annual meeting of shareholders or until a successor is elected or appointed.

Assuming all 13 nominees are elected at the Meeting, the Board of Directors will comprise the following:

Board Diversity

The proposed directors are qualified and bring to the Board of Directors a strong combination of diverse skills, experience and expertise, all of which are essential to ensure effective supervision of the management of Bombardier's business and affairs on behalf of the shareholders. The 13 nominees proposed by the Board of Directors, on the recommendation of the CGNC, for election as a director are set out in the biographical charts below, and includes for each nominee: name; principal occupation; place of residence; age; whether the Board of Directors has determined that they are independent of the Corporation; if applicable, role on any of the Audit Committee, CGNC or Human Resources and Compensation Committee ("HRCC"); if applicable, votes in favour of their election at the 2024 annual meeting of shareholders; key skills they bring to the Board of Directors (please also see the Skills Matrix in Section 4 of this Circular for additional information about the skills and competencies of the nominees); current and past directorships of other public companies, including board of director committees thereof; the number of Class A shares, Class B subordinate voting shares, Directors Deferred Stock Units ("DDSUs") and Deferred Share Units ("DSUs") of the Corporation held (please also refer to Section 3 of this Circular for additional information about securities of the Corporation held by directors for the financial years ended December 31, 2024 and 2023); and a narrative biography of education and relevant experience.

If you have not specified how you want your Voting Shares to be voted and if you have authorized the Named Proxyholder as your proxyholder, the Named Proxyholder will vote FOR the election of each of the 13 nominees.

Pierre Beaudoin(A) (B) (C)

Chair of the Board of Directors Québec, Canada Age: 62 Director since 2004 Not independent Votes in favour at previous annual meeting: 97.46% Key skills: Senior leadership

Industry experience Operations / Manufacturing International experience Governmental affairs

Reporting Issuer Board Memberships During the Last Five Years		Current Board/ Committee Memberships
Power Corporation of Canada (since 2005)		Member of the Related Party and Conduct Review Committee
BRP Inc. (since 2019) Securities and Share Units Held		Member of the Human Resources and Compensation Committee and of the Nominating, Governance and Social Responsibility Committee
	Class A shares	Class B subordinate voting shares	DSUs
December 31, 2024	20,514	38,109	34,915
December 31, 2023	20,514	38,109	34,915
Change	—	—	—

Pierre Beaudoin joined the Marine Products division of Bombardier in 1985. In October 1990, he was appointed Vice President, Product Development of the Sea-Doo/Ski-Doo division. In 1992, he was appointed Executive Vice President of the Sea-Doo/Ski-Doo division of Bombardier of which he became its President in January 1994. In April 1996, he was promoted to President and Chief Operating Officer of Bombardier Recreational Products. In February 2001, he was appointed President of Bombardier Aerospace, Business Aircraft and he became President and Chief Operating Officer of Bombardier Aerospace in October of the same year. On December 13, 2004, in addition to his duties as President and Chief Operating Officer of Bombardier Aerospace, he was appointed Executive Vice President of Bombardier and he also then became a member of the Board of Directors of Bombardier. On June 4, 2008, he was appointed President and Chief Executive Officer of Bombardier. He became Executive Chairman of the Board of Directors in February 2015 and Chair of the Board of Directors in July 2017. He is also a member of the Board of Directors of Power Corporation of Canada and of BRP Inc.

Joanne Bissonnette(D) (E)

Corporate Director Québec, Canada Age: 63 Director since 2012 Not independent Votes in favour at previous annual meeting: 98.68% Key skills:

Industry experience Brand experience Governance

Charles Bombardier, PhD(F) (G)

President, CB Ventures Inc. Québec, Canada Age: 51 Director since: 2019 Not independent Votes in favour at previous annual meeting: 98.68% Key skills: Industry experience

International experience Governance Corporate social responsibility Reporting Issuer Board Memberships During the Last Five Years

Current Board/ Committee Memberships

N/A	N/A
Securities and Share Units Held
	Class A shares	Class B subordinate voting shares	DDSUs(I)
December 31, 2024	—	232	29,156
December 31, 2023	—	232	27,555
Change	—	—	1,601

Joanne Bissonnette is a graduate of the Directors Education Program which was jointly developed by the Institute of Corporate Directors and the University of Toronto's Rotman School of Management. She obtained a Bachelor of International Commerce from the University of Ottawa in 1987. From 1987 until 1989 she was Liaison Officer and then Communications Officer at the Canadian Department of External Affairs and held positions in the Human Resources and Public Relations departments at Bombardier Aerospace between 1989 and 1994. She is a Corporate Director for various private entities.

Reporting Issuer Board Memberships During the Last Five Years		Current Board/ Committee Memberships
BRP Inc. (since 2020)		Member of the Investment and Risk Committee
		Securities and Share Units Held
	Class A shares	Class B subordinate voting shares	DDSUs(I)
December 31, 2024	—	—	25,005
December 31, 2023	—	—	23,404
Change	—	—	1,601

Charles Bombardier is a Canadian innovator and venture capital investor with a distinguished career in engineering and innovation. He began his career in 1989 in Bombardier's Recreational Products division (now BRP Inc.), where he played a key role in developing special product concepts. In 2006, he founded CB Ventures, a seed capital firm dedicated to funding tech startups and creating new product prototypes, a firm he continues to lead. From 2013 to 2017, Mr. Bombardier was a special contributor to the Globe and Mail in Toronto. From 2017 to 2019, the International Civil Aviation Organization (ICAO) retained his services as a senior consultant. In 2011, he completed a certificate in governance from Laval University. In 2015, he earned a master's degree in Innovation Management from the École de technologie supérieure (ÉTS). In 2024, he completed his Ph.D. in Mechanical Engineering at the University of Sherbrooke. Since 2020, he has been a member of the Board of Directors of BRP Inc., where he currently serves on the Investment and Risk Committee.

Rose Damen

Reporting Issuer Board Memberships During the Last Five Years

Current Board/ Committee Memberships

N/A N/A

Securities and Share Units Held
	Class A shares	Class B subordinate voting shares	DDSUs(I)
December 31, 2024	—	—	6,227
December 31, 2023	—	—	3,023
Change	—	—	3,204

Rose Damen is the Managing Director of Damen Yachting, the Dutch superyacht builder behind the iconic Amels brand. Prior to joining Damen Yachting, she spent five years in fund management at Intrinsic Value Investors (IVI), a London-based institutional investor.

Ms. Damen holds a bachelor's degree in Business Administration from Erasmus University in the Netherlands, has passed all three CFA exams and has an MBA from INSEAD. She is a Young Global Leader of the World Economic Forum and serves on a

number of non-profit boards, including those focused on the arts.

Managing Director, Damen Yachting South Holland, Netherlands Age: 40 Director since: 2023 Independent

Member of the Audit Committee

Votes in favour at previous annual meeting: 99.53%

Key skills:

Senior leadership Operations / Manufacturing Brand experience International experience Financial literacy

Bettina Fetzer

Vice President Digital & Communications, Mercedes-Benz AG Baden-Württemberg, Germany Age: 44 Director since: 2025 Independent Member of the Audit Committee Votes in favour at previous annual meeting: N/A Key skills: Senior leadership

Brand experience International experience Financial literacy Capital markets / IR

Reporting Issuer Board Memberships During the Last Five Years		Current Board/ Committee Memberships
Moncler SpA	Member of the Board of Directors
	Securities and Share Units Held
	Class A shares	Class B subordinate voting shares	DDSUs(I)
December 31, 2024	—	—	N/A
December 31, 2023	—	—	N/A
Change	—	—	N/A

Bettina Fetzer is Vice President Digital & Communications at Mercedes-Benz AG. She joined the company in 2004, and after working in various positions within Daimler AG and its subsidiaries, she became Head of Global Communications Mercedes-Benz in 2015. Thereafter, she was appointed youngest Vice President at Mercedes-Benz in 2018 and became the first female Chief Marketing Officer of the company. Ms. Fetzer has served as a Director of Laureus World Sports Awards Ltd. and as member of the Board of Advisors of Mercedes-Benz Museum. Ms. Fetzer holds a Diploma in European Business Studies from Hochschule Landshut, Germany and a Master's in Business Management from the Lord Ashcroft International Business School, Cambridge, U.K. She is also a member of the Board of Directors of Moncler SpA.

Bombardier 2025 Management Proxy Circular Section 2 14

Diane Fontaine(H)

Senior Portfolio Manager and Investment Advisor RBC Dominion Securities Inc.

Québec, Canada

Age: 61

Director since 2019

Not independent

Votes in favour at previous annual meeting: 98.72%

Key skills:

Brand experience Financial literacy Governance Capital markets/IR

Diane Giard

Corporate Director Québec, Canada Age: 64 Director since 2017 Independent Member of: Audit Committee (Chair) CGNC Votes in favour at previous annual meeting: 99.02%

Key skills:

Senior leadership Financial literacy Governance Capital markets / IR Risk management

Reporting Issuer Board Memberships During the Last Five Years

Current Board/ Committee Memberships

N/A		N/A
		Securities and Share Units Held
	Class A shares	Class B subordinate voting shares	DDSUs(I)
December 31, 2024	—	—	27,694
December 31, 2023	—	—	24,490
Change	—	—	3,204

Diane Fontaine holds a Bachelor of Business Administration degree from the University of Sherbrooke. She began her career as an investment advisor with McNeil Mantha Inc. in 1987. In 2000, she was awarded the title of Fellow of the Canadian Securities Institute. In addition, Ms. Fontaine has held positions of increasing responsibility, including Senior Portfolio Manager and Investment Advisor at RBC Dominion Securities Inc. Ms. Fontaine is a graduate of the Directors Education Program, developed jointly by the Institute of Corporate Directors and the Rotman School of Management of the University of Toronto. Finally, she devotes part of her time to the J.-A. Bombardier Foundation, where she serves as a member of the Investment Committee.

Reporting Issuer Board Memberships During the Last Five Years		Current Board/ Committee Memberships
TFI International Inc.	Member of the Audit Committee
Securities and Share Units Held
	Class A shares	Class B subordinate voting shares	DDSUs(I)
December 31, 2024	—	—	36,303
December 31, 2023	—	—	32,534
Change	—	—	3,769

Diane Giard was, between March 2017 until her retirement in June 2018, the Executive Vice President – Personal – Commercial Banking and Marketing of National Bank of Canada. She joined National Bank of Canada in 2011 as Executive Vice President – Marketing and less than a year later became responsible for Personal & Commercial Banking. Ms. Giard has more than 30 years' experience in the banking industry, including several years at the Bank of Nova Scotia (Scotiabank), which she joined in 1982 and where she held various executive positions of increasing responsibility including Senior Vice President of Québec & Eastern Ontario Region. Ms. Giard has a bachelor's degree in Economics from Université de Montréal and an MBA from Université du Québec à Montréal. She is also a member of the Board of Directors of TFI International Inc.

Anthony R. Graham

Chair, President and Chief Executive Officer, Sumarria Inc.

Ontario, Canada

Age: 68

Director since: 2019

Independent

Member of:

HRCC (Chair) Audit Committee

Votes in favour at previous annual meeting: 99.42%

Key skills:

Senior leadership International experience Financial literacy HR / Compensation Risk management

Éric Martel

President and Chief Executive Officer Québec, Canada Age:57 Director since: 2020 Not independent Votes in favour at previous annual meeting: 99.41% Key skills:

Senior leadership Industry experience Operations / Manufacturing Brand experience International experience

Reporting Issuer Board Memberships During the Last Five Years

Current Board/ Committee Memberships

Power Corporation of Canada (since 2001) Chair of the Human Resources Committee

and member of the Governance and Nominating Committee

Securities and Share Units Held
	Class A shares	Class B subordinate voting shares	DDSUs(I)
December 31, 2024	—	—	30,146
December 31, 2023	—	—	26,428
Change	—	—	3,718

Anthony R. Graham is Chair, President and Chief Executive Officer of Sumarria Inc., an investment holding company. He is the Chair of the Board of Directors of Graymont Limited. He was formerly a Senior Officer at Wittington Investments, Limited, the principal holding company of the Weston-Loblaw Group, of which he was President from 2000 to 2014 and Vice Chairman from 2014 to 2019. Prior to joining Wittington Investments, Limited, he held senior positions in Canada and the United Kingdom with National Bank Financial Inc. (formerly Lévesque Beaubien Geoffrion Inc.), a Montréal-based investment dealer. Mr. Graham serves on the Board of Directors of Power Corporation of Canada as well as a number of private companies.

	Reporting Issuer Board Memberships Current Board/ During the Last Five Years Committee Memberships
N/A		N/A
Securities and Share Units Held
	Class A shares	Class B subordinate voting shares	DDSUs(I)
December 31, 2024	—	198,139	—
December 31, 2023	—	137,367	—
Change	—	—	—

Éric Martel has been President and Chief Executive Officer of Bombardier since April 6, 2020. Prior to his appointment, he was President and Chief Executive Officer of Hydro-Québec since July 2015. From 2002 until 2015, he held positions of increasing responsibility within Bombardier including President of Bombardier Aerospace Services between 2011 and 2013, and President of Bombardier Business Aircraft between January 2014 and May 2015. He holds a bachelor's degree in electrical engineering from Université de Laval and an honorary doctorate from Concordia University.

Douglas R. Oberhelman

Corporate Director Illinois, United States Age: 72 Director since 2017 Independent Lead Director and Member of: CGNC (Chair) HRCC Votes in favour at previous annual meeting: 97.50% Key skills: Senior leadership Operations / Manufacturing Financial literacy

Melinda Rogers-Hixon

Corporate social responsibility

Governance

Vice Chair, Rogers Control Trust Ontario, Canada Age: 54 Director since: 2021 Independent Member of: CGNC HRCC Votes in favour at previous annual meeting: 99.11% Key skills: Senior leadership Brand experience HR / Compensation

Corporate social responsibility Risk management

Reporting Issuer Board Memberships During the Last Five Years

Current Board/ Committee Memberships

N/A	N/A
Securities and Share Units Held
	Class A shares	Class B subordinate voting shares	DDSUs(I)
December 31, 2024	—	4,000	19,955
December 31, 2023	—	4,000	18,354
Change	—	—	1,601

Douglas (Doug) R. Oberhelman was, at the time of his retirement in March 2017, the Chairman of Caterpillar Inc., a global leader in the manufacturing and sales of industrial machinery and equipment, and was a member of Caterpillar's executive office from 2010 until the end of 2016. During his 41 years at Caterpillar, Mr. Oberhelman held various executive positions of increasing responsibility, including Vice President and Chief Financial Officer from 1995 to 2002, and Group President from 2002 to 2010. He serves on the Board of Directors of Peter Kiewit Sons', Inc. He is also Vice President of the Wetlands America Trust and Chairman of the Board of trustees for the Easter Seals Foundation of Central Illinois.

	Reporting Issuer Board Memberships Current Board/ During the Last Five Years Committee Memberships
Rogers Communication Inc. (from 2002 to 2024)		N/A
Securities and Share Units Held
	Class A shares		Class B subordinate voting shares	DDSUs(I)
December 31, 2024	—		—	18,902

December 31, 2023 — — 15,423 Change — — 3,479

Melinda Rogers-Hixon presently holds the position of Vice Chair at the Rogers Control Trust, having previously served as Deputy Chair of Rogers Communications for six years. Her tenure at Rogers, which began in 2000, witnessed her progression through various senior roles within the organization. Additionally, she assumed the role of Founder at Rogers Venture Partners from 2011 to 2018, a venture fund company focused on investments in broadband-enabled wire-line and wireless companies. Beyond her contributions to Rogers Communications, Ms. Rogers-Hixon is a founding partner at Generation Trust Advisors, a global consultancy specializing in family enterprises. Her involvement extends to serving as a Director at Huron University College, University Health Network Foundation, a Leadership Board Member at Cleveland Clinic International, and a Trustee at The Bishop Strachan School. Ms. Rogers-Hixon holds a B.A. from the University of Western Ontario and an M.B.A. from the Joseph L. Rotman School of Management at the University of Toronto. In recognition of her achievements, she was honored with a doctorate from Huron University College at Western University in November 2018.

J. Allen Smith

Chief Executive Officer, Mohari Hospitality

Connecticut, United States

Age: 66

Director since: N/A

Independent

Votes in favour at previous annual meeting: N/A

Key skills:

Senior leadership Brand experience International experience Financial literacy Capital markets

Antony N. Tyler

Corporate Director Pokfulam, Hong Kong Age: 69 Director since 2017 Independent Member of: CGNC HRCC Votes in favour at previous annual meeting: 99.15% Key skills:

Senior leadership Industry experience International experience HR / Compensation Governmental affairs

Reporting Issuer Board Memberships During the Last Five Years

Current Board/ Committee Memberships

Latch Inc. (from 2020 to present, Latch Inc. was de-listed in 2023) N/A

Securities and Share Units Held
Class B subordinate Class A shares voting shares DDSUs(I)
December 31, 2024	—	—	N/A
December 31, 2023	—	—	N/A
Change	—	—	N/A

Allen Smith is the Chief Executive Officer of Mohari Hospitality, a global investment firm with a focus on luxury and lifestyle hospitality investments. Previously, he served as President of Cadre, a commercial real estate investment manager, from 2020 to 2022, and served as Chief Executive Officer of Four Seasons Hotels and Resorts from 2013 to 2018. Prior thereto, Mr. Smith spent 26 years with the Prudential Financial Group holding various positions of increasing responsibility, including as Chief Executive Officer of Prudential Real Estate Investors from 2008 to 2013. Mr. Smith holds a Bachelor of Science in Sociology from Cornell University and a Master of Professional Studies from Cornell's School of Hotel Administration. He is also a member of the Board of Directors of Latch Inc. and of Cornell University.

Reporting Issuer Board Memberships During the Last Five Years	Current Board/ Committee Memberships
BOC Aviation	Chair of the Risk Committee, and member of the Audit Committee and the Strategy and Budget Committee
Qantas Airways	Chair of the Safety, Health, Environment and Security Committee and member of the Nominations Committee
Securities and Share Units Held

	Class A shares	Class B surbordinate voting shares	DDSUs(I)
December 31, 2024	—	—	18,150
December 31, 2023	—	—	16,549
Change	—	—	1,601

Antony N. Tyler was Director General and Chief Executive Officer of the International Air Transport Association, the trade association of the world's airlines, from 2011 to 2016. Prior to this, he spent his career with Cathay Pacific Airways Limited of which he was Chief Executive Officer from 2007 to 2011. He is a member of the Board of Directors of BOC Aviation Limited, a global aircraft operating leasing company, Qantas Airways Limited and Trans Maldivian Airways (Pvt) Ltd. and is a Fellow of the Royal Aeronautical Society.

NOTES

• (*) The information appearing in the biographical charts of the director nominees herein above is determined as at December 31, 2024 and December 31, 2023, respectively.
• (*) No Series 2, Series 3 or Series 4 Preferred Shares are beneficially owned by a nominee or are subject to his or her control or direction.
• (A) Although Pierre Beaudoin does not hold any DDSUs, as at December 31, 2024, he held the number of DSUs disclosed in Section 3 of this Circular. Please refer to the table "Vested DSUs Total Holding Table for Pierre Beaudoin" in Section 3 of this Circular for details.
• (B) Claire Bombardier Beaudoin, mother of the director Pierre Beaudoin, exercises, through holding companies which she controls, control or direction over 2,454,936 Class A shares, which include 20,000 Class A shares over which Claire Bombardier Beaudoin exercises controls jointly with her husband, Laurent Beaudoin, through Beaudier Inc., a holding company of the Beaudoin family which is controlled by Laurent Beaudoin and Claire Bombardier Beaudoin, through holding companies which they control. Claire Bombardier Beaudoin also exercises control or direction jointly with her husband, Laurent Beaudoin, through Beaudier Inc. over 347,805 Class B subordinate voting shares.
• (C) Pierre Beaudoin directly controls 2,094,936 Class A shares held indirectly by Claire Bombardier Beaudoin as representative of the Claire Bombardier Beaudoin group pursuant to the Bombardier Family Agreement.
• (D) Janine Bombardier, mother of the director Joanne Bissonnette, exercises, through holding companies which she controls, control or direction over 2,478,936 Class A shares and 284,404 Class B subordinate voting shares.
• (E) Joanne Bissonnette directly controls 2,094,938 Class A shares held indirectly by Janine Bombardier as representative of the Janine Bombardier group pursuant to the Bombardier Family Agreement.
• (F) J. R. André Bombardier, father of the director Charles Bombardier, exercises, through holding companies which he controls, control or direction over 2,616,036 Class A shares and 293,435 Class B subordinate voting shares.
• (G) Charles Bombardier directly controls 2,094,936 Class A shares held indirectly by J.R. André Bombardier as representative of the J.R. André Bombardier group pursuant to the Bombardier Family Agreement.
• (H) Huguette Bombardier Fontaine, mother of the director Diane Fontaine, exercises, through holding companies which she controls, control or direction over 2,428,070 Class A shares and 282,805 Class B subordinate voting shares.
• (I) "DDSUs" credited to each of the non-executive directors pursuant to the Director Deferred Stock Unit Plan, which is more fully explained in Section 3 of this Circular. The number of DDSUs for each director has been determined as at December 31, 2024 and December 31, 2023, respectively, except for the DDSUs that were credited in payment of the applicable portion of the Board retainer and, if applicable, additional retainer and travel fees earned for the quarter ended on December 31, 2024, the number of which was determined at January 6, 2025.

Majority voting

Under the Canada Business Corporations Act ("CBCA"), a corporation is subject to majority voting requirements in an election where the number of nominees equals the number of positions to be elected (an uncontested election):

• shareholders may vote for or against a director;
• if a nominee does not receive more votes for than against, the nominee is not elected as a director and that position on the board remains vacant;
• except in prescribed circumstances, an unsuccessful candidate may not be appointed to fill that or any other vacancy on the board until the next meeting of shareholders at which an election of directors is required.

As Bombardier is governed by and subject to the CBCA, we will comply with the majority voting requirements under the CBCA for the election of directors at the Meeting.

Non-binding advisory vote on Bombardier's approach to executive compensation

Our approach regarding executive compensation is to maximize our overall performance through the individual performance of our executives. The goals of the policy are to attract, retain and motivate executives in order to increase business performance and enhance shareholder value which supports the pay-for-performance commitment of Bombardier.

Our executive compensation policy focuses on total compensation: base salary, short-term incentives, long-term incentives, pension, benefits and perquisites. Our philosophy is to position the total executive direct compensation package at the median (50th percentile) compared with similar positions in companies that have international operations and are comparable to Bombardier in terms of size and complexity in the relevant markets.

We are pleased to once again offer to our shareholders the opportunity to express their views on our approach to executive compensation. The Board of Directors recommends that shareholders indicate their support to the Corporation's approach to executive compensation disclosed in Section 5 "Executive Compensation Discussion and Analysis" of this Circular, by voting FOR the following advisory resolution:

"RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Management Proxy Circular delivered in advance of the annual meeting of the shareholders held on May 1, 2025."

Since this is an advisory resolution, the results are not binding on the Board of Directors. However, the Board of Directors, upon the recommendation of the HRCC, will take into account the results of the vote, as appropriate, along with comments it may have received from shareholders in the course of engaging with them when reviewing, in the future, executive compensation philosophy, policies, programs or arrangements.

If you have not specified how you want your Voting Shares to be voted and if you have authorized the Named Proxyholder as your proxyholder, the Named Proxyholder will vote FOR the above non-binding, advisory resolution on executive compensation.

Shareholder proposals

Bombardier received four shareholder proposals this year from the Mouvement d'éducation et de défense des actionnaires ("MÉDAC"), a shareholder of the Corporation, having its principal office at 82 Sherbrooke Street West, Montréal, Québec, H2X 1X3, Canada. The proposals were submitted in French by MÉDAC and were translated into English by the Corporation.

The full text of the four proposals received from MÉDAC has been reproduced in Appendix "B" to this Circular, along with our responses. Further to discussions management held with MÉDAC, it was agreed that Proposal 4 (Advanced generative AI systems and Code of Conduct) would not be presented at the Meeting for voting purposes.

The Board of Directors recommends that shareholders vote:

• • AGAINST Proposal 1 – Directors' environment and climate change competencies;
• • AGAINST Proposal 2 – Disclosure of languages mastered by employees; and
• • AGAINST Proposal 3 – In-person annual meetings,

for the reasons described in Appendix "B" of this Circular.

If you have not specified how you want your Voting Shares to be voted and if you have authorized the Named Proxyholder as your proxyholder, the Named Proxyholder will vote AGAINST each of such shareholder proposals.

Section 3: Remuneration and attendance record of the directors

This section describes the approach to compensation for the directors at Bombardier.

With a view of providing market competitive compensation and aligning the interests of directors and shareholders, the CGNC reviews periodically the amount and form of non-executive directors' compensation in light of the responsibilities and time commitment required of directors. The CGNC monitors the competitiveness of the Board of Directors' compensation against public companies in Canada and the United States that have international operations and are comparable to Bombardier in terms of size and complexity, and may engage external independent compensation advisors to advise on board compensation trends and practices. The Board of Directors approved, upon the recommendation of the CGNC, changes to the amount of non-executive directors' compensation effective as of January 1, 2024. See "Elements of Compensation during the Financial year ended December 31, 2024" hereinafter for details of the non-executive directors' compensation.

Please note the following that is relevant throughout this Section 3:

• the director Bettina Fetzer serves in that capacity effective only as of January 1, 2025 and is therefore not included in this Section 3;
• the director nominee J. Allen Smith is a newly recommended nominee for this year's Meeting and is therefore not included in this Section 3; and
• the former directors Ji-Xun Foo and Eric Sprunk each resigned from the Board for personal reasons at the close of the Board of Directors meeting held on November 6, 2024.

The compensation received by the non-executive directors for services rendered between January 1, 2024 and December 31, 2024 is disclosed in this Section 3 of this Circular. As explained in Section 5 of this Circular, the HRCC is responsible for reviewing, assessing and approving a total executive compensation policy and reviewing the design of equity-based plans for the executive officers, including that of Éric Martel, President and Chief Executive Officer, who is also a member of the Board of Directors.

The compensation received by the named executive officers between January 1, 2024 and December 31, 2024 is disclosed in Section 5 of this Circular.

ATTENDANCE RECORD OF DIRECTORS DURING THE FINANCIAL YEAR ENDED DECEMBER 31, 2024

The following table sets forth the number of meetings of the Board of Directors and its committees held between January 1, 2024 and December 31, 2024, and the record of attendance at these meetings of the directors of the Corporation, all of whom are nominees for election to the Board of Directors for the ensuing year, other than Ji-Xun Foo and Eric Sprunk. Pierre Beaudoin, the Chair of the Board of Directors, and Éric Martel, the President and Chief Executive Officer, were not members of any of the committees of the Board of Directors, as neither are considered to be independent directors of Bombardier; however, they were entitled to attend and participate in all quarterly scheduled committee meetings and other special committee meetings, if any and as appropriate, (with the exception of in camera meetings or in camera portions of meetings to be attended only by independent directors), but without voting rights.

		Audit	Corporate Governance and Nominating Committee	Human Resources and Compensation Committee
Individual Who Acted as Director During the Year 2024	Board of Directors	Committee Chair: Diane Giard	Chair: Douglas R. Oberhelman	Chair: Anthony R. Graham	Individual Attendance Rate
Pierre Beaudoin	5/5	4/4	4/4	4/4	100%
Éric Martel	5/5	4/4	4/4	4/4	100%
Joanne Bissonnette	5/5	—	—	—	100%
Charles Bombardier	5/5	—	—	—	100%
Rose Damen	5/5	4/4	—	—	100%
Diane Fontaine	5/5	—	—	—	100%
Ji-Xun Foo	5/5	4/4	—	—	100%
Diane Giard	5/5	4/4	4/4	—	100%
Anthony R. Graham	5/5	4/4	—	4/4	100%
Douglas R. Oberhelman	5/5	—	4/4	4/4	100%
Melinda Rogers-Hixon	5/5	—	4/4	4/4	100%
Eric Sprunk	5/5	4/4	—	—	100%
Antony N. Tyler	5/5	—	4/4	4/4	100%
Overall Attendance Rate:	100%	100%	100%	100%	—

ELEMENTS OF COMPENSATION DURING THE FINANCIAL YEAR ENDED DECEMBER 31, 2024

The following table illustrates the elements of compensation to which the directors were entitled, with the exception of the President and Chief Executive Officer, who received no compensation for serving as a director of the Corporation.

Type of Fees (per annum)	(\$)
Board Retainers
Chair of the Board of Directors	400,000
Directors (other than the Chair of the Board of Directors and the President and Chief Executive Officer)	187,500
Additional Retainers
Lead Director of the Board of Directors	15,000
Audit Committee Chair	25,000
Other Committee Chair	17,500
Committee Members (other than the Chair)	12,500
Travel Fees(1)	2,500

(1) Every time a director has a travel time of three hours or more from their residence in order to attend a meeting of the Board of Directors and/or one of its committees, in person, they are entitled to receive travel fees.

Fees are paid for being a member of the Board of Directors, and any committees thereof or acting as Lead Director, if applicable, during a financial quarter of the Corporation. No fees are paid specifically for attendance at Board of Directors or committee meetings, subject to the travel fees mentioned in the above table when applicable.

Pierre Beaudoin, Chair of the Board of Directors was also entitled to an annual business development allocation in an aggregate amount of \$350,000, pursuant to a business development agreement originally entered into between the Corporation and Mr. Beaudoin in 2017 and revised effective 2024, under which the latter assists the Corporation with customer transactions, stakeholder relations and sales campaigns, and continues to participate to various international events and conferences. Mr. Beaudoin has served in a variety of key roles at Bombardier over the past 30-plus years (including as President and Chief Executive Officer between 2008 and February 2015, and Executive Chairman between February 2015 and June 2017), and understands the Corporation and its various stakeholders. His deep knowledge of the industry in which Bombardier operates, long-term perspective and lifelong commitment to the Corporation adds significant value to the Corporation's stakeholder relationships. Mr. Beaudoin is an advocate for sustainability at the Corporation which adds significant value to Board of Directors deliberations. Under Mr. Beaudoin's leadership, the Board of Directors provided the Corporation with direction on various corporate-wide issues such as sustainability, strategy and stakeholder relationships.

Please also see "Minimum Shares and/or DDSUs Holding Requirement" and "Directors Deferred Stock Unit Plan" hereinafter for details on the allocation of compensation earned during the financial year ended December 31, 2024 by the non-executive directors of the Corporation entitled to receive them as between fees credited in Directors Deferred Stock Units ("DDSUs") and those paid in cash.

SUMMARY COMPENSATION TABLE

The Summary Compensation Table below shows all of the annual compensation for each of the directors for the financial year ended December 31, 2024, with the exception of Éric Martel, President and Chief Executive Officer, who did not receive any compensation for acting as a director of the Corporation. The remuneration of Mr. Martel is disclosed in Section 5 of this Circular.

Director	Total Fees Earned(1) (\$)	All Other Compensation (\$)	Total Compensation (\$)
Pierre Beaudoin	400,000	504,900(2)	904,900
Joanne Bissonnette	187,500	—	187,500
Charles Bombardier	187,500	—	187,500
Rose Damen	207,500	—	207,500
Diane Fontaine	187,500	—	187,500
Ji-Xun Foo(3)	202,500	—	202,500
Diane Giard	220,500	—	220,500
Anthony R. Graham	217,500	—	217,500
Douglas R. Oberhelman	235,500	—	235,500
Melinda Rogers-Hixon	203,500	—	203,500
Eric Sprunk(3)	207,500	—	207,500
Antony N. Tyler	211,000	—	211,000

(1) Please refer to the table "Allocation of Compensation Earned during the Financial Year ended December 31, 2024" hereinafter for details on the allocation of compensation earned during the financial year ended December 31, 2024 as between fees credited in DDSUs and those paid in cash.

• (2) Including an amount of \$350,000, which represents the aggregate annual business development allocation under the revised business development agreement entered into between the Corporation and Pierre Beaudoin effective 2024. Also included in this amount is (i) the sum of \$38,800, which represents the aggregate costs to Bombardier for the car allowance of Mr. Beaudoin, including the actual car leasing costs, insurance, and other vehicle operation costs, (ii) the sum of \$30,600, which represents the estimated costs to Bombardier for medical exams and premium paid for group insurance in excess of that generally available to retired employees, and (iii) the sum of \$85,500, which amount represents the equivalent of the aggregate incremental operating costs to Bombardier for the personal use of corporate aircraft by Mr. Beaudoin; the calculation of incremental operating costs to Bombardier for personal use of the corporate aircraft includes the variable costs incurred as a result of personal flight activity such as aircraft fuel, trip-related maintenance and repairs, catering, landing and parking fees, crew expenses and low value equipment and supplies. Where applicable, amounts paid were converted from Canadian dollars to US dollars based on an average exchange rate of 0.7302 during the year ended December 31, 2024.
• (3) Ji-Xun Foo and Eric Sprunk each ceased as a member of the Board of Directors and of the Audit Committee at the close of the Board of Directors meeting held on November 6, 2024; however, they each received their full allocation of compensation paid to non-executive directors for services rendered during the quarter ended December 31, 2024.

In addition to the annual compensation shown in the Summary Compensation Table above, the Chair of the Board of Directors received the following pension benefits during the financial year ended December 31, 2024, to which he was entitled as a former executive of Bombardier. As this amount was previously earned by him in respect of his service as an executive officer of Bombardier in prior years, it is not included as remuneration in the Summary Compensation Table for the financial year ended December 31, 2024, and relevant details can be found in previous years' management proxy circulars of Bombardier.

Director	Pension Benefits(1) (\$)
Pierre Beaudoin	800,700

(1) All amounts paid were converted from Canadian dollars to US dollars based on an average exchange rate of 0.7302 during the year ended December 31, 2024.

ALLOCATION OF COMPENSATION EARNED DURING THE FINANCIAL YEAR ENDED DECEMBER 31, 2024

The following table shows the allocation of compensation earned during the financial year ended December 31, 2024 by the directors of the Corporation entitled to receive it.

			Annual Fees		Travel Fees	Total	Allocation of Compensation
Director	Board Retainer(1) (\$)	Lead Director (\$)	Committees (\$)	Total (\$)	Travel Fees(2) (\$)	Total Fees Earned (\$)	Total Fees Paid in Cash (\$)	Total Fees Credited in DDSUs (\$)	Number of DDSUs Credited(3)
Pierre Beaudoin	400,000	—	—	400,000	—	400,000	400,000	—	—
Joanne Bissonnette	187,500	—	—	187,500	—	187,500	93,750	93,750	1,601
Charles Bombardier	187,500	—	—	187,500	—	187,500	93,750	93,750	1,601
Rose Damen	187,500	—	12,500	200,000	7,500	207,500	20,000	187,500	3,204
Diane Fontaine	187,500	—	—	187,500	—	187,500	—	187,500	3,204
Ji-Xun Foo	187,500	—	12,500	200,000	2,500	202,500	85,312	117,188	2,143
Diane Giard	187,500	—	33,000	220,500	—	220,500	—	220,500	3,769
Anthony R. Graham	187,500	—	30,000	217,500	—	217,500	—	217,500	3,718
Douglas R. Oberhelman	187,500	15,000	25,500	228,000	7,500	235,500	141,750	93,750	1,601
Melinda Rogers-Hixon	187,500	—	16,000	203,500	—	203,500	—	203,500	3,479
Eric Sprunk	187,500	—	12,500	200,000	7,500	207,500	113,750	93,750	1,601
Antony N. Tyler	187,500	—	16,000	203,500	7,500	211,000	117,250	93,750	1,601

(1) The full amount of the Board retainer was credited in DDSUs to every director, except for Pierre Beaudoin, Joanne Bissonnette, Charles Bombardier, Ji-Xun Foo, Douglas R. Oberhelman, Eric Sprunk, and Antony N. Tyler.

(2) These directors were entitled to travel fees of \$2,500 for each meeting which they attended in person, where applicable.

(3) Included in these numbers are DDSUs that were credited on January 6, 2025 in payment of the applicable portion of the Board retainer and, if applicable, additional retainer and travel fees earned for the quarter ended December 31, 2024.

MINIMUM SHARES AND/OR DDSUs HOLDING REQUIREMENT

The Board of Directors believes it is important that directors demonstrate their commitment to Bombardier's growth through their respective holdings of Bombardier shares and/or DDSUs.

As of January 1, 2024, each director (other than the President and Chief Executive Officer) is required to hold Bombardier shares and/or DDSUs having a minimum value of US \$562,000 (the "2024 Updated Minimum Holding Requirement") (which is 3-times the annual Board retainer amount of US \$187,500) throughout their tenure as a director. The President and Chief Executive Officer, and other executive officers of the Corporation, is subject to stock ownership requirements as described in Section 5 of this Circular.

To encourage directors (other than (i) the Chair of the Board of Directors, to the extent that he or she is or is married to a "Majority Holder" (as defined in the Corporation's Restated Articles of Incorporation) and (ii) directors who are also executive officers of the Corporation) to better align their interests with those of the shareholders by having an investment in the Corporation, the Directors Deferred Stock Unit Plan (the "DDSU Plan") provides that until an eligible director meets this

minimum holding requirement (it being understood that future declines in the trading price of shares on the Toronto Stock Exchange ("TSX") will not impact directors' prior compliance with the holding requirement), their Board retainer will be entirely credited to them in the form of DDSUs. Once the required threshold is met, such director must continue to receive at least 50% of their Board retainer in the form of DDSUs. In addition, each eligible director who is a Canadian or United States resident may elect to receive 50% or more of their other fees (i.e. additional retainers and/or travel fees, as applicable) in the form of DDSUs. Directors who are not residents of Canada or the United States must receive their additional retainers and travel fees in cash, and once the holding requirement has been met, 50% of their Board retainer in cash and 50% in DDSUs. Please see "Directors Deferred Stock Unit Plan" below for further details on DDSUs.

Pursuant to our Code of Ethics, directors shall not engage in hedging activities or in any form of transactions of publicly-traded options in Bombardier securities, or any other form of derivatives relating to Bombardier securities, including "puts" and "calls". In addition, directors shall not sell Bombardier securities that they do not own (short sale).

DIRECTORS DEFERRED STOCK UNIT PLAN

DDSUs have a value equal to the weighted average trading price of the Class B subordinate voting shares on the TSX for the five trading days immediately preceding the date of grant. DDSUs are vested on the date of grant and take the form of a bookkeeping entry credited to the eligible director's account for as long as they remain a director. DDSUs will be redeemed for cash upon request after the eligible director ceases to be a director of Bombardier, failing which the DDSUs will automatically be redeemed for cash upon the expiry of a pre-determined period. The value of a DDSU, when redeemed for cash, is equal to the closing price of the Class B subordinate voting shares on the TSX on the last trading day preceding the day of the redemption. DDSUs earn dividend equivalents in the form of additional DDSUs at the same rate as dividends paid on the Class B subordinate voting shares, if any. The DDSU Plan is not dilutive.

STOCK OPTIONS AND DEFERRED SHARE UNITS

Please refer to Appendix "C" (Stock Options and Deferred Share Units) for relevant details on stock options ("Options") and deferred share units ("DSUs"), the 1986 Stock Option Plan, as amended (the "Stock Option Plan"), the Deferred Share Unit Plan (the "DSU Plan") and the 2010 Deferred Share Unit Plan (the "2010 DSUP").

DIRECTOR SHARES AND/OR DDSUs HOLDING TABLE

The following table provides information on the number and value of the Class A shares and/or Class B subordinate voting shares of Bombardier and/or DDSUs beneficially owned, or controlled or directed, directly or indirectly, by the directors of Bombardier for the financial years ended December 31, 2024 and 2023, excluding the President and Chief Executive Officer (in his case, please refer to the information disclosed in Section 5 of this Circular).

Director	Financial years ended December 31(1)	Number of Class A shares	Number of Class B subordinate voting shares	Total value of shares(2) (\$)	Number of DDSUs	Total value of DDSUs(2) (\$)	Total number of shares and DDSUs	Total value of shares and DDSUs(2) (\$)	Share ownership threshold met?
Pierre Beaudoin(3)	2024	20,514	38,109	3,976,357	—	—	58,623	3,976,357	yes
	2023	20,514	38,109	2,271,668	—	—	58,623	2,271,668
	Net change	—	—	1,704,689	—	—	—	1,704,689
Joanne Bissonnette	2024	—	232	15,766	29,156	1,981,319	29,388	1,997,085	yes(4)
	2023	—	232	9,331	27,555	1,108,302	27,787	1,117,633
	Net change	—	—	6,435	1,601	873,017	1,601	879,452
Charles Bombardier	2024	—	—	—	25,005	1,699,235	25,005	1,699,235	yes(6)
	2023	—	—	—	23,404	941,343	23,404	941,343
	Net change	—	—	—	1,601	757,892	1,601	757,892
Rose Damen	2024				6,227	423,161	6,227	423,161	no(9)
	2023	—	—	—	3,023	121,589	3,023	121,589
	Net change	—	—	—	3,204	301,572	3,204	301,572
Diane Fontaine	2024	—	—	—	27,694	1,881,968	27,694	1,881,968	yes(6)
	2023	—	—	—	24,490	985,023	24,490	985,023
	Net change	—	—	—	3,204	896,945	3,204	896,945
Ji-Xun Foo	2024	—	—	—	10,068	684,179	10,068	684,179	yes(8)
	2023	—	—	—	7,925	318,755	7,925	318,755
	Net change	—	—	—	2,143	365,424	2,143	365,424
Diane Giard	2024	—	—	—	36,303	2,466,999	36,303	2,466,999	yes(6)
	2023	—	—	—	32,534	1,308,564	32,534	1,308,564
	Net change	—	—	—	3,769	1,158,435	3,769	1,158,435
Anthony R. Graham	2024	—	—	—	30,146	2,048,596	30,146	2,048,596	yes(6)
	2023	—	—	—	26,428	1,062,972	26,428	1,062,972
	Net change	—	—	—	3,718	985,624	3,718	985,624
Douglas R. Oberhelman	2024	—	4,000	271,823	19,955	1,356,058	23,955	1,627,881	yes(5)
	2023	—	4,000	160,886	18,354	738,224	22,354	899,110
	Net change	—	—	110,937	1,601	617,834	1,601	728,771
Melinda Rogers-Hixon	2024	—	—	—	18,902	1,284,501	18,902	1,284,501	yes(7)
	2023	—	—	—	15,423	620,335	15,423	620,335
	Net change	—	—	—	3,479	664,166	3,479	664,166
Eric Sprunk	2024	—	—	—	16,210	1,101,564	16,210	1,101,564	yes(7)
	2023	—	—	—	14,609	587,595	14,609	587,595
	Net change	—	—	—	1,601	513,969	1,601	513,969
Antony N. Tyler	2024	—	—	—	18,150	1,233,398	18,150	1,233,398	yes(5)
	2023	—	—	—	16,549	665,625	16,549	665,625
	Net change	—	—	—	1,601	567,773	1,601	567,773

(1) The number of the Class A shares, Class B subordinate voting shares or DDSUs beneficially owned, or controlled or directed, directly or indirectly, by each director for the financial years ended December 31, 2024 and December 31, 2023 is determined as at December 31, 2024 and as at December 31, 2023, respectively, except for the DDSUs that were credited in payment of the applicable portion of the Board retainer and, if applicable, additional retainer and travel fees earned for the quarter ended on December 31, 2024, and on December 31, 2023, the number of which were determined at January 6, 2025, and January 3, 2024, respectively.

(2) The total value for the financial year ended December 31, 2024 is calculated on the basis of the December 31, 2024 closing prices of the Class A shares and the Class B subordinate voting shares of CDN 97.23 and CDN 97.75 respectively, converted from Canadian dollars to US dollars based on an exchange rate of 0.6952. The total value for the financial year ended December 31, 2023 is calculated on the basis of the December 31, 2023 closing prices of the Class A shares and the Class B subordinate voting shares of CDN 53.43 and CDN 53.21 respectively, converted from Canadian dollars to US dollars based on an exchange rate of 0.7559. This value also corresponds to the market or payout value of DDSUs not paid out or distributed.

• (3) In addition, Pierre Beaudoin held at December 31, 2024 the number of DSUs disclosed in Section 3 of this Circular. Please refer to the table "Vested DSUs Total Holding Table for Pierre Beaudoin" hereinafter for details.
• (4) This director reached the prior minimum threshold under the DDSU Plan in 2014, and had already met the 2024 Updated Minimum Holding Requirement as of the first financial quarter of 2024.
• (5) This director reached the prior minimum threshold under the DDSU Plan in 2018, and had already met the 2024 Updated Minimum Holding Requirement as of the first financial quarter of 2024.
• (6) This director reached the prior minimum threshold under the DDSU Plan in 2021, and had already met the 2024 Updated Minimum Holding Requirement as of the first financial quarter of 2024.
• (7) This director reached the prior minimum threshold under the DDSU Plan in 2022, and had already met the 2024 Updated Minimum Holding Requirement as of the first financial quarter of 2024.
• (8) This director reached the prior minimum threshold under the DDSU Plan as of the second financial quarter of 2023, and had met the 2024 Updated Minimum Holding Requirement as of the second financial quarter of 2024.
• (9) Rose Damen was elected to the Board of Directors on April 27, 2023.

VESTED DSUs TOTAL HOLDING TABLE FOR PIERRE BEAUDOIN

Name	Number of Vested DSUs as of December 31, 2024	Number of Additional Vested or Credited DSUs During the Year(1)	Number of Vested DSUs as of December 31, 2024	Market Value of Vested DSUs as of December 31, 2024(2) (\$)
Pierre Beaudoin	34,915	—	34,915	2,372,700

(1) No additional DSUs were credited nor vested during the financial year ended December 31, 2024 and no cash dividends were paid on the Class B subordinate voting shares during the period from January 1, 2024 to December 31, 2024.

(2) Based on the closing price of the Class B subordinate voting shares on December 31, 2024 of CDN \$97.75 and converted from Canadian dollars to US dollars based on an exchange rate of 0.6952 as of December 31, 2024.

Please refer to Appendix "C" (Stock Options and Deferred Share Units) for relevant details on DSUs and the DSU Plan and 2010 DSUP. As non-executive Chair of the Board of Directors since July 1, 2017, Pierre Beaudoin is no longer eligible to be granted DSUs.

Section 4: Corporate governance

We believe that strong corporate governance is linked to sound corporate performance, which translates into sustained profitability and, therefore, enhances shareholder value. We continually seek to strengthen our corporate governance practices by monitoring the introduction of new regulatory requirements and the evolution of best practices in order to be able to adjust our policies and practices accordingly, but always in consideration of our own specific circumstances.

Composition of the Board of Directors

As of the date of this Circular, the Board of Directors is composed of 12 directors. Detailed information on each of the 12 current directors and the newly recommended director nominee proposed to be elected or re-elected, as the case may be, at the Meeting is found in Section 2 of this Circular.

Director independence

Our governance practices are that a majority of our directors be independent, within the meaning of National Instrument 52-110 Audit Committees ("NI 52-110") adopted by the Canadian Securities Administrators. This means that they must be and remain free from any direct or indirect material relationship with the Corporation, its management or its external auditor that could be reasonably expected to interfere with the exercise of their independent judgement.

We believe we have adequate structures and processes to allow the Board of Directors to function independently of management. A director is expected to immediately disclose a potential conflict of interest to the Board of Directors, and to comply with the policies of the Corporation and applicable laws with respect to conflicts of interest. See the subsection entitled "Conflict of interests" hereinafter in this Section 4 for more information.

Seven of our twelve current directors are independent. To ensure that the Board of Directors functions independently, it is the practice for the independent directors to meet in camera for a portion of each meeting of the Board of Directors or its committees. As all of our current directors are proposed to be elected or re-elected, along with the newly recommended director nominee, eight of the nominees for election as a director at the Meeting will be or continue to be, as the case may be, independent (as shown in the table herein after), in that each has no direct or indirect material relationship with the Corporation and, in the reasonable opinion of the Board of Directors, is independent under the applicable laws, regulations and listing requirement to which the Corporation is subject.

The Board of Directors has concluded that having an independent Lead Director, currently Douglas R. Oberhelman, helps ensure that the Board of Directors is able to act independently of management in an effective manner. The Lead Director chairs the in camera meetings, or the in camera portions of meetings, of the Board of Directors comprising only independent directors of Bombardier.

Between January 1, 2024 and December 31, 2024, the independent directors held in camera meetings at the end of each of the regularly scheduled quarterly meeting of the Board of Directors and its committees.

Director	Management	Independent?
		Yes	No
Pierre Beaudoin	Chair of the Board of Directors		(1) Son of Claire Bombardier Beaudoin and of Laurent Beaudoin. Claire Bombardier Beaudoin, either individually or jointly with Laurent Beaudoin, through holding corporations which she controls or which they jointly control, as applicable, holds with Pierre Beaudoin's aunts and uncle, Janine Bombardier, Huguette Bombardier Fontaine and J. R. André Bombardier, a sufficient number of all issued and outstanding voting shares of Bombardier to affect materially the control of Bombardier. Of those voting shares, Pierre Beaudoin, as representative of the Claire Bombardier Beaudoin group pursuant to the Bombardier Family Agreement, directly controls 2,094,936 Class A shares held indirectly by Claire Bombardier Beaudoin. (2) Cousin of Joanne Bissonnette, of Charles Bombardier and of Diane Fontaine.
Joanne Bissonnette			(1) Daughter of Janine Bombardier who, through holding corporations which she controls, holds with Joanne Bissonnette's aunts and uncle, Claire Bombardier Beaudoin, Huguette Bombardier Fontaine and J. R. André Bombardier, a sufficient number of all issued and outstanding voting shares of Bombardier to affect materially the control of Bombardier. Of those voting shares, Joanne Bissonnette, as representative of the Janine Bombardier group pursuant to the Bombardier Family Agreement, directly controls 2,094,938 Class A shares held indirectly by Janine Bombardier. (2) Cousin of Pierre Beaudoin, Chair of the Board of Directors, of Charles Bombardier and of Diane Fontaine.
Charles Bombardier			(1) Son of J. R. André Bombardier who, through holding corporations which he controls, holds with Charles Bombardier's aunts, Janine Bombardier, Claire Bombardier Beaudoin and Huguette Bombardier Fontaine, a sufficient number of all issued and outstanding voting shares of Bombardier to affect materially the control of Bombardier. Of those voting shares, Charles Bombardier, as representative of the J.R. André Bombardier group pursuant to the Bombardier Family Agreement, directly controls 2,094,936 Class A shares held indirectly by J.R. André Bombardier. (2) Cousin of Pierre Beaudoin, Chair of the Board of Directors, of Joanne Bissonnette and of Diane Fontaine.
Rose Damen		✓
Bettina Fetzer		✓

Director	Management	Independent?
		Yes	No
Diane Fontaine			(1) Daughter of Huguette Bombardier Fontaine and of Jean Louis Fontaine, former director and Vice Chairman of the Board of Directors. Huguette Bombardier Fontaine, through holding corporations which she controls, holds with Diane Fontaine's aunts and uncle, Janine Bombardier, Claire Bombardier Beaudoin and J. R. André Bombardier, a sufficient number of all issued and outstanding voting shares of Bombardier to affect materially the control of Bombardier. Of those voting shares, Diane Fontaine's sister, Sylvie Fontaine, as representative of the Huguette Bombardier Fontaine group pursuant to the Bombardier Family Agreement, directly controls 2,094,935 Class A shares held indirectly by Huguette Bombardier Fontaine. (2) Cousin of Pierre Beaudoin, Chair of the Board of Directors, of Joanne Bissonnette and of Charles Bombardier.
Diane Giard		✓
Anthony R. Graham		✓
Éric Martel	President and Chief Executive Officer		Executive officer of Bombardier
Douglas R. Oberhelman		✓
Melinda Rogers-Hixon		✓
J. Allen Smith		✓
Antony N. Tyler		✓

The directorships of all director nominees are described in their respective biographies in Section 2 of this Circular.

Structure and mandate of the Board of Directors

The Board of Directors has three stranding committees, the CGNC, the Audit Committee and the HRCC, to help it fulfill its duties and responsibilities and ensure proper oversight of the business and affairs of the Corporation. The key responsibilities of the Board of Directors and each of its committees are described hereinafter in this Section 4. Each committee is composed entirely of independent directors.

Each standing committee operates according to its charter, which sets out the committee's duties and responsibilities. The Board of Directors and each committee, with the support of the CGNC, undertakes an annual review of its mandate or charter, and proposes any amendments to the mandate and charter for consideration and approval. The mandate of the Board of Directors and the charters of the committees can be found on the Corporation's website at bombardier.com/en/about/our-governance. The mandate of Board of Directors is also reproduced at Appendix "A" to this Circular.

Responsibilities of the Board of Directors

STEWARDSHIP OF BOMBARDIER

In accordance with the CBCA and as stated in its mandate, the role of our Board of Directors is to supervise the management of the business and affairs of the Corporation with the objective of creating sustained profitability and, therefore, enhancing shareholder value.

It is the role of management to conduct the day-to-day operations of Bombardier in a way that is consistent with the strategic plan, operating plans and budgets approved by the Board of Directors. In this context, the President and Chief Executive Officer of Bombardier makes recommendations to the Board of Directors with respect to matters of corporate strategy and policy. The Board of Directors then makes the decisions which it deems appropriate and supervises the execution of such decisions and reviews the results obtained.

Our Board of Directors decides all matters coming under its jurisdiction pursuant to the CBCA, Bombardier's Restated Articles of Incorporation and by-laws, any applicable legislation, the policies of Bombardier and the mandate of the Board of Directors and the charters of its three committees. It also acts in accordance with the Corporation's Code of Ethics. The Board of Directors may assign to one of its three committees the prior review of any issues for which the Board of Directors is responsible. The recommendations of a committee remain, however, subject to the approval of the Board of Directors.

Any responsibility which is not delegated to either corporate management or a committee of the Board remains with the Board of Directors. In general, all matters or policies and all actions proposed to be taken which are not in the ordinary course of business require the prior approval of the Board of Directors or of one of its three committees to which approval authority is delegated.

STRATEGIC PLANNING

Every year, the President and Chief Executive Officer, together with the other senior executive officers, reviews the strategic orientation, operating plans and budgets of Bombardier for the review and approval of the Board of Directors. As provided for under its mandate, the duties of the Board of Directors include adopting a strategic plan presented by management and updating it, on at least an annual basis, by taking into account, among other things, the opportunities and risks of the business of Bombardier and emerging trends. The Board of Directors' duties also include monitoring the implementation of the strategic plan by management.

The Board of Directors also adopts each year an appropriate business plan, which reflects the implementation of the strategic plan for the coming year, and reviews it on a quarterly basis.

RISK OVERSIGHT

For the Board of Directors, risk oversight is an essential component of its stewardship responsibilities of the Corporation and its duty of care as directors under corporate law. The Board of Directors monitors the principal risks of the Corporation's business and ensures that appropriate systems are in place to effectively monitor and manage these risks. The Board of Directors' three standing committees assist it in fulfilling its responsibilities.

BOARD OF DIRECTORS	AUDIT COMMITTEE	HUMAN RESOURCES AND COMPENSATION COMMITTEE	CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
Overall stewardship and oversight responsibility for: • Bombardier's strategic plan • financial matters and internal controls • pension fund matters • environmental matters • occupational health and safety matters • CEO and senior executive succession planning • proper governance of Bombardier	Supports the Board by overseeing or monitoring: • financial reporting and policies regarding public disclosures and communications • the independent auditor, internal audit, and related policies and legal requirements • risk management processes • financing activities • pension fund investment policies, practices and liabilities • risks related to environmental matters • ethics and compliance matters	Supports the Board by overseeing or monitoring: • CEO and other senior officers' succession, their performance and ensuring their compensation is tied to Bombardier's performance • processes to attract, motivate and retain qualified executives to meet our objectives • the Corporation's pension plans • occupational health and safety policies and practices, and compliance with legal requirements.	Supports the Board by overseeing or monitoring: • Board and committee composition, effectiveness and succession • non-executive director remuneration • governance policies and practices of the Board and its committees • sustainability plans, practices and public disclosure • key corporate programs, practices and policies, including the Code of Ethics

COMMITTEES OF THE BOARD OF DIRECTORS

The composition, frequency of meeting, mandate and responsibilities of each committee are summarized hereinafter. All committee members are composed solely of independent directors. Pierre Beaudoin, the Chair of the Board of Directors, and Éric Martel, the President and Chief Executive Officer, were not members of any of the committees, as neither are considered to be independent of Bombardier; however, they were entitled to attend and participate in all quarterly scheduled committee meetings and other special committee meetings, as appropriate, (with the exception of in camera meetings or in camera portions of meetings), but without voting rights.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE	NAMES
100% independent and met four times in 2024	Douglas R. Oberhelman (Chair) Diane Giard Melinda Rogers-Hixon Antony N. Tyler

All four members of the CGNC have experience in corporate governance matters gained through their current or previous roles as executive officers and through their participation on other boards. Please refer to "Election of Directors of Bombardier" in Section 2 and to the Skills Matrix hereinafter for more information on the skills and experience of the CGNC members.

The CGNC assists the Board of Directors in fulfilling its oversight responsibility by monitoring the composition of the Board of Directors and its committees, and monitoring key corporate governance plans, practices and policies.

Some of the key responsibilities of the CGNC are to (please see the Committee's charter, available at bombardier.com/en/ about/our-governance, for full details):

• monitor the size, independence and composition of the Board of Directors and its committees to ensure effective decision-making, including the competencies, skills and personal attributes, and recommending director nominees for the annual meeting of shareholders;
• oversee the process for assessing the effectiveness of our Board of Directors as a whole, each committee and the contribution of each director;
• recommend share (or similar equity) ownership guidelines, and remuneration of non-executive directors and the (non-executive) Chair of the Board;
• review the corporate governance policies and practices of the Board of Directors and its committees, and recommend any new or amended policies or best practices to the Board of Directors;
• oversee director development programs, including orientation and continuing education;
• oversee sustainability matters, including our environmental, social and governance ("ESG") plan, practices and policies, and our annual ESG Report in conjunction with the Audit Committee's responsibilities regarding disclosure of ESG-related metrics;
• review certain key company programs, practices and policies, including the Code of Ethics; and
• monitor compliance with our programs and practices, and applicable regulations, regarding aerospace safety and privacy matters.

As a general practice, the Chair of the Board of Directors and the President and Chief Executive Officer attend the meetings of the CGNC. They do not have the right to vote on any matter before the CGNC.

HUMAN RESOURCES AND COMPENSATION COMMITTEE NAMES

100% Independent and met four times in 2024. Anthony R. Graham (Chair)

Douglas R. Oberhelman Melinda Roger-Hixon Antony N. Tyler

All four members of the HRCC have the skills and experience, based on past professional experience and directorships, to enable the HRCC to provide appropriate oversight of human resources functions and the Corporation's compensation programs and practices, and to make decisions regarding executive compensation. None of the HRCC members during the financial year ended December 31, 2024 was an active chief executive officer with a publicly-traded entity. Please refer to "Election of Directors of Bombardier" in Section 2 and to the Skills Matrix hereinafter for more information on the skills and experience of the members of the Committee.

The HRCC supports the Board of Directors' supervision of human resources and compensation matters and procedures.

Some of the key responsibilities of the HRCC are to oversee (please see the Committee's charter, available at bombardier.com/en/about/our-governance, for full details):

• CEO and executive officer appointments, succession planning, and leadership development;
• senior executive total compensation policies, and executive share ownership guidelines;
• the CEO's total compensation;
• the CEO's objectives and performance assessment against those objectives;
• the CEO's assessment of the performance of other senior executives and compensation recommendations;
• compensation governance to ensure the Corporation is able to attract, motivate and retained qualified personnel in order to meet Bombardier's business objectives;
• incentive compensation and equity-based plans and bonus payouts;
• our executive compensation disclosure;
• modifications to the Corporations' pension plans;
• occupational health and safety matters; and
• adequacy of policies and procedures regarding social issues, including employment equity, harassment and discrimination, and compliance therewith.

As a general practice, the Chair of the Board of Directors, the President and Chief Executive Officer, and the Senior Vice President, People and Sustainability attend the meetings of the HRCC. They do not have the right to vote on any matter before the HRCC. They do not participate in discussions concerning their own compensation and are required to leave the meetings when appropriate.

For more information about the HRCC and executive compensation governance, see Section 5 of this Circular.

COMPENSATION ADVISORS

In February 2011, the HRCC retained Meridian Compensation Partners ("Meridian") to act as its independent advisor. The executive compensation consulting services provided by Meridian during the financial year ended December 31, 2024 include attendance and presentations at HRCC meetings, reviewing and providing advice on compensation related decisions and reporting on compensation trends and practices. The HRCC did not direct Meridian to perform its services in any particular manner. Ultimately, the decisions are taken by the HRCC and may reflect factors and considerations other than information and recommendations provided by Meridian.

During the financial year ended December 31, 2023, the CGNC also engaged Meridian to advise on board compensation trends and practices. The HRCC is satisfied with the independence of Meridian.

In addition, as part of the Corporation's regular practice, management sought the services of the management consultant firm, Mercer (Canada) Limited ("Mercer"), for ad hoc requests relating to the Corporation's compensation programs, policies and practices. However, Mercer has not been retained to assist the Board of Directors or the HRCC in determining compensation for any of the Corporation's directors or executive officers.

The table below summarizes the fees paid to Meridian, the independent compensation advisor retained to assist the Board of Directors or the HRCC in determining compensation for directors or executive officers, for services provided during each of the financial years ended on December 31, 2024 and December 31, 2023.

	Financial Year Ended December 31, 2024 (\$)	Financial Year Ended December 31, 2023 (\$)
Mandates and Fees	Meridian
Executive Compensation Related Fees	18,100(1)	26,300(1)
All Other Fees	—	7,691(1)
Total Fees	18,100(1)	33,991(1)

(1) Fees were converted from Canadian dollars to US dollars based on an average exchange rate of 0.7302 during the year ended December 31, 2024 and on an average exchange rate of 0.7411 during the year ended December 31, 2023.

AUDIT COMMITTEE	NAMES(1)
100% Independent and met four times in 2024	Diane Giard (Chair) Rose Damen Bettina Fetzer Anthony R. Graham

(1) Bettina Fetzer commenced on the Board of Directors and as a member of the Audit Committee effective January 1, 2025. Ji-Xun Foo and Eric Sprunk were previously members of the Audit Committee but ceased as directors at the close of the Board of Directors' meeting held on November 6, 2024.

All four current members of the Audit Committee have experience reviewing financial statements and dealing with related accounting and auditing matters. Each member is financially literate within the meaning of NI 52-110. This means each member is able to read and understand a set of financial statements that are similar in the breadth and level of complexity of accounting issues that can reasonably be expected to be raised by the Corporation's financial statements. Please refer to "Election of Directors of Bombardier" in Section 2 and to the Skills Matrix hereinafter for more information on the skills and experience of the members of the Audit Committee.

The Audit Committee assists the Board in fulfilling its obligations for overseeing financial reporting and audit matters, as well as monitoring risk management matters, of the Corporation.

Some of the key responsibilities of the Audit Committee are to (please see the Committee's charter, available at bombardier.com/en/about/our-governance, for full details):

• oversee the integrity of our financial statements and financial reporting process, including the Corporate Audit Services and Risk Assessment (CASRA), and financing activities of the Corporation;
• oversee the qualifications and independence of our external auditors, and the work of our financial management team and external auditors;
• provide an open avenue of communication between the external auditors and the Board of Directors;
• reviewing financial disclosures and monitoring policies regarding disclosures and communications with the public;
• ensure that an appropriate system of internal accounting and financial controls, and appropriate risk management frameworks, are maintained in view of the risks and exposures facing the Corporation;
• monitor risks related to financing activities of the Corporation and retirement plan fund management; and
• oversee risks related to environmental matters, and ensuring adequate procedures are in place for any ESG-related metrics that are disclosed in Bombardier's ESG Report or otherwise.

The Audit Committee regularly monitors the adequacy and effectiveness of the disclosure controls and systems of internal control of the Corporation through the reports provided by management or Ernst & Young, as the case may be. The Audit Committee receives quarterly reports regarding ethics and compliance issues, including reporting related to the Code of Ethics, investigations, awareness, risk management, and KYC due diligence performed on proposed sales or other transactions, as required by relevant policies of Bombardier. The Audit Committee also receives quarterly reports on cybersecurity and relevant IT and other technology developments and transformations at the Corporation.

The Audit Committee performs an annual assessment process to assist in making its recommendation to the Board of Directors in relation to the appointment of the Corporation's external auditors, Ernst & Young. The Board of Directors approved the recommendation of the Audit Committee to recommend to shareholders the re-appointment of Ernst & Young as Bombardier's external auditors for the ensuing year.

As a general practice, all meetings of the Audit Committee are attended by the Chair of the Board of Directors and the President and Chief Executive Officer, as well as the Executive Vice President and Chief Financial Officer, the Vice President Controller and Chief Accounting Officer and the Director of Internal Audit, and by representatives of Ernst & Young. They do not have the right to vote on any matter before the Audit Committee. During such meetings, the Audit Committee also holds private sessions with each of the President and Chief Executive Officer, the Executive Vice President and Chief Financial Officer, the Director Internal Audit, and the independent auditors to discuss various topics of interest.

You can find more information about the Audit Committee in our 2024 Annual Information Form under the section entitled "Audit Committee Disclosure", which is available on our website bombardier.com/en/investors/financial-reports and on SEDAR+ (www.sedarplus.ca).

External auditor services and fees

The Audit Committee has policies and procedures for the pre-approval of engagement for services of our external auditor, Ernst & Young, which require pre-approval of all audit and non-audit services provided by the external auditor. The Audit Committee approves the annual audit plan of Ernst & Young, and any amendments thereto, and the fees payable for the external audit. The table below shows the fees for services that Ernst & Young billed Bombardier for each of the financial years ended December 31, 2024 and 2023:

Fees	Fiscal Year Ended December 31, 2024	Fiscal Year Ended December 31, 2023
Audit fees	\$2,800,000	\$3,052,000
Audit related fees	\$ 705,000	\$ 593,000
Tax fees	\$1,512,000	\$1,359,000
All other fees	\$ —	\$ 5,000
Total Fees	\$5,017,000	\$5,009,000

In the table above, the terms in the column "Fees" have the following meanings: "Audit fees" refers to all fees incurred with respect to audit services, being the professional services rendered by the Corporation's independent auditors for the audit of its consolidated annual financial statements and those of its subsidiaries and the review of the Corporation's quarterly consolidated financial statements as well as services normally provided by the Corporation's independent auditors in connection with statutory and regulatory filings and engagements; "Audit-related fees" refers to the aggregate fees billed for assurance and related services by the Corporation's independent auditors that are reasonably related to the performance of the audit or review of its consolidated financial statements and are not reported under "Audit fees" including audits of the Corporation's employee benefit plans and other attest services, as well as due diligence and other related services; "Tax fees" refers to the aggregate fees billed for professional services rendered by the Corporation's independent auditors for tax compliance, expatriate and global mobility compliance services, tax advice and tax planning, including the preparation or review of tax returns, transfer pricing documentation and assistance with tax audits, rendered to the Corporation and its many subsidiaries around the world; and "All other fees" refers to the aggregate fees billed for products and services provided by the Corporation's independent auditors, other than "Audit fees", "Audit-related fees" and "Tax fees", consisting primarily of cybersecurity risk assessment services. The Audit Committee has considered whether the provision of services other than audit services is compatible with maintaining the independence of the Corporation's independent auditors. The Audit Committee has adopted a policy that prohibits the Corporation from engaging its independent auditors for "prohibited" categories of non-audit services and requires pre-approval by such Committee of audit services and other services within certain permissible categories of non-audit services.

Internal controls

The Board of Directors, through the Audit Committee, is responsible for overseeing our internal controls, including controls over accounting and financial reporting systems. Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting to provide reasonable assurance that public reporting of our financial information is reliable and accurate, our transactions are appropriately accounted for, and our assets are adequately safeguarded. The Director of Internal Audit reports at least quarterly to the Audit Committee on the results of the work of the Corporate Audit Services and the Risk Assessment (CASRA) function of the Corporation.

Cybersecurity oversight and risk management

The Board of Directors exercise oversight and control over Bombardier's overall risk management framework, with the Audit Committee having primary responsibility to monitor and review the Corporation's risk management policies, procedures and controls, including in respect of cybersecurity risks. Our Executive Vice-President responsible for information technology (IT) and transformation matters, with the support of our Chief Information Security Officer and our Chief Information Officer, provides presentations to the Audit Committee on a quarterly basis regarding cybersecurity and relevant IT and other technology developments at the Corporation. In 2024, these presentations included, among other topics, the status of cybersecurity monitoring, developments to strengthen cybersecurity infrastructure and processes, initiatives to increase

employee awareness of cyber threats, and explaining the introduction of AI tools to support certain operations or tasks. The Audit Committee is informed of cybersecurity incidents, if any, including any impacts on our operations and how they were managed. The Chair of the Audit Committee provides a verbal report to the full Board of Directors regarding key points covered during the meeting of the Audit Committee, including in respect of any relevant cybersecurity or IT matters. In 2024, all members of the Board of Directors also completed an online training module regarding protocols in the event of and managing cybersecurity threats.

At the management level, we have established a Cyber Security Governance committee, with representatives from various functions in the company, including IT services, legal, data privacy, risk management and others. The committee meets monthly to discuss updates and oversight on cyber events and activities. The committee also meets quarterly with our Corporate Audit Services and Risk Assessment (CASRA) function in order to discuss and align on IT and cyber risks. We maintain a risk register of identified cyber and IT related risks, which is monitored and maintained monthly, and reported to our cyber and IT leadership. As part of our ongoing cybersecurity program preparedness, we conduct regular penetration tests of key IT systems, perform several table-top exercises a year to test response plans for cyber incidents such as ransomware events, as well as running regular vulnerability scans and assessments of our IT systems.

Disclosure policy and communications

The objective of the Corporation's disclosure policy is to ensure that communications to the investing public about Bombardier are (i) timely, factual and accurate, and (ii) disseminated in a fair and impartial manner in accordance with all applicable legal and regulatory requirements.

Among other matters, the policy outlines how Bombardier should interact with analysts, investors, the media and other people, and contains measures intended to ensure compliance with its timely disclosure obligations and avoid making selective disclosure of information. The Audit Committee has the responsibility under its charter for monitoring this policy and recommending any changes to the Board of Directors, as appropriate.

Each of the Board of Directors and the Audit Committee reviews and, where required, approves Bombardier's annual and quarterly financial statements and related management's discussion and analysis, and any press releases containing financial results or earning guidance, prior to their public dissemination and/or filing on SEDAR+.

In addition, the Board of Directors is committed to engaging with shareholders and all of Bombardier's stakeholders. There is an internal engagement process to respond to questions and concerns raised by shareholders and other stakeholders pursuant to which all communications from shareholders and other stakeholders are referred to the appropriate executive for response, consideration or action. If and when significant issues are raised, management will in a timely manner advise the Board of Directors of such matters. Bombardier communicates with its shareholders and other stakeholders, securities analysts and the media regularly on developments in its businesses and results, through its annual and quarterly financial reports and, when needed, reports to shareholders, press releases and material change reports.

In addition, the Corporation holds conference calls intended for investors and financial analysts to review the Corporation's financial results, to which all stakeholders may listen by telephone. A live webcast of each such call and relevant financial charts are also made available at www.bombardier.com/en/investors, as well as a replay shortly after the end of the webcast. The Corporation also occasionally hosts an Investor Day event featuring updates from executives on Bombardier's progress on its business plan, followed by a Q&A session. For all media, shareholders and other stakeholders, a live webcast and relevant financial charts in support of the event are made available at www.bombardier.com/en/investors, and as of the following day, a replay of the webcast at the same address. In addition, in 2024, members of the Corporation's management team engaged shareholders and shareholder advocacy groups via calls, in-person meetings, industry conferences, tradeshows and executive tours to better understand their views about Bombardier's governance and practices, or to discuss publicly available information about Bombardier's business strategy and operations or more focused matters (see the header "Shareholder engagement and other stakeholders" herein after in this Section 4 for more details).

Insider trading and blackout periods policy

Our Disclosure Policy governs how our directors, officers, employees, consultants and other insiders may trade, or are prohibited from trading, in Bombardier securities, particularly in the context of when an individual may have non-public material information about the Corporation and its business. Directors, executive officers and other insiders are required by the Policy and our Code of Ethics to fulfil and abide by all insider reporting requirements under applicable securities law. The Policy establishes quarterly blackout periods when our financial statements are being prepared but are not yet public, prohibiting Directors, senior officers, and select other employees or consultants who may have knowledge of or access to material financial information from trading in Bombardier securities. Special blackout periods may also be prescribed from time-to-time, as a result of special circumstances, pursuant to which certain officers, employees, consultants and insiders are precluded from trading in Bombardier securities.

Leadership structure

The Board of Directors reviews and considers the most suitable leadership structure from time to time. At present, the Board of Directors has chosen to separate the roles of President and Chief Executive Officer and Chair of the Board of Directors. Maintaining separate positions for these two roles allows the Board of Directors to be more efficient and objective in overseeing the Corporation's business and holding management accountable for the Corporation's activities.

Furthermore, the Board of Directors appointed an independent Lead Director, considering that the Chair of the Board is not an independent director. Our current Lead Director, Douglas R. Oberhelman, chairs each in camera meeting (or in camera portion of a meeting) of the Board of Directors with the other independent directors, and conveys to the Chair of the Board of Directors, and/or the President and Chief Executive Officer, as the case may be, any comments, questions or suggestions raised during such meetings.

Role and responsibilities of the Chair of the Board of Directors and the President and Chief Executive Officer

The mandate of the Chair of the Board of Directors provides that Pierre Beaudoin is responsible for ensuring that the Board of Directors carries out its responsibilities effectively and clearly, notably in supervising the management of the Corporation's business and affairs. His specific responsibilities include providing leadership to enhance the Board of Directors' effectiveness and ensuring that it works as a cohesive team, and representing the Corporation in certain customer relations and conferences. He is also responsible for ensuring the quality and continuity of the Board of Directors by reviewing its performance and that of its committees and individual directors, making sure the skills and competencies of individual directors are incremental to the Board of Directors as a whole.

Éric Martel, our President and Chief Executive Officer, together with our management team, directs the day-to-day operations of the Corporation in a manner consistent with the strategic and business plans, operating plans and budgets approved by the Board of Directors. As such, Mr. Martel makes recommendations to the Board of Directors on matters of corporate strategy and policy. He also is principally responsible for managing Bombardier's commercial and internal affairs, and for representing Bombardier to the public, external stakeholders and other groups. Each year, the HRCC assesses the performance of Mr. Martel in achieving the objectives and goals of the operating plans and budgets, and makes recommendations to the Board of Directors in relation to his compensation.

Committee chairs

The Chair of each committee of the Board of Directors is responsible for leading the work of the committee and, as such, for ensuring that it works cohesively and that it has adequate resources, and relevant and timely information, to support its work. The Chair also ensures that the timing, organization and procedures of committee meetings allow sufficient time for serious consideration and discussion of relevant issues. The Chair presides the committee's meetings and works with senior management in setting the agendas therefor. The Chair acts as a liaison with management in relation to the committee's work, and provides a report at each subsequent meeting of the Board of Directors in relation to the committee's deliberations, decisions and recommendations.

Skills matrix

The following chart summarizes the primary competencies of our directors that we believe are required to effectively oversee and manage the business of the Corporation. The lack of a check mark does not mean that the director nominee does not possess that qualification, skill or experience, but rather those with check marks represent the primary areas of expertise that the director brings to the Board of Directors.

	Beaudoin Pierre	Bissonnette Joanne	Bombardier Charles	Damen Rose	Bettina Fetzer	Fontaine Diane	Diane Giard	Anthony R. Graham	Martel Éric	Oberhelman Doug R.	Rogers-Hixon Melinda	J. Allen Smith	Antony N. Tyler
Senior executive/strategic growth leadership	✔			✔	✔		✔	✔	✔	✔	✔	✔	✔
Industry experience/knowledge	✔	✔	✔						✔				✔
Operations/manufacturing activities	✔			✔					✔	✔
Brand/customer experience and sales		✔		✔	✔	✔			✔		✔	✔
International experience	✔		✔	✔	✔			✔	✔			✔	✔
Financial literacy and accounting				✔	✔	✔	✔	✔		✔		✔
Human resources, compensation and labour								✔			✔		✔
Governance		✔	✔			✔	✔			✔
Corporate social responsibility			✔							✔	✔
Capital markets and investor relations					✔	✔	✔					✔
Risk management/cybersecurity							✔	✔			✔
Government/regulatory affairs	✔												✔

Senior executive/strategic growth leadership Experience as a Chair or senior executive officer, including experience driving strategic direction and leading growth and/or innovation, of a publicly listed corporation or major organization.

Industry experience/knowledge Strong understanding of the aerospace industry and/or the defense industry.

Operations/manufacturing activities Senior executive experience leading/managing operations or manufacturing activities.

Brand/customer experience and sales Experience in a highly customer-centric products and services company.

International experience Senior executive experience working in a publicly listed corporation or major organization carrying on business in one or more countries and/or continents.

Financial literacy and accounting Experience with, or understanding of, financial accounting and reporting, internal financial controls and corporate finance, and familiarity with Canadian or US GAAP and/or IFRS.

Human resources, compensation and labour Experience with, or understanding of, executive compensation, incentive-based compensation and benefits programs, pension plans, talent recruitment and management, succession planning, leadership development, workplace culture, and management of organized labor in a large operating company.

Governance Experience with, or understanding of, leading corporate governance practices and accountability of a publicly listed corporation or major organization.

Corporate social responsibility Experience with, or understanding of, corporate social responsibility and sustainability initiatives and best practices, occupational health and safety and other ESG factors, including specific issues related to the environment, climate change and the management of sustainability related risks and opportunities, and their relevance to the company's business and strategy.

Capital markets and investor relations Experience with, or understanding of, corporate finance, complex financial transactions, investment banking and mergers & acquisitions, as well as investor relations, corporate reputation and stakeholder management.

Risk management/cybersecurity Experience with, or understanding of, internal risk controls, risk assessment, risk management and/or reporting, including with respect to governance of information systems and technology and cybersecurity.

Government/regulatory affairs Experience with, or understanding of, the workings of government and public policy, both domestically and internationally.

Assessment of the board

Each year, the members of the CGNC conduct an evaluation of the performance and effectiveness of the Board of Directors and its committees. Each director completes a comprehensive written survey to assess the Board of Directors and each of its committees. Topics include the key responsibilities, size, composition and effectiveness of the Board of Directors and of each of its committees. In addition, directors who are member of a committee, complete an assessment questionnaire that addresses more specifically the support, resources, and information that the committee receives in order to carry out its responsibilities, as well as the size, composition and effectiveness of the committee in fulfilling its mandate. A summary of the results of each assessment is reviewed by the CGNC and the Chair of the Board of Directors. A summary of the results is also discussed with each of the Board of Directors, the Audit Committee and the HRCC with respect to their respective assessment. The annual assessment of the performance of the Board of Directors and its three committees also provides an opportunity to review, and if deemed appropriate, suggest modifications to their respective mandate or charter.

The CGNC also periodically assesses, with the Chair of the Board of Directors, the operation and strategic direction of the Board of Directors and its committees, their respective size, composition and structure, and the findings and conclusions are presented to the Board of Directors.

Each year, the Corporate Secretary also meets individually with each non-executive director to obtain more qualitative feedback on the performance and effectiveness of the Board of Directors and its committees, as well as their views on a number of topics related to the functioning of the Board and its committees, including meeting logistics, the adequacy of information provided to the directors, communication between the Board of Directors and management, continuing education of the directors, and suggested process improvements for the Board of Directors and its committees to more effectively carry out their roles and responsibilities. The Corporate Secretary discussed the feedback with the Chair of the Board, and subsequently presented a summary to the CGNC and to the Board, on an anonymized basis.

Retirement age policy and term limits

Under the retirement age policy for the directors of the Corporation, any director who turns 72 years of age prior to the next annual shareholders' meeting has to submit their resignation by the February Board of Directors' meeting of the same year to the Chair of the Board of Directors and the CGNC. They then evaluate whether to accept this resignation depending on the needs of the Board and circumstances of Bombardier at that time. If the resignation is not accepted, each subsequent year, it will again be evaluated. If accepted, however, the resignation will become effective at the close of the next annual meeting of shareholders.

The director Douglas R. Oberhelman is 72 years of age at the date of this Circular. Considering the recent resignations of the directors Ji-Xun Foo and Eric Sprunk for personal reasons at the close of the Board of Directors meeting held on November 6, 2024, as well as the particular background and experience of Mr. Oberhelman and his contributions to the Board (including as independent Lead Director), the Chair of the Board and the members CGNC discussed (without Mr. Oberhelman present) and agreed to waive the application of the retirement age policy with regards to Mr. Oberhelman for the 2025 Meeting, in order to provide adequate time to find a suitable replacement for him. The other members of the Board of Directors were fully supportive of this decision.

While term limits can help ensure that the Board of Directors has a fresh perspective, the imposition of such a limit would deprive the Board of Directors of the contributions of longer-serving directors who have acquired a deeper knowledge and understanding of Bombardier over time. Rather than setting term limits for directors, Board renewal is considered in the context of determining the long-term needs of our Board of Directors. This is facilitated by an annual review and assessment of the performance of the Board of Directors and its committees, and by balancing the depth of corporate memory with new perspectives. The Board of Directors does not believe that long tenure impairs a director's ability to act independently of management.

Average tenure of the 13 nominees for election	Age limit	Term limit	Other mechanisms for Board renewal
7 years	72 years of age prior to the next annual shareholders	None	Annual review and Board assessment process
	meeting

Recruitment and election of directors

The CGNC, composed of four independent members, has the responsibility of (i) annually reviewing the credentials of nominees for election or re-election as directors, (ii) monitoring the size and composition of the Board of the Directors and its committees to ensure an effective decision-making process and (iii) submitting its recommendations to the Board of Directors. The CGNC and the Board are of the view that the size and composition of the Board, as well as the mix of talents, quality and skills of the 13 nominees for election as directors at the Meeting, are well suited to Bombardier's current strategic and business needs, and allow for its efficient functioning as a decision-making body and to promote sound governance.

We use a skills matrix to assess the composition of the Board of Directors and identify gaps or emerging skills that may be important to the business. In consultation with the Chair of the Board of Directors, the CGNC determines appropriate selection criteria, including any additional skill sets deemed to be beneficial, when considering Board candidates, by taking into account Bombardier's current circumstances and needs, whenever new directors are being recruited.

Taking a strategic approach in connection with the Board succession process, the members of the CGNC focus their attention on (i) better assessing the functional expertise, experience, skills and backgrounds of the current directors in light of the needs of the Board and the Corporation, including the extent to which the current composition of the Board reflects a diverse mix of knowledge, experience, skills and backgrounds, (ii) determining and anticipating the future needs of the Board of Directors based on the evolution of the business of the Corporation and its external environment; and (iii) identifying the most suitable candidates in order to be in a position to fill an opening on the Board, given the prevailing and projected circumstances for the Corporation.

We engage external consultants, as needed, to identify director candidates from a broad and diverse pool, based on the criteria, skills, experience and other criteria, we are prioritizing at the time to guide the search process. Our Board Chair Pierre Beaudoin, in cooperation with the members of the CGNC, leads the process in identifying potential candidates as directors. The members of the CGNC examine such candidacies and make appropriate recommendations to the Board of Directors. Prior to agreeing to join the Board, a candidate is fully informed of the workload and time commitment requirements.

Our success in recruiting several highly qualified independent directors in recent years demonstrates the effectiveness of our Board renewal process.

Board interlocks

In order to strengthen the independence of its members, it is a policy of our Board of Directors that no more than two directors may serve together on the same board or committee of another publicly traded company, unless otherwise agreed to by the CGNC. As of the date of this Circular, there were two board interlocks among our directors:

Other public company	Bombardier Director	Committee member of the other public company
BRP Inc.	Pierre Beaudoin	Human Resources and Compensation Committee Nominating, Governance and Social Responsibility Committee
	Charles Bombardier	Investment and Risk Committee
Power Corporation of Canada	Pierre Beaudoin	Related Party and Conduct Review Committee
	Anthony R. Graham	Human Resources Committee (Chair) Governance and Nominating Committee

Overboarding

In order to ensure they are able to devote the time and effort necessary to be effective members, it is a policy of the Board of Directors that: (a) Directors who are a full-time CEO or other senior officer of a publicly traded company should not serve on the board of more than one other public company in addition to Bombardier's Board; (b) Bombardier's CEO should not serve on the board of more than one other public company in addition to Bombardier's Board, and should not serve on the board of any other publicly traded company where the CEO of that other company serves on Bombardier's Board; and (c) directors who (i) have full-time employment with non-public companies, (ii) have full-time employment with public companies but not as CEO or in a senior executive position, or (iii) do not have full-time employment, should not serve on the boards of more than four publicly traded companies in addition to Bombardier's Board. As at the date of this Circular, our Chief Executive Officer Éric Martel does not serve on the board of any other publicly traded company. Please see "Election of the Directors of Bombardier" in Section 2 hereof for more information on the current directorships of our nominees for election as directors.

Orientation and continuing education programs

The CGNC is responsible for overseeing Bombardier's director orientation and continuing education programs:

- Orientation programs for new directors: We have an orientation program for new directors, which allows them to participate in several meeting sessions with our senior leadership team to learn about, among other matters, the Corporation's strategic plan and current priorities, the business units and their operations, the Corporation's financial condition and financial statement processes and controls, and the governance, mandates and roles of our Board and its committees. New directors are also given tours of our operating facilities in the Montreal area.

In addition, new directors are furnished with appropriate documentation, including a director's manual, providing them with information about, among other matters, our corporate governance practices, the structure of and the mandates/ charters of our Board and its committees setting forth their respective roles and responsibilities, our history, our current commercial activities, our corporate organization, our Restated Articles of Incorporation and by-laws, our Code of Ethics and other relevant corporate policies.

The meetings in which new directors participate (including the annual sessions for the review of strategic orientation and operating plans and budgets of the Corporation), as well as discussions with other directors and with Bombardier's executives, allows new directors to familiarize themselves rapidly with Bombardier's business and operations.

- Continuing education program for directors: Management or external speakers regularly give presentations during the meetings of the Board of Directors and its committees, or as stand-alone sessions, to the directors on critical aspects of our business and developments, including market, political and regulatory trends impacting our industry. Management also regularly updates the Board of Directors and its committees with respect to new requirements or emerging best practices in governance, compensation, disclosure and sustainability matters. Written detailed reports or studies, prepared by management or external consultants, are also occasionally provided to the directors covering relevant topics about Bombardier's business, marketplace, competitive landscape or operations.

We also encourage our directors to pursue continuing education activities which could provide them with information as to the best practices associated with boards and committees and as to emerging trends that may be relevant to their role as directors. Directors can also enhance their skills and knowledge by attending external seminars and conferences.

Visits of our various facilities are also arranged, from time to time, for our Board of Directors, and individual visits may also be done upon request to further acquaint directors with the Corporation's operations and to foster engagement with local employees and other stakeholders.

• 2024 Date Subject Attendees(1) Presenters February 7 April 24 July 24 November 6 Updates on general economic trends, aerospace and business jet industry indicators, customer base and key competitors Entire Board • President and CEO • EVP and CFO February 6 April 23 July 23 November 4 • Updates on legislative developments and best practices with respect to climatechange and sustainability related financial reporting and disclosure requirements, including the Corporation's current practices and preparations for future disclosure • Review of mandatory sustainability reporting requirements CGNC Audit Committee (February 6 only) • SVP, People and Sustainability • SVP, General Counsel and Corporate Secretary • VP, Human Resources Information Systems and Sustainability February 6 April 23 July 23 November 5 Updates on topics related to audit committee governance and audit best practices Audit Committee • EVP and CFO • VP, Controller and Chief Accounting Officer • Director, Internal Audit • external auditor partner February 6 April 23 July 23 November 5 Updates on ethics & compliance governance and best practices, and review of the Corporation's practices and developments Audit Committee • President and CEO • VP, Chief Ethics and Compliance Officer February 6 Presentation on Bombardier Defense's successful participation in a major program for the U.S. Army Entire Board • VP, Bombardier Defense
• - 2024 Continuing Education: The following table sets out the key presentations to, and learning opportunities of, the directors that were made or arranged by management of the Corporation during fiscal year 2024:

2024 Date	Subject	Attendees(1)	Presenters
February 6 April 23 July 3 November 5	Updates on cybersecurity and on digital transformation, including artificial intelligence	Audit Committee	• EVP, Manufacturing, IT and Bombardier Operational Excellence System • Chief Information Security Officer • Chief Information Officer
February 6 July 23	Updates on safety management systems, governance, policies and practices	CGNC	• President and CEO • EVP, Manufacturing, IT and Bombardier Operational Excellence System • EVP, Bombardier Aftermarket Services & Strategy • SVP, Engineering and Product Development • VP, Quality
February 6	Updates on forced labour and child labour legislative developments and reporting requirements	CGNC	• SVP, General Counsel and Corporate Secretary • Senior Director, Corporate Securities and Governance • Senior Legal Counsel
February 6	• Update on market trends and practices regarding executive compensation programs • Review of risk assessment governance obligations, and requirements under securities law, regarding executive compensation policies, practices and disclosure	HRCC	• SVP, People and Sustainability • Senior Director, Total Rewards • external compensation advisor (Meridian)
July 23	Update on global and Canadian tax rules and developments	Audit Committee	• EVP and CFO • VP, Controller and Chief Accounting Officer • VP, Taxation
July 23 November 5	Review of executive share ownership market trends and valuation practices	HRCC	• SVP, People and Sustainability • external compensation advisor (Meridian)
July 23	Review of proxy circular disclosure best practices and guidelines, and benchmarking	CGNC	• SVP, General Counsel and Corporate Secretary • Senior Director, Corporate Securities and Governance
November 4	Onsite visit to the Corporation's manufacturing facilities at Pearson Airport, Mississauga, Ontario	Entire Board	• President and CEO • EVP and CFO • EVP, Programs and Supply Chain • EVP, Aircraft Sales & Bombardier Defense • EVP, Manufacturing, IT and Bombardier Operational Excellence System • EVP, Bombardier Aftermarket Services & Strategy • SVP, Engineering and Product Development • SVP, People and Sustainability • SVP, General Counsel and Corporate Secretary • VP, Communications, Marketing and Public Affairs • VP, Chief Ethics and Compliance Officer • local facility managers

2024 Date	Subject	Attendees(1)	Presenters
November 5	Strategic discussions including of macro economic indicators, key industry, supplier and market dynamics, regulatory changes, competitive landscape, sales processes, supply chain, business growth, and innovation	Entire Board	• President and CEO • EVP and CFO • EVP, Bombardier Aftermarket Services & Strategy • EVP, Aircraft Sales & Bombardier Defense • EVP, Programs and Supply Chain • EVP, Manufacturing, IT and Bombardier Operational Excellence System • SVP, Engineering and Product Development
November 5	Presentation on avoiding and managing litigation with clients and suppliers	Audit Committee	• SVP, General Counsel and Corporate Secretary • VP, Contracts & Legal Services, Aircraft Sales • Director, Legal Services
November 5	Presentation and discussion on U.S. and Canadian economic perspectives	Entire Board	• Executive from a major Canadian bank
November	Ethics & Compliance training modules on: 1. Uncovering and oversight of financial irregularities 2. Protocols and managing cybersecurity threats 3. Creating a respectful workplace and preventing harassment risks	Entire Board	Online training modules

(1) Attendees means those members of the Board of Directors or a committee who were in attendance of the meeting thereof on the dates indicated.

Conflict of Interests

To enable directors and officers to exercise independent judgment in considering a particular transaction or agreement in which a director or officer has a material interest, the following principles apply: (i) the director or executive is required to disclose to the Board of Directors any potential conflict of interest he or she may have in relation to a particular transaction or agreement before it is brought to the Board of Directors' attention for discussion and/or decision; and (ii) he or she will then be required, depending on the transaction or agreement in question, either to leave the meeting while the Board members are considering the particular transaction or agreement, or, while remaining present during the meeting, to refrain from participating in any way in the discussion or decision or vote taken by the Board of Directors.

Related Party Transactions

Under its charter, the Audit Committee is responsible for reviewing the presentation and impact of significant, unusual or sensitive matters, including with respect to related party transactions. The Audit Committee then reports to the Board of Directors on any such transactions. The Corporation did not have any material related party transactions during the 2024 fiscal year.

Diversity

The Board of Directors adopted a policy in 2015, and amended it in 2024, (the "Policy") which sets out the Corporation's objective to promote different perspectives and ideas within its Board and management positions. We believe the Policy's objective mitigates groupthink and improves oversight, decision-making, governance and performance. Having diverse perspectives on the Board and in management positions underscores the Corporation's commitment to fostering an environment of equal opportunity and inclusion for all individuals, regardless of background, at all levels of the Corporation.

BOARD OF DIRECTORS APPOINTMENTS

The Policy provides the composition of the Board of Directors should seek to attain a diversity of skills, personal qualities, geographical representation, business background, cultural background, experience and global expertise, as well as financial literacy and independence, all while considering the Corporation's changing circumstances and strategic needs. The CGNC is responsible for identifying and recommending, in consultation with the Chair of the Board and President and Chief Executive

Officer, candidates qualified to become Board members. In the process of searching for qualified persons to serve on the Board, the CGNC seeks qualified candidates beyond the networks of existing Board members and may retain an executive search firm to help meet the objectives under the Policy.

The main search criterion for Board candidates that are proposed to shareholders as candidates is to fulfil the Board's primary role of supervising the management of Bombardier's business and affairs with the objective of increasing profitability and enhancing shareholder value. As part of such selection process, the CGNC:

• takes into account that qualified candidates may be found in a broad array of organizations, including government, academic institutions, privately held businesses, non-profit organizations, trade associations and professions such as accounting and law, in addition to the traditional corporate environment;
• considers potential candidates from a variety of business, cultural and geographic backgrounds, among other relevant criteria, when determining the optimum composition and balance for the Board; and
• periodically reviews Board recruitment and selection criteria to ensure excellence through inclusion of diverse perspectives, which remains a component of any director search.

The Corporation has aspired to maintain a Board composition in which women represent at least 30% of all directors. As of December 31, 2023 and 2024, five of the thirteen (38%) and five of the eleven (45%), respectively, members of the Board were women, exceeding the target representation, and as detailed under "Election of Directors of Bombardier" in Section 2 of this Circular, six of our thirteen (46%) nominees for election to our Board at the Meeting are women. The Corporation is currently in the process of evaluating and taking steps to ensure compliance in the future with any applicable recently enacted Executive Orders and recently issued guidance by the U.S. Department of Justice regarding equal employment opportunity and U.S. antidiscrimination laws.

The Corporation has not adopted specific targets for representation on its Board of Indigenous Peoples, persons with disabilities or members of a visible minority, as defined in the Employment Equity Act (Canada). The CGNC believes that it currently has a high-performing and effective Board with the right mix of skills, competencies, experience and representation, which has been achieved through its established director recruitment process and selection criteria, and does not believe adopting such specific targets is warranted. As discussed hereinabove, the CGNC measures and considers a broad range of criteria in determining the ideal Board composition, which may include consideration of representation of designated groups among other criteria.

To ensure the objectives of the Policy regarding the quality of candidates and diversity of perspectives with respect to Board appointments are being effectively implemented, on a periodic basis, the CGNC assesses the effectiveness of the Board nomination process at achieving desired objectives and monitors the application of the Policy.

SENIOR MANAGEMENT APPOINTMENTS

The HRCC has the mandate to oversee the succession planning (including appointments and promotions) for the President and Chief Executive Officer and senior executive officer positions.

In fulfilling such role, the HRCC:

• considers candidates that are qualified based on their experience, education, expertise, personal qualities, and general and sector-specific knowledge;
• makes decisions on appointments and promotions on the basis of performance, skills and merit; and
• periodically reviews the recruitment and selection criteria to ensure that a diversity of perspectives remains a component of any executive officer search.

The Corporation has not adopted specific targets for representation on its executive officer team of women, Indigenous Peoples, persons with disabilities or members of a visible minority, as defined in the Employment Equity Act (Canada). As discussed hereinabove, the HRCC considers a variety of criteria as part of succession planning for executive officers in order to find the best persons to meet the Corporation's strategic needs that are critical to its success, which may include consideration of representation of designated groups among other criteria, but does not believe adopting specific targets is warranted. The Corporation believes that a holistic approach that supports equal opportunity and a respectful workplace fosters a merit-based system and inclusive environment for all employees and is preferable to adopting specific diversity targets.

For purposes of Canadian reporting obligations, the table below shows representation of the four designated groups under the Employment Equity Act (Canada) on our Board of Directors and our executive officer team as of the date of this Circular:

	As of March 7, 2025
Category	Objective	Number	Percentage
Women a. on the Board of Directors b. in executive officer positions	30% —	6 2	50% 18%
Indigenous Peoples a. on the Board of Directors b. in executive officer positions	— —	— —	— —
Visible minorities a. on the Board of Directors b. in executive officer positions	— —	— 1	— 9%
Persons with disabilities a. on the Board of Directors b. in executive officer positions	— —	— —	— —

As previously noted, the Corporation is currently in the process of evaluating and taking steps to ensure compliance with any applicable recently enacted Executive Orders and issued guidance by the U.S. Department of Justice regarding equal employment opportunity and U.S. anti-discrimination laws in 2025 and beyond.

Finally, our commitment to honesty and integrity is further reflected in our Code of Ethics pursuant to which we shall offer equal employment opportunities without regard to any distinctions based on age, gender, sexual orientation, disability, race, religion, citizenship, marital status, family situation, country of origin or other protected characteristics, in accordance with the laws and regulations of each country where we do business.

CEO leadership and succession planning for executive officers

The Board of Directors, through the HRCC, is responsible for overseeing Bombardier's leadership needs and ensuring that we have appropriate plans for an orderly succession of management. The Board of Directors and HRCC oversaw the succession planning and successful transition of Éric Martel to the position of Chief Executive Officer in 2020, when he succeeded Alain Bellemare. We have also been successful in recruiting and retaining other executive talent. Succession planning for senior officers below the CEO level is managed primarily by the CEO, who reports regularly to the HRCC, and includes identifying a pipeline of internal candidates to fill a sudden or unexpected gap that may arise in key roles and talent for leadership development opportunities.

Succession planning is a priority of the Board of Directors as part of its responsibility to ensure that the Corporation has a robust pipeline of leaders at executive and management levels, including for the President and CEO position. As provided in its mandate, the Board of Directors oversees the succession planning, including the appointment, training and monitoring, of senior management. The HRCC plays a key role in supporting the Board of Directors in its oversight of talent management and succession planning by reviewing the succession plan for the CEO and other executive roles. The HRCC reports to the Board of Directors on succession planning.

Leadership development and management succession planning

One of Bombardier's competitive foundations is to have great talent globally. To achieve its strategic objectives, Bombardier's integrated performance management process (PMP) ensures that employees and managements' goals, competencies and behaviors are aligned with business strategies, while optimizing their learning and development opportunities to become world-class leaders and experts in their field.

The Board of Directors, through the HRCC, ensures that Bombardier has a succession planning process in place for senior executive leaders and pertinent strategies to ensure the organization strengthens its leadership capabilities and overall talent pipeline.

In 2024, the succession management process has continued to be reinforced to further support Bombardier's business strategies, strengthen its talent plans and accelerate its successors' development to enhance the effectiveness, diversity, skills, knowledge and leadership. We have also concluded our second cohort of our High Potential Program which focused on accelerating the development of our top talent to become the best leaders. We have continued deploying our brand new First Line Leadership Program which aims to provide leadership skills to all our first line leaders by end of 2025. Near 70% of them have went through the program so far.

In 2025, we will continue to deploy initiatives, through our Bombardier Academy of Learning, that includes our First Line Leadership Program and other revamped development resources and programs. These initiatives will contribute to developing our leaders so they can drive Bombardier's success.

Sustainability and corporate social responsibility governance

Sustainability is an integral part of our enterprise strategy, and we are firmly committed to a sustainable and financially resilient future. Our vision is to be the leader of sustainable business aviation with the most advanced and environmentally responsible products, and with a creative, diverse and engaged workforce. We see the management of sustainability and climate related risks and opportunities as an inherent part of our success as a business. We track potential sustainability and climate related risks that are shaping our operating environment and develop and implement strategies to progress our performance across sustainability areas. In October 2021, we published our ESG plan with targets for 2025 and publish an annual report of our progress towards the plan.

Environmental footprint

The Corporation's plan is to reduce greenhouse gas emissions, energy consumption and waste from our products and services. To achieve this, the Corporation's strategies include increasing the efficiency of manufacturing processes and site operations, promoting the use of renewable energy, optimizing waste reduction and promoting the use of electric vehicles and more.

The CGNC oversees and monitors sustainability and climate development and performance, including Bombardier's ESG plan, the environmental footprint mentioned above, practices, related policies and disclosure with respect to sustainability. The Committee reviews Bombardier's sustainability reports in conjunction with the Audit Committee, which has specific oversight and responsibility for any published sustainability and climate related metrics. The CGNC typically meets four times a year and a sustainability update is included on the agenda of each meeting. Topics covered include a review of sustainability performance against the metrics, new developments in auditing and reporting, and key initiatives that advance the ESG plan. Following the CGNC meetings, the Chair of the Committee provides a summary to the Board to inform all directors of the quarterly sustainability updates. The Board approves all ESG reports on the recommendation of the CGNC and the Audit Committee. The Audit Committee and the HRCC also oversee certain elements of sustainability and climate related matters and disclosures.

Our Sustainability team leads the Corporation's sustainability practice, in consultation with a range of stakeholders, including our senior leadership. The sustainability team reports to our Senior Vice President, People and Sustainability, who, together with the President and Chief Executive Officer and other executive officers, are responsible for the development and evolution of our overall sustainability strategy, goals and programs. Our approach to sustainability is also described in the section entitled Sustainability Policies and Practices of our 2024 Annual Information Form, available on our website at www.bombardier.com/ en/investors/financial-reports and on the SEDAR+ website at www.sedarplus.ca

Shareholder engagement and other stakeholders

The Board of Directors and management recognize the importance of timely and meaningful feedback from shareholders and other stakeholders. Accordingly, the Corporation aims to facilitate open and constructive communication and to review its strategies to align them with best practices. The table outlines the Corporation's long-standing shareholder engagement practices:

Events	Who we engage with	Who engages	What we talk about
Annual General Meeting*	Shareholders (Institutional and retail)	• Chair of the Board • CEO • Senior management, as applicable	Business of the meeting (financial statements, appointment of independent auditors, director elections, advisory vote on executive compensation and other proposals for shareholder vote).
Quarterly earnings conference calls*	Financial analysts and shareholders (institutional and retail)	• CEO • CFO • Investor Relations	Most recently released quarterly financial and operating results, and an overview of business operations and strategies. Where applicable, we also discuss any announced amendments to our guidance, and how we are tracking to our annual targets and other financial objectives. Additionally, the conference calls include a question-and-answer session.
Periodic Investor Day*	Financial analysts and shareholders (institutional and retail)	• CEO • CFO • Senior management	Provide an overview on the strategic outlook, guidance, different business units' growth drivers as well as financial information.
Industry conferences, tradeshows, and executive tours (in Canada, the United States, Europe and Asia)	Financial analysts and institutional shareholders	• CEO • CFO • Senior management • Investor Relations	General economic, political and market conditions, and discussion of our previously disclosed business strategy and operations.
Regular meetings, calls and discussions	Financial analysts and institutional shareholders	• CEO • CFO • Senior management • Investor Relations	Information that is publicly available, including business strategy and operations, or more focused topics regarding ESG matters, industry trends, technology evolution, market dynamics and competitive landscape.
Ad hoc meetings	Shareholders (institutional and retail) and shareholder advocacy groups (e.g. Institutional Shareholders Services, Glass Lewis and Canadian Coalition for Good Governance) and credit rating agencies	• CEO • CFO • Senior management • Investor Relations • Treasurer	Governance, sustainability, executive compensation, capital structure, debt credit ratings and any other topics within the Board's mandate.

* Webcasts of these events and related documentation are posted for a period of time on the Corporation's website at bombardier.com/en/investors

We also communicate through a variety of channels, including news releases and disclosure documents, such as our annual report, annual information form, financial statements and management's discussion and analysis, management proxy circular and ESG Report, and our corporate website, which includes recent investor presentations with highlights of our business and strategic objectives, as well as governance information. We also publish a Pre-Owned Market Report, which includes information on key fleet indicators, value trends and market commentaries, and we participate in industry-specific focus working groups. We believe that the Corporation's approach reflects leading practice in shareholder and other stakeholder engagement.

Throughout the year, we also respond to any shareholder concerns and inquiries we receive. Shareholders may contact the Corporation via our Investor Relations Department, by phone: 514 240 9646 or by email: investors@bombardier.com. contact details are available on our Other website at bombardier.com/en/contacts/investors.

Ethical business conduct

The Code of Ethics (the "Code") addresses ethical conduct in our work environment, business practices and relationships with external stakeholders. The principles set out in the Code reflect Bombardier's belief that honesty and integrity foster a positive work environment that strengthens the confidence of all stakeholders. The Code is reviewed periodically and was updated in 2024 to reflect the evolution of laws, regulations and social context. The Code applies at all times, without exception, to all the directors and all of our employees and at every level, in every country and from every Bombardier legal entity (including any joint ventures where Bombardier has a majority/ controlling interest). The Code details the standards of behavior expected from everyone to whom it applies in their daily activities and in dealings with others, including how to deal with conflicts of interests. It does not foresee every situation that might arise. Rather, it identifies guiding principles to help one make decisions consistent with our values and reputation. The Code also outlines the key responsibilities of leaders within Bombardier which are to provide a model of high standards of ethical conduct and to create a work environment reflecting both the content and the spirit of the Code.

We conduct annual certification of the Code by which all office employees are required to reaffirm their commitment to the Code, acknowledging that they have read and respected it, and have no personal knowledge of any breaches of it. Bombardier also offers training to employees on the principles of the Code and its underlying policies and procedures. The Code is translated in 5 languages and is available on our website in each of the 5 languages. We have implemented strong compliance processes and a comprehensive training program to guide our employees in connection with their decision-making. Each of these tools is reviewed and updated on a continuous basis, the details of which are discussed in our annual ESG report.

Bombardier believes that good ethics and a strong commitment to corporate responsibility and sustainable business practices are essential for managing the challenges and opportunities of a rapidly changing global environment. To honour this commitment, Bombardier has been a signatory of the United Nations Global Compact (UNGC) since 2007 and is thus committed to actively promoting the 10 UNGC fundamental principles addressing human rights, labour, the environment and anti-corruption. Our Supplier Code of Conduct, which was reviewed and updated in June 2023, integrates these principles and is available in 8 languages via our website. Bombardier suppliers, service providers and consultants are expected to adhere to Bombardier's Supplier Code of Conduct when dealing with or acting on behalf of Bombardier. The VP, Chief Ethics and Compliance Officer, along with a dedicated team of professionals, oversees corporate efforts to promote an ethical work environment and business practices and ensures full adherence to applicable laws and regulations and strict compliance with the Code. He reports directly to the CEO and to the Audit Committee on a quarterly basis. In addition, Bombardier Ethics Line, a free, independent and confidential reporting system, is available through a secure website and/or call service centers offered in multiple languages, 24 hours a day, 7 days a week, anywhere in the world.

Section 5 : Executive compensation discussion and analysis

Executive compensation philosophy and principles

One of the most important responsibilities of the HRCC is to ensure that Bombardier attracts, retains and appropriately incentivizes current and prospective members of the leadership team. The Corporation's executive compensation program plays a key role in meeting this responsibility. In setting the Corporation's compensation structure and levels, the Corporation is guided by a number of fundamental principles, including:

• Recognizing that Bombardier competes for the best executive talent globally. Competition in aerospace is fierce and the playing field is rarely level. To succeed, Bombardier needs proactive and disciplined leaders who are capable of recognizing and responding to rapidly changing market conditions while engaging a global workforce to drive continuous improvement. This is a unique skill set and the pool of qualified candidates is limited, which means Bombardier competes for the best executive leadership talent globally.
• Market-based compensation is critical to attracting and retaining the best leaders. To succeed in a complex and highly competitive environment, the Corporation's compensation packages must be market-based. To ensure this goal is achieved, the HRCC, with the assistance of independent compensation advisors, conducts extensive benchmarking against other global companies of comparable size and complexity. These benchmarking practices, which are described in detail below, are designed to ensure that total executive compensation is in-line with that of our competitors in relevant and comparable markets.
• Executive pay is aligned with performance that creates shareholder value. The majority of Bombardier's executive compensation – over 75% in the case of the Corporation's most senior executives – is not guaranteed. Rather, it is linked to Bombardier achieving pre-established targets. These targets, described in detail below, are closely aligned with the Corporation's strategic plan and the creation of long-term shareholder value. This incentive-based compensation structure reflects industry best-practices, and is designed to motivate executives to achieve and surpass key performance goals, which in turn are expected to drive shareholder value over the long term.

The following Compensation Discussion and Analysis will explain how these principles were taken into account in setting the 2024 executive compensation at Bombardier.

In 2024, the Corporation took a significant step forward. We remained focused on executing our plan and ensuring that the fundamentals of our business remained central to delivering strong performance. Some of the notable achievements include:

FINANCIAL RESULTS

Revenues beat guidance and grew year-over-year to \$8.7 billion, driven by record service performance exceeding \$2.0 billion, and 146 aircraft deliveries.

Adjusted EBITDA(1) up 11% year-over-year to \$1.36 billion, and adjusted EBITDA margin(2) reached 15.7%. Full-year reported EBIT reached \$878 million.

Net income and adjusted net income(1) were \$370 million and \$547 million respectively. Diluted EPS(3) reached \$3.40, while adjusted EPS(2) was up 31% year-over-year, from \$3.94 to \$5.16.

Free cash flow(1) generation of \$232 million; reported cash flows from operating activities(3) and net additions to PP&E and intangible assets were at \$405 million and \$173 million respectively.

Backlog(4) up year-over-year to \$14.4 billion as at December 31, 2024. Unit book-to-bill(5) of 1.0 demonstrates consistent demand.

Solid progress on deleveraging sees approximately \$400 million debt reduction(6)(7) launched in 2024, adjusted net debt to adjusted EBITDA ratio(2) was reduced from 3.3x in 2023 to 2.9x. Further balance sheet strengthening with the purchase of approximately \$635 million in annuities(8) for some pension plans. Available liquidity(1) of \$2.1 billion; cash and cash equivalents were \$1.7 billion as at December 31, 2024.

BUSINESS RESULTS

Unveiling new corporate brand identity and strong future growth potential at Investor Day 2024(9). On May 1, 2024, at its Investor Day event held at the newly opened Aircraft Assembly Center at Pearson Airport in Toronto, Bombardier highlighted its strong performance since 2020 and outlined its growth strategies for 2030. The company shared progress on key initiatives, including the expansion of Bombardier Defense, continued growth in Services, and increased involvement in the pre-owned market. Additionally, Bombardier reaffirmed its focus on sustainability, operational excellence, and product innovations, while prioritizing business initiatives that generate high ROIC, aimed at diversifying revenue streams and enhancing business resilience. The event also provided an opportunity to showcase Bombardier's corporate brand, highlighting the company's continued evolution and its strategic direction moving forward.

Continued focus on deleveraging, reinforcing financial flexibility. In 2024, Bombardier refinanced \$1.5 billion, extended maturities, and used cash from its balance sheet to reduce its debt by approximately \$400 million, including a partial repayment of \$300 million of Senior Notes due 2027 completed in January 2025, resulting in a total debt reduction of \$4.9 billion(10) since December 31, 2020, significantly strengthening its financial position. The adjusted net debt to adjusted EBITDA ratio(2) improved from 41.5 at the end of 2020 to 2.9 by December 31, 2024, reflecting a 93% decrease. As of December 31, 2024, adjusted net debt(1) is \$3.9 billion with no debt maturities until 2026. On May 2, 2024, Moody's upgraded Bombardier's rating from B2 to B1 with a stable outlook, reflecting the company's strong performance during its transformation. On June 6, 2024, S&P Global Ratings also upgraded Bombardier's rating from B to B+ with stable outlook, citing continued deleveraging initiatives. In October, Bombardier increased its revolving credit facility by \$150 million to \$450 million, further strengthening its financial flexibility and liquidity management. In addition to the debt management and liquidity optimization initiatives, the company has been actively purchasing annuities from insurance companies to ease pension plan obligations, transferring the associated risks to the insurers. Since 2020, Bombardier has purchased approximately \$1.0 billion in pension plan annuities(8) as part of its ongoing risk management strategy.

• (3) Only from continuing operations.
• (4) Represents order backlog for both manufacturing and Services.
• (5) Defined as net new aircraft orders in units over aircraft deliveries in units.
• (6) Using cash from the balance sheet.
• (7) Including the partial repayment of \$300 million of the Senior Notes due 2027 completed in January 2025.
• (8) In 2024, approximately \$635 million of annuities were purchased for some pensioners and beneficiaries of the Bombardier pension plans registered in Québec, with legal discharge occurring in 2025.
• (9) See the forward-looking statements disclaimer of this Circular.
• (10) Represents the notional amount of the long-term debt repaid.

⁽¹⁾ Non-GAAP financial measure. A non-GAAP financial measure is not a standardized financial measure under the financial reporting framework used to prepare our financial statements and might not be comparable to similar financial measures used by other issuers. Refer to Appendix "D" Non-GAAP financial measures and ratios of this Circular for definitions of these metrics and reconciliations to the most comparable IFRS measures.

⁽²⁾ Non-GAAP financial ratio. A non-GAAP financial ratio is not a standardized financial measure under the financial reporting framework used to prepare our financial statements and might not be comparable to similar financial measures used by other issuers. Refer to Appendix "D" Non-GAAP financial measures and ratios of this Circular for definitions of these metrics and reconciliations to the most comparable IFRS measures.

Record year and ongoing growth in Services. In 2024, Bombardier continued to enhance its global customer service network while expanding and operationalizing its global service centers. The company's Services achieved an impressive compounded annual growth rate (CAGR) of close to 20% in revenue from 2020 to 2024, exceeding \$2.0 billion in 2024. This strong performance reflects the success of its expansion strategy, which was further validated by being voted #1 in customer support among competitors in the influential Product Support Survey published annually by trade publication Aviation International News (AIN), recognized for its faster response times and unmatched support. On February 19, 2024, Bombardier introduced a new Smart Services offerings for Defense customers, featuring customizable maintenance options. This expanded Smart Services program builds on Bombardier's existing portfolio, providing Defense's special mission, medevac, head-of-state, and government operators with a comprehensive cost-per-flight-hour solution.

Bombardier delivered 100th Challenger 3500. On October 31, 2024, Bombardier celebrated the 100th delivery of the Challenger 3500 aircraft, marking a continued success for its best-selling platform. With this delivery, the Challenger 3500 became the fastest aircraft to reach 100 deliveries in the super-midsize category. This significant milestone highlighted the broad appeal of the latest evolution of the Challenger family, offering the ideal combination of performance, comfort, and reliability. The achievement also underscored the strategic importance of the super-midsize category to Bombardier's market position.

Bombardier continues growing its Defense business. In 2024, Bombardier Defense expanded its operations, drawing on decades of experience with special mission operators and further solidifying its reputation as a partner of choice in the defense sector. On May 21, 2024, Bombardier Defense opened new offices in Australia, strengthening its presence and expanding its reach in the region. On October 23, 2024, Bombardier Defense, HENSOLDT and Lufthansa Technik Defense announced that the Persistent German Airborne Surveillance System (PEGASUS) aircraft has completed its first flight out of Bombardier's facility in Wichita, Kansas. Led by HENSOLDT, PEGASUS is an airborne missionized platform that will integrate the Kalætron Integral SIGINT system to perform highly critical signal surveillance missions for the German armed forces. Additionally, on October 31, 2024, Bombardier Defense delivered the eighth Bombardier Global aircraft to the United States Air Force for the Battlefield Airborne Communications Node (BACN) program. On November 25, 2024, Bombardier delivered the first Global 6500 aircraft to the U.S. Army's High Accuracy Detection and Exploitation System (HADES) Program.

ESG

Milestones in sustainable aviation. In January 2024, Bombardier unveiled the University of Victoria as the first announced academic partnership in the pan-Canadian EcoJet research project. The EcoJet research project aims at maturing and delivering technologies to reduce aircraft CO2 emissions by up to 50% through a combination of advanced aerodynamic shapes and features and emerging low-emissions propulsion and fuel systems. In April 2024, Bombardier published an EPD® for its Challenger 650 jet which was the crowning milestone to Bombardier's commitment of developing and publishing EPDs® for all its aircraft in production by 2025. EPDs® are an integral part of Bombardier's strategy toward a more sustainable business aviation company. Bombardier's Challenger 650 aircraft joined the Challenger 3500, Global 5500, Global 6500 and Global 7500 aircraft as the only business jets in the world to carry an EPD®. Bombardier is the only business jet manufacturer to disclose the scientifically analyzed environmental impact of its entire in production product portfolio.

Performance measures

The HRCC, which is composed entirely of independent directors, selected adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA")(1) and Free Cash Flow ("FCF")(1) as performance measures for the short-term incentive plan because these measures are critical to completing the Corporation's current stage of deleveraging and reshaping its balance sheet and meeting its strategic plan.

The boxes below explain why the HRCC believes adjusted EBITDA(1) and FCF(1) are the most appropriate performance measures for Bombardier's short-term incentive plan at the present time.

(1) Non-GAAP financial measure. A non-GAAP financial measure is not a standardized financial measure under the financial reporting framework used to prepare our financial statements and might not be comparable to similar financial measures used by other issuers. Refer to Appendix "D" Non-GAAP financial measures and ratios of this Circular for definitions of these metrics and reconciliations to the most comparable IFRS measures.

WHY EBITDA?

Adjusted EBITDA is an important performance metric for Bombardier. It measures the earning power from ordinary operations, excluding depreciation & amortization, interests and taxes. Adjusted EBITDA has been chosen as a measure for the short-term incentive plan because it measures the success of the Corporation in growing profitably and managing costs, which are critical to the Corporation's strategic plan. The HRCC believes that in Bombardier's current stage of deleveraging and reshaping its balance sheet, return measures are less relevant, while a focus on pure profitability ensures a disciplined approach, and that growth achieved will drive shareholder value.

WHY FCF?

FCF is a key metric for performance because it measures Bombardier's ability to generate internal growth and deleverage the balance sheet. FCF measures the Corporation's capital allocation process, including working capital management and investments in research and development. The HRCC believes that as Bombardier transforms its balance sheet, cash is the single most important measure of corporate stability and performance.

Executive compensation highlights

Our philosophy is to align executive compensation with performance, and to reward superior accomplishments with higher compensation through performance-based short-term and long-term incentives.

In 2024, total compensation of the CEO, the CFO and the three other most highly compensated executive officers of Bombardier (collectively, the named executive officers or "NEOs") was distributed in line with Bombardier's compensation policies and practices.

Please also see the performance graph below in this Section.

Pay for performance

To reward the executive team for achieving milestones towards achieving the Corporation's strategic priorities, a significant portion of each executive's pay is linked to meeting financial targets aligned with the short- and long-term goals of the Corporation. The following charts show that around 85% of the 2024 target total direct compensation is at risk for the President and Chief Executive Officer and around 75% of the 2024 target total direct compensation is at risk for the other NEOs of the Corporation (on average).

Executive pay program

NAMED EXECUTIVE OFFICERS

This Compensation Discussion and Analysis describes the 2024 compensation of Bombardier's NEOs, who are:

Name	Position	Date of Hire
Éric Martel	President and Chief Executive Officer	April 6, 2020
Bart Demosky	Executive Vice President and Chief Financial Officer	December 1, 2020
Paul Sislian	Executive Vice President, Bombardier Aftermarket Services and Strategy	August 2, 2008
David Murray	Executive Vice President, Manufacturing, IT & Bombardier Operational Excellence System	October 11, 2021
Jean-Christophe Gallagher-Samson	Executive Vice President, Aircraft Sales & BBD Defense	June 1, 2002

Compensation objectives

Bombardier's executive compensation program is designed to support the achievement of the Corporation's strategic priorities and to increase shareholder value over the long term by:

• attracting and retaining high-performing executives in the global labour market through compensation that is market competitive;
• motivating and rewarding executives for meeting and exceeding financial and operational goals that support the Corporation's strategic priorities and drive shareholder value; and
• considering each executive's individual performance.

Compensation elements overview

The table below shows the key elements of compensation, their respective form and, where applicable, the performance period:

			2024 COMPENSATION ELEMENTS
Term	Base Salary 1 year	Short-Term Incentives 1 year	RSUs 3 years	Long-Term Incentives PSUs 3 years	Stock Options 7 years
Purpose	Provide fixed level of compensation based on market benchmarking results	Reward individual performance, core competencies and behaviours based on achievement and surpassing of key financial performance measures	Reward creation of longer-term shareholder value and promote retention	Reward creation of longer-term shareholder value and achieving specific performance objectives	Further link the interests of executives to those of shareholders by rewarding executives for creating shareholder value
Criteria	Individual performance, responsibilities and scope of role, experience, skills, and overall potential to influence the future success of Bombardier	Individual performance, core competencies and behaviours in light of achievement of financial key performance measures (adjusted EBITDA and FCF)	Value based on the price of Class B subordinate voting shares	Achievement of specific performance measures. Value based on the price of Class B subordinate voting shares.	Value only if the price of Class B subordinate voting shares increases above the option's exercise price
Payment / Vesting	Paid during 2024	Paid in 2025 based on performance achieved in 2024	Paid in 2027	Paid in 2027, only if performance goals are achieved	Exercisable in 2027 or later (vest after three years)
Policy Alignment with Peer Group	Targeting median base salary offered in the Peer Group, while allowing for compensation above the median to recognize an executive's exceptional and sustained contribution to the Corporation's success	Targeting median short-term incentives of the Peer Group when performance objectives are met as adjusted based on individual performance or above the median to recognize exceptional performance	Targeting median total compensation of the Peer Group	Targeting median total compensation of the Peer Group when performance objectives are met, or above the median to recognize exceptional performance	Targeting median total compensation of the Peer Group when share price increases

Say on pay

As a best practice, we voluntarily adopted a say-on-pay policy in 2011 that gives shareholders an annual vote on the executive compensation program as disclosed in the annual proxy circular. At the 2024 Annual General Meeting, 99.20% of votes cast on the annual advisory vote were in favour of the executive compensation program.

These results demonstrate shareholder support for the Corporation's pay program. In addition, in 2024, members of the Corporation's management team engaged shareholders and their representatives to better understand their views about the Corporation's compensation policies and practices, which included discussions with certain major institutional shareholders.

The Corporation and the HRCC appreciate the input from shareholders and consider the feedback in making compensation decisions.

Committee structure

The structure of the various Committees of the Board facilitates assessment of the risks associated with compensation policies and practices. Overlapping memberships noted in the table below provide additional insight into, and in-depth understanding of, the Corporation's business risks and allow the HRCC to access the necessary information to consider the impact of business risks on compensation policies and practices.

HRCC MEMBER	HRCC	AUDIT	CGNC	BOARD MEMBER SINCE
Anthony R. Graham Independent director	C	M		May 2, 2019
Douglas R. Oberhelman Independent Director	M		C	November 2, 2017
Melinda Rogers-Hixon Independent director	M		M	May 6, 2021
Antony N. Tyler Independent director	M		M	May 11, 2017

C=Chair M=Member

Pay policies and practices

The table below highlights Bombardier's pay and governance policies and best practices:

COMPENSATION AND GOVERNANCE POLICIES AND PRACTICES
What We Do	What We Don't Do
– Link executive pay to company performance through our short- and	– No change-in-control provisions
long-term incentive plans, including PSUs	– No hedging by executives or directors of equity holdings
– Balance among short- and long-term incentives, cash and equity and fixed and variable pay	– No repricing of underwater stock options
– Target executive compensation at the median of the peer group companies
– Set stock ownership requirements for executives
– Maintain a compensation clawback policy to recapture unearned incentive pay
– Retain an independent compensation consultant for the HRCC
– Ensure that no aspect of the pay policies or practices poses material adverse risk to the Corporation
– Provide shareholders an annual Say-on-Pay vote

The Board of Directors or HRCC, as applicable, sets short-term and long-term incentive key performance measures and targets with the objective of offering payout opportunities that align with Bombardier as a whole and individual executive performance. The Board of Directors and HRCC retain the authority, in their sole discretion, to make adjustments to key performance measures and targets, and the measurement of results, if it is determined that performance relative to pre-established targets does not fully reflect the overall quality of the performance year or if there are material, unforeseen business conditions, circumstances, and events beyond management's control that have a positive or negative effect on financial performance relative to the established targets or certain non-recurring charges or credits unrelated to measured performance.

Peer group benchmarking

Each NEO's total direct compensation is targeted within a competitive range of the median (50th percentile) of the relevant market for similar roles at comparable companies. In addition, internal factors such as the scope of the role, experience, and sustained performance of the executive are considered in setting compensation.

FACTORS CONSIDERED IN SELECTING PEER GROUP

• Industry
• Size based on annual revenues
• Ownership structure (public or private)

• Country of head office or a major subsidiary

• Complexity of operations

• Number of employees
• Competitors for talent
• Global scope of operations

The peer group is approved by the HRCC with advice from its independent consultant and designed to accurately reflect the following attributes of the Corporation's business:

ATTRIBUTES OF THE CORPORATION'S BUSINESS
Complex Business Model	Global Competition	Global Competition for Key Executive Talent
– Multiple manufacturing sites and service centers in many geographic locations	– Global customer base – Complex supply chains	– Limited talent pool with high labour mobility for executives

• Technical field/advanced technologies
• Highly regulated industry

For 2024, the approved peer group for Bombardier's executive positions is comprised of global Canadian companies, including several in the aerospace and manufacturing sectors (see table below):

COMPARATOR GROUP FOR NEOS
Aecon Group Inc. Air Canada AtkinsRéalis CAE Inc.	Canadian National Railway Canadian Pacific Kansas City Limited Celestica Inc. CGI Inc.	Finning International Inc. National Bank of Canada NFI Group Inc. Stantec Inc.	Teck Resources Limited TFI International Inc. WSP Global Inc.

Compensation elements

BASE SALARY

Each NEO's base salary is targeted within a competitive range of the market median based on benchmarking results for positions of similar responsibility within the Peer Group. Salaries may be adjusted to reflect the NEO's responsibilities, experience, skills, and overall potential to influence the future success of Bombardier. Salary increases are based on a review of individual performance, including key leadership competencies, quality of management, and business results.

SHORT-TERM INCENTIVE PLAN

The NEOs participate in a Short-Term Incentive ("STI") plan designed for Bombardier. The plan motivates the NEOs to achieve and surpass the key performance goals approved by the Board of the Directors and to deliver outstanding individual performance and contribution.

Short-term incentive target levels are established based on market benchmarks, expressed as a percentage of base salary for each NEO. The Board of Directors or HRCC, as applicable, sets key performance measures and targets to align payout opportunities with the performance of Bombardier and individual executive performance. Following the end of the year, each NEO's target short-term incentive is multiplied by the percentage of achievement of the applicable financial performance measures, and individual payouts may be adjusted based on a discretionary assessment of individual performance.

The threshold payout level for each pre-established key financial performance measure under the STI plan is 50% of target. If a key financial performance measure does not meet the threshold, the payout for that performance measure is zero. If a financial performance measure is met at target, the payout for that performance measure will be 100%. The maximum payout for superior performance is 200% of target. The performance factors are interpolated between levels.

Following is an illustration of the process of determining individual payouts.

FINANCIAL INDIVIDUAL INDIVIDUAL SALARY ^X TARGET BONUS ^{X X →} RESULTS PERFORMANCE PAYOUT

The table below sets forth the targets, actual results and payout percentages, as well as the resulting payout percentage, for the financial year ended December 31, 2024:

BOMBARDIER PERFORMANCE AGAINST TARGETS
Key Performance Measures	Target (M\$)	Actual as Reported (M\$)	Achievement	Weight	Financial Results Factor
Adjusted EBITDA(1)	1,325	1,360	140%	50%	118%
FCF(1)	250	232	96%	50%

(1) Non-GAAP financial measure. A non-GAAP financial measure is not a standardized financial measure under the financial reporting framework used to prepare our financial statements and might not be comparable to similar financial measures used by other issuers. Refer to Appendix "D" (Non-GAAP financial measures and ratios) of this Circular, for definitions of these metrics and reconciliations to the most comparable IFRS measures.

Performance targets are set at a challenging and ambitious level and are attainable with significant management effort and disciplined execution provided that the operating plans are substantially complied with and achieved by management. STI payouts in the past five years as a percentage of target payouts show how Bombardier's STI plan has performed with respect to similar goals in the past (with STI payouts in 2020, 2021, 2022, 2023 and 2024 having been 25%, 140%, 174%, 118% and 118% of target, respectively).

Once the year is completed, the HRCC and the Board of Directors assess the individual performance of the President and Chief Executive Officer. In addition, the President and Chief Executive Officer assesses the individual performance of the other NEOs and recommends the individual performance factors to the Board and HRCC for review and approval. Taking into account all the information reviewed, including the recommendations of the President and Chief Executive Officer, the HRCC makes an informed judgment and recommends, for the Board's approval, the individual performance factor for each of these NEOs.

The table below summarizes the individual achievements of each NEO considered by the Board of Directors and HRCC in their assessment of individual performance in 2024:

NEO	INDIVIDUAL ACHIEVEMENTS
Éric Martel President and Chief Executive Officer	– Led the strong financial positioning of the Corporation with \$8.7 billion in revenues, an adjusted EBITDA(1) of \$1.36 billion and FCF(1) generation of \$232 million from continuing operations – Oversaw the maintenance of a robust backlog, with a book-to-bill at 1.0 and a diversified backlog of \$14.4 billion – Led the solid progress on deleveraging, seeing approximately \$400 million debt reduction(2)(3) launched in 2024, adjusted net debt(1) to adjusted EBITDA ratio(4) was reduced from 3.3x in 2023 to 2.9x – Directed the enhancements to the Corporation's global customer service network and the expansion and the operationalization of its global service centers – Provided leadership towards the publication of an Environmental Product Declarations (EDP®) for the Challenger 650 jet, representing a crowning milestone to Bombardier's commitment of developing and publishing EPDs® for all its aircraft in production by 2025 – Directed the continued growth of the Bombardier Defense business, solidifying its reputation as a partner of choice in the defense sector
Bart Demosky Executive Vice President and Chief Financial Officer	– Led the debt reduction actions which resulted in debt repayments of approximately \$400 million(2)(3), resulting in a total debt reduction of \$4.9 billion(2) since December 31, 2020 – Delivered a year-over-year increase of 11% on adjusted EBITDA(1) to \$1.36 billion – Played a key role in increasing the revolving credit facility by \$150 million, to \$450 million, further strenghening its financial flexibility and liquidity management – Generated a free cash flow(1) of \$232 million from operating activities
Paul Sislian Executive Vice President, Aftermarket Services and Strategy	– Led the Corporation's Services to achieve an impressive compounded annual growth rate (CAGR) of close to 20% in revenue from 2020 to 2024, exceeding \$2.0 billion in 2024 – Played a key role in the enhancements to the Corporation's global customer service network and the expansion and the operationalization of its global service centers – Successfully introduced a new Smart Services offerings for Defense customers, featuring customizable maintenance options
David Murray Executive Vice President, Manufacturing, IT & Bombardier Operational Excellence System	– Delivered 146 customer aircraft – Delivered the 100th Challenger 3500 marking a continued success for its best-selling platform – Led the successful opening of the Aircraft Assembly Center at Pearson Airport
Jean-Christophe Gallagher-Samson Executive Vice President, Aircraft Sales & BBD Defense	– Provided leadership to create a book-to-bill of 1.0 and a diversified backlog of \$14.4 billion which demonstrates consistent demand – Led the delivery of the 100th Challenger 3500 marking a continued success for its best-selling platform – Played a pivotal role in expanding the Bombardier Defense business with the opening of new offices in Australia, strengthening the Corporation's presence and broadening its reach in the region

(1) Non-GAAP financial measure. A non-GAAP financial measure is not a standardized financial measure under the financial reporting framework used to prepare our financial statements and might not be comparable to similar financial measures used by other issuers. Refer to Appendix D of this Circular for definitions of these metrics and reconciliations to the most comparable IFRS measures.

(2) Using cash from the balance sheet.

(3) Including the partial repayment of \$300 million of the Senior Notes due 2027 completed in January 2025

(4) Non-GAAP financial ratio. A non-GAAP financial ratio is not a standardized financial measure under the financial reporting framework used to prepare our financial statements and might not be comparable to similar financial measures used by other issuers. Refer to Appendix D of this Circular for definitions of these metrics and reconciliations to the most comparable IFRS measures.

The following table illustrates the target short-term incentive payable to the NEOs under the STI plan and actual payouts earned for the financial year ended December 31, 2024. Target levels for all NEOs are set to be aligned with the market median of the Peer Group.

NEO	TARGET (1)	FINANCIAL RESULTS FACTOR	ACTUAL INDIVIDUAL PAYOUT FACTOR AS A RESULT OF PERFORMANCE(2)
Éric Martel	130%	118%	153.4%
Bart Demosky	90%	118%	106.2%
Paul Sislian	90%	118%	106.2%
David Murray	90%	118%	106.2%
Jean-Christophe Gallagher-Samson	90%	118%	106.2%

(1) Expressed in each case as a percentage of base salary.

(2) Applies to base salary.

MID-TERM INCENTIVE PLAN

In 2024, a two-year Mid-Term Incentive ("MTI") plan was introduced, with payouts for the President and CEO tied to the Corporation's debt reduction plan. Actual payout is disclosed in the Summary Compensation Table.

LONG-TERM INCENTIVE PLANS

Bombardier's PSU, RSU and stock option plans are designed to align executives' interests with shareholder value creation and, in the case of the PSU plan, to focus on achieving financial and non-financial results with a strong pay-for-performance emphasis, as well as to retain key talent. Bombardier currently awards a combination of PSUs, RSUs and stock options as long-term incentives.

For the financial year ended December 31, 2024, the HRCC provided 50% of the value of long-term incentive grants in the form of PSUs, 20% in the form of stock options and 30% in the form of RSUs to all NEOs. The HRCC believes this combination of long-term incentives ("LTI") is appropriate to reinforce attraction and retention of key employees, and motivate executives to focus their long-term efforts on share price improvement as they work towards the solid execution of the Corporation's strategic plan.

The HRCC believes that these incentive plans meet the executive compensation policy objectives because:

• they recognize and reward the impact of longer-term strategic actions taken by the executives;
• they promote executive retention since the grants vest over three years;
• the vesting of the PSUs is contingent to the attainment of specific financial and non-financial targets;
• the value of the grants depends on the future market value of the Class B subordinate voting shares;
• for PSUs and RSUs, there is no dilutive effect on shareholders because they are delivered, upon vesting, in cash or Class B subordinate voting shares purchased on the secondary market; and
• 100% of long-term compensation is contingent on performance and/or correlated with increases in the market value of the Class B subordinate voting shares.

Grant determination. The HRCC determines the size of long-term incentive grants to be awarded to the NEOs on an annual basis, and reports to the Board of Directors for approval or information, as applicable. Grants are determined by using grant guidelines for each management level within Bombardier based on Peer Group benchmark data, taking into account the executive's potential to contribute to the future success of Bombardier. The size of grants is a function of the current year's compensation objectives and, for that reason, grants made in previous years are generally not considered to determine the grant made to a NEO in any subsequent financial year.

Stock option plan. Stock options provide an incentive tied to increases in the market value of the Class B subordinate voting shares. Please refer to Appendix "C" (Stock Options and Deferred Share Units) of this Circular for details on stock options and the Stock Option Plan.

Performance share units ("PSUs"). PSUs motivate executives to exceed Bombardier's financial and non-financial targets through the application of thresholds for payouts that are tied to specific targets set by the HRCC.

Restricted share units ("RSUs"). RSUs promote executive retention while motivating executives to increase shareholder value.

Performance Cash Long Term Incentive ("Performance Cash LTI"). The Performance Cash LTIs motivate executives to exceed pre-determined targets set by the HRCC and the Board of Directors. No grants were made under this plan in 2024. Actual payouts are disclosed in the Summary Compensation Table in the years during which they actually become vested.

2024 PSU grants to NEOs. For 2024 PSU grants to NEOs, the HRCC approved the following performance measures, with vesting percentages between 0% and 200%. The payment at threshold is 50% for each key performance measure.

FINANCIAL KEY PERFORMANCE MEASURES

• Cumulative FCF from 2024 to 2026 (25% weighting)
• Net leverage ratio at the end of 2026 (25% weighting)
• Return on invested capital (ROIC) for 2024, 2025 and 2026 (3 year average) (15% weighting)
• Cumulative adjusted net income from 2024 to 2026 (25% weighting)

ESG KEY PERFORMANCE MEASURES

• Greenhouse gas emissions (3% weighting)
• Lost time incident rate (3% weighting)
• Employee engagement score (4% weighting)

2023 PSU grants to NEOs. For 2023 PSU grants to NEOs, the HRCC approved the following performance measures, with vesting percentages between 0% and 200%. The payment at threshold is 50% for each key performance measure.

KEY PERFORMANCE MEASURES

• Cumulative FCF from 2023 to 2025 (15% weighting)
• Net leverage ratio at the end of 2025 (15% weighting)
• Return on invested capital (ROIC) for 2023, 2024 and 2025 (3 year average) (30% weighting)
• Cumulative adjusted net income from 2023 to 2025 (30% weighting)
• ESG (10% weighting)

2022 PSU grants to NEOs. For 2022 PSU grants to NEOs, the HRCC approved the following performance measures, with vesting percentages between 0% and 200%. The payment at threshold is 50% for each key performance measure.

KEY PERFORMANCE MEASURES

• Cumulative FCF from 2022 to 2024 (15% weighting)
• Net leverage ratio at the end of 2024 (15% weighting)
• Return on invested capital (ROIC) for 2022, 2023 and 2024 (3 years average) (30% weighting)
• Cumulative adjusted net income 2022 to 2024 (30% weighting)
• ESG (10% weighting)

2021 PSU grants to NEOs. For 2021 PSU grants to NEOs, the HRCC approved the following performance measures, with vesting percentages between 0% and 200%. The payment at threshold is 50% for a specific key performance measure, with the exception of FCF positive and ESG measures, which pay out at 100% or 0% ("hit or miss").

KEY PERFORMANCE MEASURES

• Cumulative FCF from 2021 to 2023 (30% weighting)
• Adjusted net debt to adjusted EBITDA ratio in 2023 (30% weighting)
• FCF positive starting in 2022 (20% weighting)
• Adjusted EBITDA Margin in 2023 (20% weighting)
• ESG (10% weighting)

Long-term incentive performance targets are not disclosed at time of grant because they contain highly sensitive commercial data, as well as key strategic information. Public disclosure would seriously prejudice Bombardier's interests and weaken its ability to compete. Disclosure of long-term incentive performance targets could also potentially be interpreted inappropriately as market guidance. PSU payouts in the past five years as a percentage of target payouts show how Bombardier's PSU plan has performed with respect to similar goals in the past (with PSU vesting percentages for grants made in 2017, 2018, 2019 and 2021 having been 57%, 20%, 0% and 159% respectively). The 2020 grants were delivered in RSUs, therefore no applicable performance targets apply.

Following the end of each financial year, the HRCC approves the results of prior years' performance measures to authorize payouts in respect of PSUs reaching the vesting date during the year.

CALCULATION FOR THE 2021 PSUs PERFORMANCE VESTING

The 2021 PSU grants vested in June 2024 and below is the calculation of the overall vesting percentage.

	FCF Cumulative 2021-2023	Net leverage Ratio Year-End 2023	FCF Positive starting in 2022	EBITDA Margin in 2023	Vesting Percentage	ESG Multiplier	Overall Vesting Percentage
Weight	30%	30%	20%	20%		up to 10%
Target	400M	4.2x	>0M	17%
Actual	1,100M	3.3x	735M	15.3%	151.5%	5%	159%
Payout	200%	200%	100%	57.5%

Dividend equivalents. PSUs and RSUs confer the right to receive dividend equivalents to be paid in cash at the same rate as the cash dividends (if any) paid on Class B subordinate voting shares. Dividend equivalents, if any, are paid at the end of the three-year vesting period, and in the case of PSUs, in accordance with the applicable performance vesting conditions.

RETIREMENT BENEFITS AND PERQUISITES

Bombardier provides pension, benefits and perquisites competitive with the market median of the Peer Group. The NEOs participate in defined contribution pension plans and/or in defined benefit pension plans. More details about these pension plans are set out under "Pension Plans."

Benefit plans for executives include accidental death and dismemberment insurance, business travel insurance, life insurance, long-term disability, medical coverage, and dental coverage. Bombardier offers the following limited perquisites:

• an amount allocated for the leasing, use, and maintenance of a company-provided car that depends on the level of responsibility of the executive; executives must pay any excess amount through payroll deductions;
• a complete annual medical check-up;
• financial counseling; and
• only for the President and Chief Executive Officer, the use of corporate aircraft for personal reasons.

Compensation governance

COMPENSATION RISK ASSESSMENT

The HRCC reviews and assesses the Corporation's compensation and incentive plans to ensure that they allow for appropriate business risks without encouraging excessive risk-taking behaviors. In 2024, the HRCC engaged Meridian as its independent advisor to review the risks associated with the Corporation's compensation programs, and neither Meridian, nor the HRCC identified any risks that are reasonably likely to have a material adverse effect on the Corporation. Risk-mitigation factors include the following:

• balanced pay mix among fixed and variable pay and cash and equity;
• pay benchmarked to market data;
• incentives tied to multiple time periods (short-, mid-, and long-term) and a variety of performance objectives;
• limited perquisites and no change-of-control benefits;
• clawback policy;
• anti-hedging policy;
• stock ownership requirements;
• independent compensation consultant for the HRCC; and
• annual awards of equity-based incentives with overlapping vesting periods ensure that executives remain exposed to the risks of their long-term decision making.

STOCK OWNERSHIP REQUIREMENTS

We have adopted Stock Ownership Requirements to link executives' interests with those of shareholders. Each NEO is required to build and hold a portfolio of shares and share units with a value equal to at least the applicable multiple of his base salary noted in the following table:

NEO	MULTIPLE OF SALARY	SATISFIES OWNERSHIP REQUIREMENTS
Éric Martel	5x	Yes
Bart Demosky	3x	Yes
Paul Sislian	3x	Yes
David Murray(1)	3x	No
Jean-Christophe Gallagher-Samson	3x	Yes

(1) David Murray joined the company on October 11, 2021. Mr. Murray is currently building his portfolio in accordance with the stock ownership requirements.

The value of the portfolio is determined based on the greater of the value at the time of acquisition or the market value of the Bombardier shares held on December 31st of each calendar year. To assess the level of ownership, Bombardier includes the value of shares owned and unvested RSUs.

There is no prescribed period to reach the stock ownership target. However, executives are not allowed to sell shares acquired through the vesting of RSUs/PSUs or the exercise of stock options until they have reached their individual target, except to cover the cost of acquiring the shares and applicable taxes.

ANTI-HEDGING POLICY

Employees may not engage in hedging or monetization transactions or any form of derivative transactions relating to Bombardier securities, including "puts" and "calls," and may not sell Bombardier securities that they do not own (short sales).

CLAWBACK POLICY

Under its Clawback Policy, Bombardier, at the discretion of the Board of Directors, can recover from the NEOs, as well as certain other executives, overpayments of incentive compensation in the event of fraud, dishonesty or misconduct that contributes to non-compliance which results in Bombardier's obligation to prepare an accounting restatement. Incentive awards that have been paid or vested may be recouped and unvested long-term incentive grants may be cancelled to the extent of any excess amount that was received in the circumstances reflected by the accounting restatement. We have not yet encountered a situation where a compensation recoupment or adjustment has been required in the circumstances described above.

PERFORMANCE GRAPH

The following performance graph shows Bombardier's cumulative total shareholder return ("TSR") over its five most recently completed financial years, assuming an amount of \$100 was invested on December 31, 2019 in Class B subordinate voting shares of Bombardier and in the S&P/TSX Composite Index, as well as the evolution of the total compensation earned by the NEOs over the same period.

PERFORMANCE OF THE CLASS B SUBORDINATE VOTING SHARE OF BOMBARDIER FROM DECEMBER 31, 2019 TO DECEMBER 31, 2024

COMPOUND ANNUAL GROWTH RATE (Including dividends) Bombardier (1): 15.17% S&P/TSX (2): 11.13%

(1) Return on Class B subordinate voting shares, including dividends reinvested, if any.

(2) Return on S&P/TSX index, including dividends reinvested. (Index: Closing Price December 31, 2019 = 100 and Total NEO Compensation for the fiscal year ended December 31, 2019 = 100) Total compensation for the NEO is based on the fiscal year prior to the closing stock price.

The performance graph above shows the following trends in total compensation and performance:

• for 2020, the graph shows a decrease in TSR and a decrease in total compensation;
• for 2021, the graph shows an increase in TSR and an increase in total compensation;
• for 2022, the graph shows an increase in TSR and slight decrease in total compensation;
• for 2023, the graph shows an slight increase in the TSR and a similar increase in total compensation; and
• for 2024, the graph shows an increase in the TSR and a slight decrease in total compensation.

It is important to note that:

• NEOs are compensated on the basis of performance metrics that we consider to be fundamental and tied to long-term shareholder value creation, rather than on the basis of short-term performance of the Corporation's shares on the market. The HRCC believes adjusted EBITDA and FCF are the most appropriate performance measures for our compensation policy at the present time as they provide a direct link with the operational goals which are management's core focus.

• A substantial portion of NEO pay is at-risk. In addition to long-term incentive equity-based awards, short-term incentive payouts are made based on the successful performance of key financial objectives that are tied to our business plan. These at-risk components for the NEOs in 2024 are above 75% of their respective total compensation.

• Moreover, a significant proportion of executive compensation is granted in the form of long-term equity-based incentives, which are calculated based on grant date fair values, despite the fact that actual values will be realized only to the extent that any applicable performance targets are met (in the case of PSUs) and the Corporation's share price increases. In the longer term, NEO compensation is directly affected by the Corporation's share price performance. Stock option, RSU and PSU awards directly correlate to the share price and are therefore aligned with shareholder returns.

• Although the graph compares our TSR performance to that of market indices, we believe that the five-year TSR is not currently a meaningful measure for a company that just completed a major multi-year transformation plan. However, this position could be reconsidered going forward.
• Stock price performance is affected by various factors and trends, many of which are unrelated to Bombardier's financial and operational performance, such as oil price movements, macroeconomic growth rates, geopolitical developments, and international trade agreements and disputes, as well as the factors listed under "Forward-looking statements" in this Circular.

Notes on calculation

For purposes of calculating total compensation earned by NEOs, only those NEOs employed as at December 31 of the relevant year were included and all compensation elements were annualized if an NEO was employed only for a portion of the year, and any sign-on cash payments, sign-on long-term incentive grants, and one-time payments made to cover costs of relocation were excluded.

Summary compensation table

The Summary Compensation Table shows the annual compensation information for each of the NEOs of Bombardier for the three most recently-completed financial years.

In 2024, total compensation of the Corporation's NEOs was distributed in line with Bombardier's compensation policies and practices and reflects good performance for the fiscal year. The Corporation also notes that fluctuations in the exchange rates had a downward effect on total NEO compensation values.

					Non-equity Incentive Plan Compensation
Name and Principal Position	Financial Year Ended December 31	Base Salary (\$)	Share-Based Awards (PSUs, RSUs or DSUs) (\$)	Option Based Awards(1) (\$)	Annual Incentive Plan(2) (\$)	Long term Incentive Plan (\$)	Pension Value(3) (\$)	All Other Compensation(4) (\$)	Total Compensation (\$)
Éric Martel	2024		903,000 3,066,000(5) 766,500(5) 2,495,500(8)			—	23,700	279,800	7,534,500
President and Chief Executive Officer	2023		883,500 2,506,100(6) 626,500(6) 1,371,500			865,300(9)	23,400	234,700	6,511,000
	2022		883,900 2,300,700(7) 575,200(7) 1,940,400			694,600(10) 23,700		241,300	6,659,800
Bart Demosky	2024	496,800		876,000(5) 219,000(5)	531,600	—	23,700	98,200	2,245,300
Executive Vice President and Chief Financial Officer	2023	489,800		884,500(6) 221,100(6)	526,400	—	23,400	99,700	2,244,900
	2022	490,300		797,600(7) 199,400(7)	774,600	—	23,700	106,900	2,392,500
Paul Sislian	2024	489,400		876,000(5) 219,000(5)	523,700	—	113,100	22,100	2,243,300
Executive Vice President,	2023	483,100		884,500(6) 221,100(6)	518,500	—	125,300	22,900	2,255,400
Aftermarket Services and Strategy	2022	483,800		797,600(7) 199,400(7)	763,000	—	155,700	24,500	2,424,000
David Murray	2024	471,500		876,000(5) 219,000(5)	506,100	—	23,700	90,700	2,187,000
Executive Vice President, Manufacturing, IT & Bombardier	2023	447,600		884,500(6) 221,100(6)	495,800	—	23,400	89,300	2,161,700
Operational Excellence System	2022	415,800		613,500(7) 153,400(7)	547,400	—	23,700	86,400	1,840,200
Jean-Christophe Gallagher-Samson	2024	425,000		876,000(5) 219,000(5)	456,200	—	122,600	17,600	2,116,400
Executive Vice President, Aircraft	2023	414,700		884,500(6) 221,100(6)	446,900	—	132,500	17,900	2,117,600
Sales & BBD Defense	2022	409,900		797,600(7) 199,400(7)	651,300	—	219,900	19,700	2,297,800

* All compensation amounts were paid in Canadian dollars to all NEOs. The base salary and annual incentive plan amounts were converted from Canadian dollars to US dollars based on the average exchange rates during the year, of (i) 0.7302 for the financial year ended December 31, 2024, (ii) 0.7411 for the financial year ended December 31, 2023, and (iii) 0.7691 for the financial year ended December 31, 2022. The exchange rates used for the share-based awards and option-based awards are provided below in the notes to this table, and for the pension value in the notes to the "Defined Contribution Plans" and "Defined Benefits Plans" tables.

(1) The Black-Scholes pricing model is used to calculate the fair value of the awards on the grant date, as it is the methodology also used for accounting purposes.

(2) Short-term incentives are paid in cash in the year following the financial year in which they are earned.

(3) Refer to the tables "Defined Contribution Plans" and "Defined Benefits Plans" of this Circular and to previous years' circulars for the two previous years.

(4) The table on the following page sets forth the amounts attributable to each of the compensation items included in "All Other Compensation" for each NEO in 2024.

All other compensation

The following table sets forth the amounts attributable to each of the compensation items included in "All Other Compensation" for each NEO in 2024:

	Perquisites(a)	Supplemental DC Plan /Savings Account(b)	Other Employee Benefits(c)	Total
Executive	(\$)	(\$)	(\$)	(\$)
Éric Martel	49,100	191,800	38,900	279,800
Bart Demosky	—	71,800	26,400	98,200
Paul Sislian	—	14,000	8,100	22,100
David Murray	—	67,000	23,700	90,700
Jean-Christophe Gallagher-Samson	—	12,100	5,500	17,600

• (a) For the financial year ended December 31, 2024, perquisites are excluded from the disclosed amounts for all NEOs except Mr. Martel, as they do not exceed CAD \$50,000 or 10% of total salary. The perquisites include an amount of \$32,000, which represents the equivalent of the aggregate incremental operating costs to Bombardier for the personal use of corporate aircraft by Mr. Martel; the calculation of incremental operating costs to Bombardier for personal use of the corporate aircraft includes the variable costs incurred as a result of personal flight activity such as aircraft fuel, trip-related maintenance and repairs, catering, landing and parking fees, crew expenses and low value equipment and supplies. Also included in this amount is (i) the sum of \$13,300, which represents the aggregate costs to Bombardier for the car allowance of Mr. Martel, including the actual car leasing costs, insurance, and other vehicle operation costs, (ii) the sum of \$2,500, which represents the cost of executive financial counselling provided for Mr. Martel, and (iii) the sum of \$1,300, which represents the cost of a complete medical checkup for Mr. Martel. Amounts paid were converted from Canadian dollars to US dollars based on an average exchange rate of 0.7302 during the year ended December 31, 2024.
• (b) The contributions to the Supplemental DC Plan based on base salary have been made on December 26, 2024 at an exchange rate from Canadian dollars to US dollars of 0.6951.
• (c) This represents the aggregate costs to Bombardier for post-retirement benefits and the estimated costs to Bombardier for the premium paid for group insurance in excess of that generally available to salaried employees.
• (5) The estimated fair value of PSUs and RSUs granted is determined by applying the weighted average trading price of the Class B subordinate voting shares on the TSX for the five trading days before the grant date and an exchange rate from Canadian dollars to US dollars. For all NEOs, it reflects the estimated fair value of PSUs and RSUs granted on May 2, 2024, determined by applying the weighted average trading price of the Class B subordinate voting shares on the TSX for the five trading days before the grant date, which was CDN \$63.15, and the exchange rate from Canadian dollars to US dollars was of 0.7300.

The estimated value of stock options granted on May 2, 2024 to all NEOs was determined by applying a Black-Scholes factor of 0.59 to the weighted average trading price of the Class B subordinate voting shares on the TSX for the five trading days before the grant date, which was CDN \$63.15, and an exchange rate from Canadian dollars to US dollars of 0.7300. The underlying assumptions used to determine the accounting value of the options granted on May 2, 2024 are as follows: risk free rate of 3.76%, dividend yield of 0%, share price volatility of 67.98%, expected term of 5 years and a Black-Scholes factor of 59%.

(6) The estimated fair value of PSUs and RSUs granted is determined by applying the weighted average trading price of the Class B subordinate voting shares on the TSX for the five trading days before the grant date and an exchange rate from Canadian dollars to US dollars. For all NEOs, it reflects the estimated fair value of PSUs and RSUs granted on May 4, 2023, determined by applying the weighted average trading price of the Class B subordinate voting shares on the TSX for the five trading days before the grant date, which was CDN \$60.27, and the exchange rate from Canadian dollars to US dollars was of 0.7371.

The estimated value of stock options granted on May 4, 2023 to all NEOs was determined by applying a Black-Scholes factor of 0.62 to the weighted average trading price of the Class B subordinate voting shares on the TSX for the five trading days before the grant date, which was CDN \$60.27, and an exchange rate from Canadian dollars to US dollars of 0.7371. The underlying assumptions used to determine the accounting value of the options granted on May 4, 2023 are as follows: risk free rate of 2.87%, dividend yield of 0%, share price volatility of 74.31%, expected term of 5 years and a Black-Scholes factor of 62%.

(7) The estimated fair value of PSUs and RSUs granted is determined by applying the weighted average trading price of the Class B subordinate voting shares on the TSX for the five trading days before the grant date and an exchange rate from Canadian dollars to US dollars. For all NEOs, it reflects the estimated fair value of PSUs and RSUs granted on May 12, 2022, determined by applying the weighted average trading price of the Class B subordinate voting shares on the TSX for the five trading days before the grant date, which was CDN \$29.75, and the exchange rate from Canadian dollars to US dollars was of 0.7669.

The estimated value of stock options granted on May 12, 2022 to all NEOs was determined by applying a Black-Scholes factor of 0.60 to the weighted average trading price of the Class B subordinate voting shares on the TSX for the five trading days before the grant date, which was CDN \$29.75, and an exchange rate from Canadian dollars to US dollars of 0.7669. The underlying assumptions used to determine the accounting value of the options granted on May 12, 2022 are as follows: risk free rate of 2.73%, dividend yield of 0%, share price volatility of 70.72%, expected term of 5 years and a Black-Scholes factor of 60%.

• (8) Éric Martel received a payment of CDN \$1,500,000 under the mid-term incentive plan. The amount was converted from Canadian dollars to US dollars based on an average exchange rate of 0.7302 during the year ended December 31, 2024. Please refer to the "Mid-term incentive plan" of Section 5 of this Circular.
• (9) Éric Martel received part of his 2020 long-term incentive grants in the form of a Performance Cash LTI. The third tranche of this grant was paid on June 1st, 2023. This represents an amount of CDN \$1,166,666 converted to US dollars based on an exchange rate of 0.7417. The amount paid was determined by applying a performance factor of 2.0. Please refer to the "Long-term incentive plans" of Section 5 of this Circular.

(10) Éric Martel received part of his 2020 long-term incentive grants in the form of a Performance Cash LTI. The second tranche of this grant was paid on June 2, 2022. This represents an amount of CDN \$875,000 converted to US dollars based on an exchange rate of 0.7938. The amount paid was determined by applying a performance factor of 1.5. Please refer to the "Long-term incentive plans" of Section 5 of this Circular.

OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

	Option-Based Awards						Share-Based Awards
NEO	Grant Date	Number of Securities Underlying Unexercised Options at Financial Year-End(1)	Option Exercise Price(2) (\$)	Option Expiration Date(3)	Value of Unexercised in-the money Options at Financial Year End(4) (\$)	Number of Share-Based Awards (PSUs/RSUs) that Have Not Vested at the End of the Financial Year	Market Value of Share-Based Awards (PSUs/ RSUs) that Have Not Vested at the End of the Financial Year(5)(6) (\$)	Market Value of Vested Share-Based Awards (PSUs/RSUs) not Paid Out or Distributed (\$)
Éric Martel	June 11, 2021	68,864	18.60	June 11, 2028	3,399,100	—	—	—
	May 12, 2022	42,018	20.68	May 12, 2029	1,986,600	100,842	6,853,200	—
	May 4, 2023	22,748	41.90	May 4, 2030	592,800	56,414	3,833,900	—
	May 2, 2024	28,182	43.90	May 2, 2031	678,100	66,509	4,520,000	—
Bart Demosky	June 11, 2021	17,611	18.60	June 11, 2028	869,300	—	—	—
	May 12, 2022	14,567	20.68	May 12, 2029	688,700	34,959	2,375,800	—
	May 4, 2023	8,029	41.90	May 4, 2030	209,200	19,912	1,353,200	—
	May 2, 2024	8,052	43.90	May 2, 2031	193,700	19,003	1,291,400	—
Paul Sislian	May 10, 2018	10,117	71.78	May 10, 2025	—	—	—	—
	May 12, 2022	14,567	20.68	May 12, 2029	688,700	34,959	2,375,800	—
	May 4, 2023	8,029	41.90	May 4, 2030	209,200	19,912	1,353,200	—
	May 2, 2024	8,052	43.90	May 2, 2031	193,700	19,003	1,291,400	—
David Murray	November 4, 2021	3,533	35.63	November 4, 2028	114,200	—	—	—
	May 12, 2022	11,206	20.68	May 12, 2029	529,800	26,892	1,827,600	—
	May 4, 2023	8,029	41.90	May 4, 2030	209,200	19,912	1,353,200	—
	May 2, 2024	8,052	43.90	May 2, 2031	193,700	19,003	1,291,400	—
Jean-Christophe	May 10, 2018	6,745	71.78	May 10, 2025	—	—	—	—
Gallagher Samson	May 12, 2022	14,567	20.68	May 12, 2029	688,700	34,959	2,375,800	—
	May 4, 2023	8,029	41.90	May 4, 2030	209,200	19,912	1,353,200	—
	May 2, 2024	8,052	43.90	May 2, 2031	193,700	19,003	1,291,400	—

(1) As of December 31, 2024, only stock options granted on May 10, 2018, June 11, 2021 and November 4, 2021 and were vested.

• (2) The exercise price of the stock options in this table is equal to the weighted average trading price of the Class B subordinate voting shares on the TSX for the five trading days before the grant date. The exercise price was converted from Canadian dollars to US dollars based on an exchange rate of 0.6952 as of December 31, 2024.
• (3) In accordance with the terms of the Stock Option Plan, (i) if the expiration date of an option falls during, or within 10 business days following the expiration of a Blackout period, such expiration date shall automatically be extended for a period of 10 business days following the end of the Blackout period, (ii) upon retirement or termination without cause, vested stock options must be exercised within three years from the retirement date and at the end of this period, all stock options are cancelled.
• (4) The value of unexercised in-the-money options as of December 31, 2024 is the difference between the closing price of the underlying shares as of that date and the exercise price, based on the closing price of the Class B subordinate voting shares of CDN \$97.75 and an exchange rate from Canadian dollars to US dollars of 0.6952 as of December 31, 2024, multiplied by the number of securities underlying unexercised options. These options have not been, and may never be, exercised, and actual gains, if any, on exercise will depend on the value of the Class B subordinate voting shares on the date of exercise.
• (5) Based on the closing price of the Class B subordinate voting shares on December 31, 2024 of CDN \$97.75, assuming 100% of target of plan reached in the case of PSUs, and converted from Canadian dollars to US dollars based on an exchange rate of 0.6952 as of December 31, 2024.
• (6) The vesting of all PSUs grants is conditional on the attainment of the applicable performance objectives. The PSUs may also vest at 0%. These estimates do not take into consideration possible future dividend payments.

INCENTIVE PLAN AWARDS — VALUE REALIZED ON EXERCISE AND VALUE VESTED OR EARNED

Option-Based Awards—Value Realized on Exercise During the Year(1) (\$)	Option-Based Awards—Value Vested During the Year(2) (\$)	Share-Based Awards—Value Vested During the Year(3) (\$)	Non-Equity Incentive Plan Compensation Value Earned During the Year(4) (\$)
—	3,057,900	8,419,700	2,495,500
272,300	1,048,400	2,886,700	531,600
1,600,100	1,048,400	2,886,700	523,700
—	127,300	439,500	506,100
1,234,100	1,048,400	2,886,700	456,200

(1) The value is determined based on the difference between the price of the Class B subordinate voting shares on the exercise date and the exercise price, and an exchange rate from Canadian dollars to US dollars on the exercise date.

(2) The value is determined assuming the stock options would have been exercised on the vesting date of each relevant grant, based on the difference between the closing price of the Class B subordinate voting shares as of that date and the exercise price, and an exchange rate from Canadian dollars to US dollars on the vesting date. Some of these options have not been, and may never be, exercised, and actual gains, if any, on exercise will depend on the value of the Class B subordinate voting shares on the date of exercise.

• (3) The value is determined by multiplying the number of vested PSUs and RSUs by the closing price of the Class B subordinate voting shares on the vesting date. For the PSUs and RSUs vested on June 10, 2024, the value is determined by multiplying the number of vested PSUs and RSUs by the closing price of the Class B subordinate voting shares on June 10, 2024 of CDN \$89.02 and an exchange rate from Canadian dollars to US dollars of 0.7265.
• (4) The value is the amount of the short-term incentive plan payout and mid-term incentive plan payout for Mr. Martel for the financial year ended December 31, 2024 as disclosed in the "Summary Compensation Table" of this Circular.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER THE STOCK OPTION PLAN AND THE 2010 DSUP

Plan Category	(a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (CDN\$)	(c) Number of Securities Remaining Available for further Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders	Stock options (1) : 515,487 DSUs(1)(2): 18,547	53.95 N/A	Stock options: 2,983,310 DSUs: 904,931
Equity compensation plans not approved by security holders	—	—	—
Total	534,034	—	3,888,241

(1) Please refer to Appendix "C" (Stock Options and Deferred Share Units) of this Circular.

(2) The number of Class B subordinate voting shares issuable pursuant to the 2010 DSUP includes dividend equivalents credited and reflects the applicable payout multipliers (from 0% to 150%) based on the level of achievement of performance measures determined upon vesting in accordance with the terms of the 2010 DSUP.

ANNUAL BURN RATES FOR THE THREE MOST RECENT FINANCIAL YEARS

The following table summarizes the number of stock options and DSUs (under the 2010 DSUP) granted during the periods noted below and the potential dilutive effect of such awards.

Period	Awards Stock Options	Granted DSUs (under 2010 DSUP)	Weighted Average Number of Class A Shares and Class B Subordinate Voting Shares Outstanding (in thousands)	Burn Rate(1)
2022	149,592	—	94,496	0.16%
2023	89,830	—	97,721	0.09%
2024	90,185	—	99,966	0.09%

(1) The Burn Rate for a given period is calculated by dividing the number of stock options and DSUs (under the 2010 DSUP) granted during such period by the weighted average number of Class A shares and Class B subordinate voting shares outstanding during such period.

Pension plans

This section describes the different pension plans the NEOs are participating in.

During 2024, Éric Martel, Bart Demosky and David Murray participated in the base executive defined contribution pension plan ("Base DC Plan") and the supplemental defined contribution pension plan ("Supplemental DC Plan"). Bombardier contributes a total of 25% of the base salary for Éric Martel and 20% of the base salary for Bart Demosky and David Murray (in each case, the "Contribution"). The vesting under the Base DC Plan and the Supplemental DC Plan in Canada is immediate.

Under the Base DC Plan, Bombardier contributes an amount up to the Contribution, subject to the limit that can be contributed under the Income Tax Act (Canada). For the financial year ended December 31, 2024, the contribution limit under the Base DC Plan is CDN \$32,490. The NEOs have a choice of investment funds and are responsible for the investment of the contributions in their respective account. As the earnings in each investment fund are credited based on market conditions, there is no above-market or preferential earnings credited on the contributions.

Under the Supplemental DC Plan, Bombardier contributes the amount, if any, representing the difference between the Contribution and the contribution limit in the Base DC Plan. Contributions are made in December of each year. The contributions to the Supplemental DC Plan constitute a taxable benefit in kind to the NEOs. Hence, an amount, after tax deductions, is deposited either in a non-registered account or paid in cash for the benefit of the NEOs. As the account is non-registered, the NEOs can withdraw any amount from their respective account at their own discretion. As the earnings in each investment fund are credited based on market conditions, there is no above-market or preferential earnings credited on the contributions.

Paul Sislian and Jean-Christophe Gallagher-Samson participate in two defined benefit pension plans where i) benefits payable from the basic plan correspond to 2% of average base salary in the three continuous years of service during which they are paid their highest salary (up to the maximum earnings according to the Income Tax Act (Canada) which for 2024 is CDN \$180,500) multiplied by the number of years of credited service and ii) the supplemental plan provides for additional benefits of 2.25% of average base salary, multiplied by the number of years of credited service up to August 31, 2013 plus 1.75% of average base salary, multiplied by the number of years of credited service from September 1, 2013, up to 40 years of service, less the pension payable from the basic plan. Paul Sislian and Jean-Christophe Gallagher-Samson also participate in the Supplemental DC Plan. Bombardier contributes a total of 3% of the base salary into the Supplemental DC Plan.

All NEOs who participate in defined benefit pension plans have vested rights in case of termination.

Short-term incentives paid are not considered in the computation of pension benefits.

All pension benefits payable from these plans are in addition to government social security benefits.

DEFINED CONTRIBUTION PLANS

The following table sets forth the reconciliation of the accumulated value of the Base DC Plan and the DC component of the basic plan for each of the NEOs participating in a defined contribution pension plan between January 1, 2024 and December 31, 2024. The Supplemental DC Plan contributions are reported under the column "All Other Compensation" in the "Summary Compensation Table" of Section 5 of this Circular.

NEO	Accumulated Value as of January 1, 2024 (\$)	Compensatory Changes(1) (\$)	Accumulated Value as of December 31, 2024(2) (\$)
Éric Martel	97,700	23,700	140,300
Bart Demosky	85,400	23,700	122,900
Paul Sislian	61,300	—	62,700
David Murray	58,100	23,700	86,000
Jean-Christophe Gallagher-Samson	136,800	—	143,300

(1) Compensatory changes represent the contributions made by Bombardier. Contributions are converted from Canadian dollars to US dollars based on the average exchange rate of 0.7302 during the financial year ended December 31, 2024.

(2) The accumulated value includes employer and employee contributions and investment earnings of the financial year ended December 31, 2024. The values were converted from Canadian dollars to US dollars based on an exchange rate of 0.6952 as of December 31, 2024.

DEFINED BENEFITS PLANS

The following table sets forth the reconciliation of the total obligations with respect to the defined pension benefits payable to the NEOs participating in a defined benefit pension plan between January 1, 2024 and December 31, 2024.

	Number of years of credited service			Annual Benefits Payable(1)	Opening Present value of Obligation	Changes of Obligation During the Year	Closing Present value of Obligation
NEO	Dec. 31, 2024	Age 65	Dec. 31, 2024 (\$)	Age 65 (\$)	as of Dec. 31, 2023(2)	Compensatory Change (\$)(3)	Non Compensatory Change (\$)(4)	as of Dec. 31, 2024(5)
Paul Sislian	16.3	27.2	144,100	233,200	2,190,300	113,100	(122,400)	2,181,000
Jean-Christophe Gallagher-Samson	22.5	42.3	178,000	318,400	2,768,300	122,600	(168,900)	2,722,000

(1) Based on the average base salary over the last three years and (i) credited service on December 31, 2024 and (ii) upon attainment of age 65. The values were converted from Canadian dollars to US dollars based on an exchange rate of 0.6952 as of December 31, 2024.

• (2) The values were converted from Canadian dollars to US dollars based on an exchange rate of 0.7559 as of December 31, 2023.
• (3) Includes the employer changes in compensation compared to actuarial assumptions. The values were converted from Canadian dollars to US dollars based on the average exchange rate of 0.7302 during the financial year ended December 31, 2024.
• (4) Impact of all other changes including interest on prior year's obligation plus change in discount rate used to measure the obligations, changes in the other assumptions and experience gains or losses (other than compensation related gains or losses) and variations in exchange rates. The values were converted from Canadian dollars to US dollars based on the average exchange rate of 0.7302 during the financial year ended December 31, 2024.
• (5) The values were converted from Canadian dollars to US dollars based on an exchange rate of 0.6952 as of December 31, 2024.
• the amounts presented in the table above are estimates based on assumptions and employment conditions that can change over time. Pension obligations shown above are based on the assumptions used in Bombardier's financial statements and in accordance with the International Financial Reporting Standard(s) (IFRS) accounting standards for their valuation as of the plans' measurement date. The method used to determine any estimated amounts may differ from that used by other companies and, for that reason, any comparison of the estimated amounts of Bombardier's pension benefits obligations with those of other companies should be interpreted with caution.

Termination and change of control provisions

Our policy is to request the inclusion of non-solicitation, non-disclosure and non-compete provisions in any termination or severance agreements or arrangements with the NEOs, and, subject to any individual agreement or arrangement which may be entered into between Bombardier and any of the NEOs, a separation allowance is paid only if the employment is terminated by the Corporation for any reason other than just cause.

In the case of Éric Martel, there is an agreement pursuant to which he would be entitled to receive a separation allowance in an amount equal to 24 months of his base salary and target short-term incentive if his employment was terminated by the Corporation without cause.

In the case of Bart Demosky and David Murray, there is an agreement pursuant to which they would be entitled to receive a separation allowance in an amount equal to 12 months of their base salary and target short-term incentive if their employment was terminated by the Corporation without cause.

In the case of Paul Sislian, there is an agreement pursuant to which he would be entitled to receive a separation allowance in an amount equal to 15 months of his base salary if his employment was terminated by the Corporation without cause.

There is no agreement currently in place providing for a severance to Jean-Christophe Gallagher-Samson should his employment be terminated without cause. However, in the event that his employment be terminated without cause, a severance would be paid in accordance with applicable law.

The table does not include the value of insurance benefits that could be continued for a few months following the occurrence of the respective event since they are generally available to all salaried employees.

Estimated Incremental Amounts Payable upon the Following Events Assumed to Occur on December 31, 2024
NEO	Retirement (\$)	Termination without Cause (\$)	Death (\$)
Éric Martel	—	3,997,400(1)	—
Bart Demosky	—	905,500(2)	—
Paul Sislian	—	586,800(3)	—
David Murray	—	862,100(4)	—
Jean-Christophe Gallagher-Samson	—	—(5)	—

(1) Lump sum amount equal to 24 months of base salary and target STI. Amounts were converted from Canadian dollars to US dollars based on an exchange rate of 0.6952 as of December 31, 2024.

(2) Lump sum amount equal to 12 months of base salary and target STI. Amounts were converted from Canadian dollars to US dollars based on an exchange rate of 0.6952 as of December 31, 2024.

(3) Lump sum amount equal to 15 months of base salary. Amounts were converted from Canadian dollars to US dollars based on an exchange rate of 0.6952 as of December 31, 2024.

(4) Lump sum amount equal to 12 months of base salary and target STI. Amounts were converted from Canadian dollars to US dollars based on an exchange rate of 0.6952 as of December 31, 2024.

(5) Will be based on civil law requirements.

The following table describes the consequences resulting from different types of termination from employment on the entitlement to the benefits of the Bombardier compensation programs assuming the event took place on December 31, 2024, subject to any individual agreement or arrangement which may be entered into between Bombardier and any of the NEOs. Subject to exceptions, only the accrued and vested benefits are paid under each of the compensation plans.

Retirement
Severance Payment	None for voluntary retirement
Short-Term Incentive	Entitled to pro-rata of short-term incentive for portion of financial year prior to retirement date
Stock Options	If retirement on or after age 55 with 5 or more years of service, the size of the grant is reduced in proportion to the length of service between the award date and the date of departure to the length of the total vesting period. The reduced number of stock options must be exercised in the following three years and regular vesting rules continue to apply during that period. If retirement on or after age 60 with 5 or more years of service or unreduced early retirement eligible under an approved Bombardier retirement plan, the size of the grant is not affected and stock options must be exercised in the following three years and regular vesting rules continue to apply during that period.
Performance Share Units	If retirement on or after age 55 with 5 or more years of service, PSU grant is reduced in proportion to the length of service between the award date and the date of departure to the length of the total vesting period and will be paid at the end of the vesting period, subject to meeting the applicable performance objectives. If retirement on or after age 60 with 5 or more years of service or unreduced early retirement eligible under an approved Bombardier retirement plan, the size of the grant is not affected and will be paid at the end of the vesting period, subject to meeting the applicable performance objectives.(1)
Restricted Share Units	If retirement on or after age 55 with 5 or more years of service, RSU grant is reduced in proportion to the length of service between the award date and the date of departure to the length of the total vesting period and will be paid at the end of the vesting period.
	If retirement on or after age 60 with 5 or more years of service or unreduced early retirement eligible under an approved Bombardier retirement plan, the size of the grant is not affected and will be paid at the end of the vesting period.(1)
Deferred Share Units	Upon retirement, DSUs already vested are settled in Class B subordinate voting shares before the last day of the calendar year of retirement. All unvested DSUs expire immediately.
Performance Cash LTI	If retirement on or after age 55 with 5 or more years of service, Performance Cash LTI grant is reduced in proportion to the length of service between the award date and the date of departure to the length of the total vesting period and will be paid at the end of the vesting period, subject to meeting the applicable performance objectives.
	If retirement on or after age 60 with 5 or more years of service or unreduced early retirement eligible under an approved Bombardier retirement plan, the size of the grant is not affected and will be paid at the end of the vesting period, subject to meeting the applicable performance objectives.(1)
Pension Plan	Pension benefits start being paid according to plan rules.
Benefits and Perquisites	Some benefits could continue up to age 65 depending on the number of years of service. Perquisites expire upon retirement.

Termination Without Cause
Severance Payment	Will be based on common or civil law requirements, except as described in "Termination and Change of Control Provisions" of Section 5 of this Circular.
Short-Term Incentive	None, except as described in "Termination and Change of Control Provisions" of Section 5 of this Circular.
Stock Options	The size of the grant is reduced in proportion to the length of service between the award date and the date of departure to the length of the total vesting period. The reduced number of stock options must be exercised in the following three years and regular vesting rules continue to apply during that period.
Performance Share Units	The PSU grant is reduced in proportion to the length of service between the award dat e and the date of departure to the length of the total vesting period and will be paid at the end of the vesting period, subject to meeting the applicable performance objectives.
Restricted Share Units	The RSU grant is reduced in proportion to the length of service between the award dat e and the date of departure to the length of the total vesting period and will be paid at the end of the vesting period.
Deferred Share Units	Upon termination, DSUs already vested are settled in Class B subordinate voting share s before the last day of the calendar year of termination. All unvested DSUs expire immediately.
Performance Cash LTI	The Performance Cash LTI grant is reduced in proportion to the length of service between the award date and the date of departure to the length of the total vesting period and will be paid at the end of the vesting period, subject to meeting the applicable performance objectives.
Pension Plan	Value of pension benefits payable in accordance with local legal requirements.
Benefits and Perquisites	All benefits and perquisites expire immediately or after a minimal period of a few months.
Death
Severance Payment	None

Short-Term Incentive	Entitled to pro-rata of short-term incentive for portion of financial year prior to the date of death.
Stock Options	Already vested stock options could be exercised within the following 12 months.(2)
Performance Share Units	The PSU grant is reduced in proportion to the length of service between the award date and the date of death to the length of the total vesting period and will be paid at the end of the vesting period, subject to meeting the applicable performance objectives.
Restricted Share Units	The RSU grant is reduced in proportion to the length of service between the award date and the date of death to the length of the total vesting period and will be paid at the end of the vesting period.
Deferred Share Units	Upon death, DSUs already vested are settled in Class B subordinate voting shares before the last day of the calendar year of death. All unvested DSUs expire immediately.
Performance Cash LTI	The Performance Cash LTI grant is reduced in proportion to the length of service between the award date and the date of death to the length of the total vesting period and will be paid at the end of the vesting period, subject to meeting the applicable performance objectives.
Pension Plan	Value of pension benefits payable in accordance with local legal requirements.
Benefits and Perquisites	All benefits expire immediately. Perquisites expire upon death.

Voluntary Resignation or Termination with Cause
Severance Payment	None
Short-Term Incentive	None
Stock Options	All options expire immediately.
Performance Share Units	All PSUs expire immediately.
Restricted Share Units	All RSUs expire immediately.
Deferred Share Units	Upon termination, DSUs already vested are settled in Class B subordinate voting shares before the last day of the calendar year of termination. However, vested DSUs may be cancelled by the HRCC if the termination of employment is due to a breach of the Code of Ethics. All unvested DSUs expire immediately.
Performance Cash LTI	All Performance Cash LTI amount expire immediately.
Pension Plan	Value of pension benefits payable in accordance with local legal requirements.
Benefits and Perquisites	All benefits and perquisites expire immediately.
Change of Control

Bombardier has no change of control arrangements or agreement with any of its executives. A termination without cause following a change of control would therefore trigger the provisions set forth for "Termination Without Cause", if any.

(1) The same applies if the individual takes a leave of absence resulting from sickness, disability, maternity, paternity, parental leave or adoption.

(2) Provided however that no stock option shall be exercised after the earlier of their original expiration date, and if applicable, three years from the retirement, voluntary authorized leave of absence or disability leave of absence date.

Summary

The HRCC is satisfied that Bombardier's current executive compensation policies, plans and levels of compensation are aligned with Bombardier's performance in light of applicable circumstances and reflect competitive market practices.

The HRCC is confident that these policies and plans allow Bombardier to attract, retain and motivate talented executives while promoting the creation of shareholder value.

The HRCC fully understands the long-term implications of the executive compensation policy and plans and the limitations that they may impose on the total compensation results.

Submitted by the Human Resources and Compensation Committee of the Board of Directors.

Anthony R. Graham, Chair Douglas R. Oberhelman Melinda Rogers-Hixon Antony N. Tyler

Section 6: Additional Information

DIRECTORS' AND OFFICERS' INSURANCE

Bombardier has in place a Directors' and Officers' Liability program for the benefit of the Corporation, its directors and officers to indemnify them against certain liabilities incurred by them in their capacity as directors and officers of the Corporation, subject to the terms, conditions and exclusions of the policy. The limit of insurance provided is \$125,000,000 per claim and in the aggregate for a period of 12 months, at a cost of \$2,626,200 for the same period. The retention applicable to the Corporation is \$10,000,000 for any insured claim.

AVAILABLE DOCUMENTATION

Copies of the Annual Information Form for the financial year ended December 31, 2024, this Circular and the 2024 Financial Report of Bombardier, which includes its audited consolidated financial statements and its management's discussion and analysis thereon for the fiscal year ended December 31, 2024, and copies of its quarterly financial reports, which include its quarterly financial statements filed since the date of its latest audited annual financial statements, may be obtained on request from our Investor Relations Department or at www.bombardier.com or www.sedarplus.ca. Financial information related to Bombardier is provided in its comparative financial statements and management's discussion and analysis thereon for the fiscal year ended on December 31, 2024.

We offer our shareholders the opportunity to view management proxy circulars, annual reports and quarterly reports through the Internet instead of receiving paper copies in the mail, which substantially reduces printing and mailing costs, and is more environmentally friendly as it reduces materials and energy consumption. You will find more information on this matter and the Meeting Materials in the Notice of Meeting and in Section 1 (General Information) of this Circular.

SHAREHOLDER PROPOSALS

Proposals with respect to any matter which persons entitled to vote at the 2026 annual meeting of shareholders of the Corporation wish to raise at such meeting must be made pursuant to the provisions, and subject to all conditions, of the CBCA, and must be received by the Corporation no later than January 31, 2026.

ADVANCE NOTICE REQUIREMENT FOR DIRECTOR NOMINATIONS

Bombardier's By-Law One contains an advance notice requirement in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Corporation (the "Advance Notice Requirement") other than pursuant to: (a) a requisition of a meeting made pursuant to the provisions of the CBCA; or (b) a shareholder proposal made pursuant to the provisions of the CBCA. In the case of an annual meeting of shareholders, notice to the Corporation must be made not less than 30 nor more than 65 days prior to the date of the annual meeting: provided, however that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made. In addition, the Advance Notice Requirement sets forth the information that a shareholder must include in the notice for it to be valid, including, among other things, identification and shareholding information about the nominee and information about the shareholder making the nomination and any proxy, contract, arrangement, understanding or relationship pursuant to which such shareholder has a right to vote any shares of Bombardier. Bombardier's By-Law One is available on our website at bombardier.com/en/about/our-governance and on the SEDAR+ website at www.sedarplus.ca.

OTHER BUSINESS TO BE TRANSACTED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Management of the Corporation is not aware of any matter to be submitted at the Meeting other than the matters set forth in the Notice of Meeting. Every proxy given to any person in the proxy form that accompanied the Notice of Meeting will confer discretionary authority with respect to amendments or variations to the items of business identified in the Notice of Meeting and with respect to any other matters that may properly come before the Meeting.

APPROVAL OF THE BOARD OF DIRECTORS OF BOMBARDIER

The contents and the sending of this Circular have been approved by the Board of Directors.

Dorval, Québec, March 7, 2025

Pierre Gagnon, Ad. E. Senior Vice President, General Counsel and Corporate Secretary

Appendix "A"

Mandate of the Board of Directors

MANDATE OF THE BOARD

The role of the Board of Directors (the "Board") of Bombardier Inc. ("Bombardier" or the "Corporation") is to supervise the management of Bombardier's business and affairs with the objective of increasing profitability and, therefore, enhancing shareholder value.

The directors, in exercising their powers and discharging their duties, shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Management's role is to conduct the day-to-day operations in a way that is consistent with the business plan approved by the Board.

The Board decides all matters expressly stated herein to be under its jurisdiction or provided for under the Canada Business Corporations Act ("CBCA") or other applicable legislation or Bombardier's articles of incorporation or bylaws (subject always to the power of the Board to delegate to a committee of the Board or to individual directors or officers any part of its authority which it may lawfully so delegate). The Board may assign to any committee of the Board the prior review of any issues the Board is responsible for. Recommendations of a committee of the Board are subject to Board approval. The Board is to be informed of any decisions by a committee of the Board at the regular Board meeting next following such decision.

As part of its stewardship responsibility, the Board advises management on significant business issues and has the following responsibilities:

A. Approving Bombardier's strategy

• · adopting a strategic plan, updating it on at least an annual basis, taking into account, among other things, the opportunities and risks of the business, and monitoring the implementation of the strategic plan by management;
• · adopting, on an annual basis, an appropriate business plan which reflects the implementation of the first year of the strategic plan, and reviewing it on a quarterly basis.

B. Monitoring financial matters and internal controls

• · through the work and recommendations of the Audit Committee, monitoring the quality and integrity of Bombardier's accounting and financial reporting systems, disclosure controls and procedures, internal controls and management information systems, including by overseeing:
• a) the integrity and quality of Bombardier's financial statements and other financial information and the appropriateness of their disclosure;
• b) external auditors' independence and qualifications;
• c) the performance of Bombardier's internal audit function and of Bombardier's external auditors; and
• d) Bombardier's compliance with its own Code of Ethics and related policies and all applicable legal and regulatory requirements;
• · except to the extent delegated by the Board, the responsibility of all decisions involving a minimum amount, as provided in the Corporation's approved Delegation of Authority Matrix policy pertaining to the various levels of authority;
• · based on the recommendations of the Audit Committee, recommending to the shareholders of Bombardier the appointment of its external auditors;
• · through the work and recommendations of the Audit Committee, ensuring that an appropriate risk assessment process is in place to identify, assesses and manage the principal risks of Bombardier's business;
• · adopting communications policies and monitoring Bombardier's investor relations programs, and ensuring Bombardier's communications policies (i) address how Bombardier interacts with analysts, investors, other key stakeholders and the public, (ii) contain measures for Bombardier to comply with its continuous and timely disclosure obligations and to avoid selective disclosure, and (iii) are reviewed at least annually.

C. Monitoring pension fund matters

· through the work and recommendations of the Audit Committee, monitoring and reviewing Bombardier's pension fund investment policies and practices, in the context of pension plan liabilities.

D. Monitoring environmental matters

· through the work and recommendations of the Audit Committee and the Corporate Governance and Nominating Committee, monitoring and reviewing, as appropriate, Bombardier's environmental policies and practices and overseeing their compliance with applicable legal and regulatory requirements.

E. Monitoring occupational health and safety matters

· through the work and recommendations of the Human Resources and Compensation Committee and the Corporate Governance and Nominating Committee, monitoring and reviewing, as appropriate, Bombardier's occupational health and safety policies and practices and overseeing their compliance with applicable legal and regulatory requirements.

F. Overseeing the succession planning of the Chief Executive Officer ("CEO") and a number of selected senior executive positions through the appropriate mechanisms put in place by the Human Resources and Compensation Committee

• · appointing the CEO, monitoring his or her performance and overseeing the appointment of a number of selected senior executive positions;
• · approving the compensation of the CEO and ensuring that an appropriate portion of the compensation of the CEO and of a number of selected senior executive positions is tied to the shortterm and long-term performance of Bombardier;
• · ensuring that recruitment, training and development processes are in place to attract, motivate and retain qualified executives to meet Bombardier's business objectives.

G. Monitoring corporate governance issues through the work and recommendations of the Corporate Governance and Nominating Committee

· monitoring the size and composition of the Board to ensure effective decision-making;

• · overseeing management in the competent and ethical operation of Bombardier;
• · monitoring Bombardier's approach to governance issues and monitoring, reviewing and approving changes to, as appropriate, Bombardier's Corporate Governance Manual and policies;
• · reviewing, from time to time, and approving changes to, as appropriate, Bombardier's Code of Ethics and related policies applicable to Bombardier's directors, officers and employees;
• · ensuring the annual performance assessment of the Board, each committee of the Board, Board and committee chairs, and individual directors, and determining their remuneration (other than for any executive directors);
• · recommending to the Board (i) the Board nominees for election at the annual meeting of shareholders or (ii) up to two nominees to be appointed by the Board as additional directors to hold office for a term expiring not later than the close of the next annual meeting of shareholders or (iii) the nominees to fill Board vacancies.

H. The Lead Director

• · prior to or after each regular meeting of the Board, if required, the independent directors will meet under the chairpersonship of the Lead Director who is appointed annually by the members of the Board;
• · additional meetings may be held at the request of any independent director;
• · thereafter, the Lead Director will transmit to the Chair of the Board and the CEO, any comment, question or suggestion of independent directors;
• · the independent directors have no decision-making power on their own for matters to be decided by the Board;
• · independent directors may provide for their own procedures such as secretariat, notices of meeting, minutes and similar matters;
• · their quorum is composed of a majority of the independent directors.

Shareholders Proposals from the Mouvement d'éducation et de défense des actionnaires ("MÉDAC")

PROPOSAL 1: Directors' environment and climate change competencies (translation)

It is proposed that Bombardier enhance the skills matrix for its directors to take specific account of experience and expertise in environmental and climate change issues.

Supporting Statement

The Canada Business Corporations Act was amended in 2019 to include a non-exhaustive list of factors that companies may consider when determining what is in the company's best interests: the interests of shareholders, employees, retirees and pensioners, creditors, consumers and governments, the environment and the company's long-term interests.

The latest edition (2023) of the Globe and Mail's Board Games[1] introduced two new criteria for assessing board performance: inclusion of climate expertise in the skills matrix of the companies being evaluated, and the training provided to directors in this field. A number of institutional investors also consider the role played by the board of directors and its committees in their review of corporate governance practices.

The directors' skills matrix refers to competencies in corporate social responsibility and covers all ESG factors. However, this expertise in climate change and the environment requires specific knowledge that deserves special attention.

Bombardier recently stood out by becoming the only business jet manufacturer to publish the environmental footprint of its entire aircraft portfolio. The company could serve as a model by amending its skills matrix to reflect its environmental and climate change policies.

BOMBARDIER'S RESPONSE

Our Board of Directors, with the assistance of its committees, already assumes the governance of ESG matters, notably the environment and climate, which includes monitoring and reviewing environmental policies and practices and environmental risks, where applicable, and overseeing compliance with relevant laws and regulatory requirements. The Board of Directors is also responsible for adopting the Corporation's global corporate strategy, which includes various sustainability-related topics such as our ESG plan. Please also see "Committees of the Board of Directors" and "Environmental Footprint" in Section 4 of this Circular for additional information about oversight and governance of sustainability and environmental matters within the Corporation.

While sustainability at Bombardier is headed by our Senior Vice President of People and Sustainability, our entire Senior Leadership Team contributes to and is responsible for the progression of the strategies of our ESG plan and the achievement of sustainability objectives. Certain executives have particular environmental and climate change related expertise and responsibilities, and are supported by teams that include individuals with particular knowledge and experience related to environmental and climate change matters. We have also established a Climate Working Group with experts from different functions within the Corporation such as sustainability, environment, engineering, operations, business strategy, investor relations, legal/governance, and accounting and finance, which group is responsible for conducting climate-related risks assessments and developing the Corporation's climate strategy.

Our directors receive regular reports and updates from executives on various sustainability related topics and developments of the Corporation, including progression on climate related strategies. These often lead to open discussions and are opportunities for our directors to provide feedback directly to management. The Board of Directors and management are therefore in the best position to fully assess and oversee the deployment of the components of the Corporation's ESG strategy, which includes its environmental strategy.

In light of the foregoing, the Board of Directors believes that adding a category to the directors' skills matrix to take specific account of experience and expertise in environmental and climate change issues is not necessary. An approach combining regular reporting and ongoing dialogue between the directors and the Corporation's stakeholders on ESG strategy matters, including the environment and climate change, should be favoured and is more relevant than adding a new specific category to the skills matrix. We believe that the categories included in our directors' skill matrix (as set out in section 4 of this Circular) are the correct balance of primary competencies required to effectively oversee and manage the business of Bombardier.

⁽¹⁾ https://www.theglobeandmail.com/business/careers/management/board-games/article-the-globe-and- mailscomprehensive-ranking-of-canadas-corporate-boards-3/

We recognize the importance of environmental and climate change issues. Corporate social responsibility, including ESG matters, is a key aspect to our corporate strategy. With the publication of this Circular, we have improved the description in our directors' skills matrix of the competencies sought in directors with respect to corporate social responsibility to clarify their scope to include, among other things, issues related to the environment, climate change and the management of sustainability related risks and opportunities.

The Board of Directors therefore recommends that shareholders vote AGAINST ✘ shareholder Proposal 1.

PROPOSAL 2: Disclosure of languages mastered by employees (translation)

It is proposed that the languages mastered by employees be disclosed, broken down by jurisdiction, for all territories (countries, states, provinces) in which the company operates.

Supporting statement

When candidates are hired, their competencies are assessed to determine whether they meet the requirements of the job for which they are applying. Among these, of course, are language skills. Information on this subject is known to all companies. This information, in its statistical form, is of interest to everyone.

In recent years, several public controversies about language have tainted the reputation of major companies with respect to their social responsibility and their interpretation of their duties and obligations with respect to the diversity inherent in our societies. Language is at the heart of our democratic institutions and is a fundamental attribute of the community. Such situations, harmful from every point of view, must be avoided. To this end — and for several other reasons — it is appropriate for all interested parties (stakeholders) to know, through a formal and official disclosure, the languages mastered by the Company's employees.

Obviously, by "mastered", what is understood is a level of language sufficient to allow its generalized use, verbal and written, in all spheres of activity of both legal and physical persons; a level of language sufficient to enable each one to assume their duties and functions fully and completely.

BOMBARDIER'S RESPONSE

Founded in 1942 in Quebec's Eastern Townships, Bombardier has become an integral part of Quebec's economic and cultural fabric. Headquartered in the Greater Montreal area, Bombardier has a strong international presence and is proud to be among the world's aviation leaders, enhancing Quebec's innovative strength throughout Canada and abroad.

The company employs approximately 18,800 workers and professionals in 20 countries. The Company and its subsidiaries operate aerostructure, aircraft assembly and completion facilities in Quebec, Ontario, the United States and Mexico, and also have offices, service centers, customer response centers, line maintenance stations and other facilities in Ottawa and Toronto, Ontario, as well as in the United States, the United Kingdom, Germany, France, Switzerland, Austria, the United Arab Emirates, Singapore, China and Australia. Our activities in the Province of Quebec support approximately 10,000 jobs and a network of over 850 suppliers and partners.

As a company doing business in Quebec, we respect the Charter of the French Language, which stipulates, namely, that the French language is the language of work, commerce and business.

All of the Company's shareholder meetings are conducted primarily in French, although English is also used to foster genuine dialogue with all our shareholders and other stakeholders. Any portion of a meeting held in English is simultaneously translated into French, so participants can easily listen to the meetings entirely in French, if they so wish. Going forward, the Company remains committed to ensuring that French remains at the heart of its activities, and that all its stakeholders can communicate and interact with it in French.

Disclosing language skills for all our employees in all the jurisdictions in which we operate raises certain issues, both administrative and privacy-related. The relative importance of language skills is not the same in every jurisdiction around the world. It is crucial to understand that the diversity of the linguistic contexts in which we operate makes this a difficult proposition to achieve, and that its costs will outweigh its benefits. Conscious of our employees' right to privacy, disclosure of the languages spoken by all our employees would be provided on a voluntary basis and would be likely to be highly imprecise, while the costs associated with collecting this information from our employee base, which, we recall, numbers approximately 18,800, and keeping it up to date, would be high.

Additionally, we are committed to providing our customers, employees and other stakeholders with services, communications and workplaces that are diverse, inclusive and respectful of the rights, duties and obligations set out in laws relating to languages of use and work. Bombardier has already adopted best practices in terms of respect for language rights for many years.

In view of the foregoing, we consider that the disclosure of the information covered by this proposal will not add value for shareholders. In fact, this proposal could lead to significant administrative burdens and complications.

The Board of Directors therefore recommends that shareholders vote AGAINST ✘ shareholder Proposal 2.

PROPOSAL 3: In-person annual meetings (translation)

Given the percentage of votes obtained in favour of this proposal at the last annual meeting (15.48%), we are tabling this proposal again to request that the Corporation's annual meetings be held in person, virtual meetings being in addition to, not in replacement of, in-person meetings.

Supporting statement

Voting shares are divided into two blocks: those held by the family (Class A shares) and those with subordinate voting rights (Class B shares). Each Class A share entitles the holder thereof to 10 votes and each Class B Subordinate Voting Share entitles the holder thereof to one vote. The voting rights associated with the Class B subordinate voting shares represented approximately 41.42% of the voting rights attached to all of the issued and outstanding voting shares of the Corporation.

Given the recommendation of the company's management to vote against our proposal, it is safe to assume that all the votes cast in favour of our proposal came from the subordinate shares. Close to 40% at least of the holders of subordinate shares therefore supported our proposal. At a time when face-to-face exchanges are becoming increasingly rare, and frank, direct communication more and more valuable, we feel that the hybrid formula we have suggested is the most appropriate.

BOMBARDIER'S RESPONSE

In light of the experience acquired over the last five years and further to our ongoing evaluation of the pros and cons of each type of meeting, the Corporation has decided to once again hold its annual meeting virtually in 2025. Like many other large Canadian corporations, we have noted that holding meetings virtually offers several major benefits to the Corporation, our shareholders and other stakeholders, including:

• Increased accessibility our shareholders, much like our business, are present throughout the globe. By taking advantage of technological solutions, virtual meetings offer a concrete possibility that is equally available to all of our registered shareholders and their proxyholders (as well as our employees and other stakeholders), regardless of their geographical location, to participate in the fundamental decisions that are made during the meetings.
• Significant carbon footprint reduction the carbon footprint of our virtual meetings is significantly lower than that of in-person or hybrid meetings, as participants do not need to travel to a physical location.
• Minimized costs the virtual format helps minimize meeting-related costs for the Corporation, our shareholders and other participants.
• Minimized schedule disruptions as meeting participation is virtual and the meeting procedures are simple and efficient, the impacts of our meetings on the schedules of our shareholders have been greatly reduced.

Beyond these tangible benefits, the Corporation recognizes that regardless of the meetings' format, it is crucial that they be conducted efficiently, fairly and openly, and in a manner that allows for the full participation of our shareholders. We have therefore taken the necessary measures to ensure that each virtual meeting uses a format that reproduces the participation experience of in-person meetings, which includes communicating a clear and simple procedure and guaranteeing that our shareholders are able to participate in, and interact with management throughout, the meeting.

To that end, we will strive to comply with the accepted practices in such matters described at greater length in Section 1 (General Information) of this Circular. Thanks to these measures, which we disclose before our meetings, our registered shareholders and duly appointed proxyholders are provided participation rights comparable to those they would enjoy at in-person meetings. They can, among other things, interact in real time with the Chair of the Board of Directors and members of management in attendance, submit questions by telephone or in writing, speak at the meeting to present proposals, benefit from the simultaneous translation of the documentation presented and the speakers' presentations and, if they are unable to attend the meeting, they can listen to a recording of the meeting that will be made publicly available on our website. Registered shareholders also have the option of submitting questions in writing before the meeting when submitting their votes online through investorvote.com.

In light of the above, the Board of Directors believes it is beneficial to all parties involved that the annual meetings be held virtually and that owing to the measures taken by the Corporation, meeting participants have the opportunity to participate fully and fairly, as though they were physically present thereat.

The Board of Directors therefore recommends that shareholders vote AGAINST ✘ shareholder Proposal 3.

PROPOSAL 4: Advanced generative AI systems and Code of Conduct (translation)

It is proposed that the Bombardier adhere to the Voluntary Code of Conduct on the Responsible Development and Management of Advanced Generative AI Systems.

Supporting statement

Over a year ago, the federal government published the Voluntary Code of Conduct on the Responsible Development and Management of Advanced Generative AI Systems.[2] Systems referred to include ChatGPT, DALL·E 2 and Midjourney. Although they offer many advantages, such as the ability to draft emails, answer complex questions, produce images or produce realistic videos, they present significant health and safety risks, can propagate bias and carry the potential for serious social impacts, particularly when used by malicious actors.

It is telling that even the pioneers of artificial intelligence are wary of the risks it presents. In early 2023, over 350 AI industry leaders signed a declaration[3] urging the international community to make it a priority to mitigate the risk of "extinction" posed by AI, placing it on par with a pandemic or nuclear war. Since this moratorium has not taken place, it is safe to assume that the urgency to act is even greater today, as Joshua Bengio, one of the signatories of this moratorium request, expressed it in an interview with Les Affaires. [4]

Aware of the importance of a rigorous framework to manage and mitigate these risks, the federal government invited companies to join the Code, which describes:

• · measures that should be applied pending the adoption of regulations under the Artificial Intelligence and Data Act;
• · as well as the additional measures that should be taken by any company that develops or manages the operations of such a system made widely available for use, i.e. systems with a wider range of potentially harmful or inappropriate use.

The purpose of this proposal is to invite the Board of Directors to decide that the company should adhere to this Code of Conduct.

BOMBARDIER'S RESPONSE

Bombardier recognizes the merits of the Canadian Federal Government's Voluntary Code of Conduct on the Responsible Development and Management of Advanced Generative AI Systems (the Canadian Code of Conduct) and supports the broader goal of ensuring responsible and ethical artificial intelligence (AI) practices.

As part of our commitment to responsible AI, the Corporation formed a Responsible AI Working Group in May 2024, comprised of representatives from various internal stakeholder groups, including Information Technology, Ethics & Compliance, Products and Services, Legal, Communications and others, and which group reports to an AI Council comprised of senior executives of Bombardier. The Responsible AI Working Group's mandate is to review and consider how AI tools and technology can be employed within Bombardier's operations and services in a responsible and ethical manner. Bombardier is not, and has no plan to become, a developer of advanced generative AI systems. Our intended use of AI is for internal systems that can assist or support Bombardier employees in their daily functions and for supporting our customers in operating and maintaining their aircraft, and not general-purpose systems that interact with the broader public or public information. We believe that AI, when used in an appropriate and responsible manner, can bring efficiencies to our activities in order to stay competitive in the Global market.

The Responsible AI Working Group has been actively developing guidelines in consideration of the foregoing, tailored to our intended use of AI and the global nature of our business. This effort includes putting in place robust governance structures and implementing the controls needed to effectively manage AI-related risks. In developing our approach, we draw on various publicly available responsible AI policies, including the Canadian Code of Conduct.

⁽²⁾ https://ised-isde.canada.ca/site/ised/en/voluntary-code-conduct-responsible-development-and-management-advancedgenerative-ai-systems

⁽³⁾ https://futureoflife.org/open-letter/stoppons-les-experimentations-sur-les-ia-une-lettre-ouverte/

⁽⁴⁾ https://www.lesaffaires.com/secteurs/techno/yoshua-bengio-le-moratoire-na-pas-eu-lieu-2/

Our first priority is to define and adopt internal guidelines in 2025 based on how AI is to be used within Bombardier, while ensuring the guidelines are aligned with our operations and the requirements of our industry. Once this foundation is firmly in place, we will continue to evaluate external policies and codes of conduct, including formal adherence to voluntary AI frameworks such as the Canadian Code of Conduct, where suitable and advisable, to ensure alignment between our practices, principles and commitments.

We believe that our current strategy, focused on developing a robust internal framework for responsible AI, based on how AI will actually be used within our operations, before any formal adherence to external codes, represents a rigorous and effective path for AI risk management by the Corporation.

Considering the foregoing, and further to discussions management held with MÉDAC, it was agreed that Proposal 4 would not be presented at the Meeting for voting purposes.

Stock Options and Deferred share Units

STOCK OPTIONS

A grant of stock options represents the right to purchase an equal number of Class B subordinate voting shares at the determined exercise price.

The main rules of the 1986 Stock Option Plan, as amended (the "Stock Option Plan") are as follows:

• the exercise price equals the weighted average trading price of the Class B subordinate voting shares traded on the TSX on the five trading days immediately preceding the day on which an option is granted;
• options have a maximum term of seven years and vest at a rate of 100% at the end of the third anniversary of the date of grant; the three-year vesting period aligns with the vesting schedules of the RSU/PSU/DSU plans;
• if the expiration date of an option falls during, or within 10 business days following the expiration of a blackout period, such expiration date shall automatically be extended for a period of 10 business days following the end of the blackout period; and
• refer to "Termination and Change of Control Provisions" of Section 5 of this Circular for the treatment of stock options in such cases.

In addition, the Stock Option Plan provides that no option or any right in respect thereof shall be transferable or assignable otherwise than by will or pursuant to the laws of succession.

The granting of stock options is subject to the following rules:

• granting non-assignable options to purchase Class B subordinate voting shares may not exceed 8,985,648, taking into account the aggregate number of Class B subordinate voting shares issuable under any other security-based compensation arrangement of the Corporation (within the meaning of the rules of the TSX); and
• in any one-year period, any insider or his or her associates may not be issued shares exceeding 5% of all issued and outstanding Class B subordinate voting shares.

DEFERRED SHARE UNITS ("DSUs")

The objectives of each of the Deferred Share Unit Plan (the "DSU Plan") and 2010 Deferred Share Unit Plan (the "2010 DSUP") is to align executives' interests with shareholder value growth, to focus on achieving financial results with a strong pay-for-performance emphasis, and to retain key talent.

The HRCC believes that these incentive plans fulfill the executive compensation policy objectives because:

• they recognize and reward the impact of longer-term strategic actions undertaken by the executives;
• they promote executive retention since the grants vest over a number of years;
• the value of the grants depends on the future value of the Class B subordinate voting shares; and
• in the case of DSUs granted prior to June 2010, there is no dilution effect on shareholders as such DSUs are delivered, upon settlement, in cash or as Class B subordinate voting shares purchased on the secondary market.

The HRCC sets target objectives for each grant based on Bombardier's financial goals. These incentive plans are designed to motivate executives to exceed Bombardier's financial targets through the application of thresholds for payouts and increased payouts when targets are exceeded.

A grant of DSUs represents the right to receive an equal number of Class B subordinate voting shares or, in the case of DSUs granted prior to June 2010, a cash payment equal to the value of the DSUs, if the pre-determined performance targets are attained.

The main rules of the DSU Plan and 2010 DSUP are summarized below:

• the vesting period is determined at the date of the grant, subject to a maximum term of three years from that date;
• the key performance indicator and targets for DSUs are usually determined at the date of the grant by the HRCC;
• the number of Class B subordinate voting shares or amount of the cash payment delivered upon the participant's termination of employment, death or retirement may be cancelled, reduced or increased depending on the actual results of the applicable performance indicator(s);
• dividend equivalents will be settled in the form of additional DSUs;

Bombardier 2025 Management Proxy Circular APPENDIX "C" 84

• the maximum number of Class B subordinate voting shares which may be issued from treasury under the 2010 DSUP is 960,000; and
• refer to "Termination and Change of Control Provisions" of Section 5 of this Circular for the treatment of DSUs in such cases.

In addition, the terms of the DSU Plan and 2010 DSUP provide that the rights of a participant thereunder may not be assigned, encumbered, pledged, transferred or alienated in any way other than by will or pursuant to the laws of succession.

When a DSU participant's employment terminates for any reason, vested DSUs are settled. Vested DSUs granted before June 2010 under the DSU Plan are settled as Class B subordinate voting shares purchased on the secondary market or, at the discretion of the HRCC, the cash equivalent. Vested DSUs granted on or after June 2010 under the 2010 DSUP are settled as Class B subordinate voting shares issued from treasury or purchased on the secondary market. Actual settlements of vested DSUs may be postponed by the HRCC until the last calendar day of the year of termination of employment, death or retirement.

COMMON TERMS

In addition, under the terms of both the 2010 DSUP and Stock Option Plan:

• the total number of Class B subordinate voting shares issuable from treasury, together with the Class B subordinate voting shares issuable from treasury under all of the Corporation's other security-based compensation arrangements, at any time, may not exceed 10% of the aggregate number of issued and outstanding Class B subordinate voting shares and Class A shares;
• the total number of Class B subordinate voting shares issuable from treasury to insiders and their associates, together with the Class B subordinate voting shares issuable from treasury to insiders and their associates under all of the Corporation's other security-based compensation arrangements, at any time, may not exceed 5% of the total issued and outstanding Class B subordinate voting shares;
• the total number of Class B subordinate voting shares issued from treasury to insiders and their associates, together with the Class B subordinate voting shares issued from treasury to insiders and their associates under all of the Corporation's other security-based compensation arrangements, within any given one-year period, may not exceed 10% of the total issued and outstanding Class B subordinate voting shares; and
• a single person cannot hold DSUs covering, or options to acquire, as the case may be, more than 5% of the Class B subordinate voting shares issued and outstanding.

As of December 31, 2024, the status was as follows:

	Plan	Issued	Issuable under DSUs Granted OR Stock Options Granted but Unexercised	Issuable for Future DSUs OR Stock Option Grants(1)
Total number of Class B subordinate voting shares	Stock Option Plan	5,486,851(2)	515,487	2,983,310
	2010 DSUP	36,522	18,547	904,931
% of total number of Class A	Stock Option Plan	5.49%	0.52%	2.98%
shares and Class B subordinate voting shares issued and outstanding	2010 DSUP	0.04%	0.02%	0.90%

• (1) The aggregate number of Class B subordinate voting shares issuable under the Stock Option Plan and the 2010 DSUP may not exceed, taking into account the aggregate number of Class B subordinate voting shares issuable under any other security based compensation arrangement of the Corporation, 8,985,648.
• (2) Including a number of 21,600 shares which were issued pursuant to the exercise of stock options granted under the Stock Option Plan for the benefit of the non-executive directors of Bombardier, which was abolished effective October 1, 2003.

The total number of stock options issued in the financial year ended December 31, 2024 (being 90,185 stock options), as a percentage of the total number of Class A shares and Class B subordinate voting shares that were issued and outstanding as at December 31, 2024, is 0.09%.

RIGHT TO AMEND THE 2010 DSUP OR THE STOCK OPTION PLAN

The Board of Directors may, subject to receiving the required regulatory and stock exchange approvals, amend, suspend or terminate the 2010 DSUP and any DSUs granted thereunder or the Stock Option Plan and any outstanding stock option, as the case may be, without obtaining the prior approval of the shareholders of the Corporation; however, no such amendment or termination shall affect the terms and conditions applicable to unexercised stock options previously granted without the consent of the relevant optionees, unless the rights of such optionees shall have been terminated or exercised at the time of the amendment or termination.

Subject to but without limiting the generality of the foregoing, the Board of Directors may:

• wind up, suspend or terminate the 2010 DSUP or the Stock Option Plan;
• terminate an award granted under the 2010 DSUP or the Stock Option Plan;
• modify the eligibility for, and limitations on, participation in the 2010 DSUP or the Stock Option Plan;
• modify periods during which the options may be exercised under the Stock Option Plan;
• modify the terms on which the awards may be granted, terminated, cancelled and adjusted and, in the case of stock options only, exercised;
• amend the provisions of the 2010 DSUP or the Stock Option Plan to comply with applicable laws, the requirements of regulatory authorities or applicable stock exchanges;
• amend the provisions of the 2010 DSUP or the Stock Option Plan to modify the maximum number of Class B subordinate voting shares which may be offered for subscription and purchase under the 2010 DSUP or the Stock Option Plan following the declaration of a stock dividend, subdivision, consolidation, reclassification, or any other change with respect to the Class B subordinate voting shares;
• amend the 2010 DSUP or the Stock Option Plan or an award thereunder to correct or rectify an ambiguity, a deficient or inapplicable provision, an error or an omission; and
• amend a provision of the 2010 DSUP or the Stock Option Plan relating to the administration or technical aspects of the plan.

However, notwithstanding the foregoing, the following amendments must be approved by the shareholders of the Corporation:

• In the case of the Stock Option Plan or outstanding options:
• an amendment allowing the issuance of Class B subordinate voting shares to an optionee without the payment of a cash consideration, unless provision has been made for a full deduction of the underlying Class B subordinate voting shares from the number of Class B subordinate voting shares reserved for issuance under the Stock Option Plan;
• a reduction in the purchase price for the Class B subordinate voting shares in respect of any option or an extension of the expiration date of any option beyond the exercise periods provided by the Stock Option Plan;
• the inclusion, on a discretionary basis, of non-employee directors of the Corporation as participants in the Stock Option Plan;
• an amendment allowing an optionee to transfer options other than by will or pursuant to the laws of succession;
• the cancellation of options for the purpose of issuing new options;
• the grant of financial assistance for the exercise of options;
• an increase in the number of Class B subordinate voting shares reserved for issuance under the Stock Option Plan; and
• any amendment to the method for determining the purchase price for the Class B subordinate voting shares, in respect of any option.
• In the case of the 2010 DSUP or DSUs granted thereunder:
• an amendment allowing a participant to transfer DSUs, other than by will or pursuant to the laws of succession; and
• an increase in the number of treasury Class B subordinate voting shares reserved for issuance under the 2010 DSUP.

Appendix "D"

Non-GAAP financial measures and ratios

The Circular includes certain reported earnings of the Corporation in accordance with IFRS and the following non-GAAP financial measures and ratios. The reported earnings included in this Circular are more fully detailed and discussed in the 2024 Financial Report. The following definitions and reconciliations are extracted from the 2024 Financial Report.

Non-GAAP Financial Measures
Adjusted EBIT	EBIT excluding certain items which do not reflect the Corporation's core performance or where their separate presentation will assist users of the consolidated financial statements in understanding the Corporation's results for the period. Such items include restructuring charges (reversals), loss (gain) related to disposal of business, impairment and program termination (reversals), certain one-time pension related items included in other expense (income) such as loss (gain) on pension annuity purchases, and non-commercial legal claims.
Adjusted EBITDA	Adjusted EBIT plus amortization charges on PP&E and intangible assets.
Adjusted net income (loss)	Net income (loss) from continuing operations excluding restructuring charges, (gain) loss related to disposal of business, impairment and program termination, certain one-time pension related items included in other (income) expense such as (gain) loss on pension annuity purchases, non-commercial legal claims, certain net gains and losses arising from changes in measurement of provisions and of financial instruments carried at FVTP&L, accretion on net retirement benefit obligation, losses (gains) on repayment of long-term debt, changes in discount rates of provisions and the related tax impacts of these items.
Free cash flow (usage)	Cash flows from operating activities—continued operations less net additions to PP&E and intangible assets.
Available liquidity	Cash and cash equivalents, plus undrawn amounts under credit facilities.
Adjusted net debt	Long-term debt less cash and cash equivalents.
Non-GAAP Financial Ratios
Adjusted EPS	EPS calculated based on adjusted net income attributable to equity holders of Bombardier Inc., using the treasury stock method, giving effect to the exercise of all dilutive elements.
Adjusted EBIT margin	Adjusted EBIT, as a percentage of total revenues.
Adjusted EBITDA margin	Adjusted EBITDA, as a percentage of total revenues.
Adjusted net debt to adjusted EBITDA ratio	Adjusted net debt divided by adjusted EBITDA.

Non-GAAP and other financial measures

Non-GAAP and other financial measures are measures mainly derived from the consolidated financial statements but are not standardized financial measures under the financial reporting framework used to prepare our financial statements. Therefore, these might not be comparable to similar non-GAAP and other financial measures used by other issuers. The exclusion of certain items from non-GAAP or other financial measures does not imply that these items are necessarily non-recurring.

ADJUSTED EBIT

Adjusted EBIT is defined as the EBIT excluding certain items which do not reflect the Corporations core performance or where their separate presentation will assist users of the consolidated financial statements in understanding the Corporation's results for the period. Such items include restructuring charges (reversals)(1), loss (gain) related to disposal of business(2), impairment and program termination (reversals)(3), certain one-time pension related items included in other expense (income) such as loss (gain) on pension annuity purchases, and non-commercial legal claims. Management uses adjusted EBIT for purposes of evaluating underlying business performance. Management believes presentation of this non-GAAP operating earnings measure in addition to IFRS measures provides users of our 2024 Financial Report with enhanced understanding of our results and related trends and increases the transparency and clarity of the core results of our business. For these reasons, a significant number of users of the management's discussion and analysis in the 2024 Financial Report ("MD&A") analyze our results based on this financial measure. Management believes this measure helps users of the MD&A to better analyze results, enabling better comparability of our results from one period to another and with peers.

ADJUSTED EBITDA

Adjusted EBITDA is defined as the EBIT excluding restructuring charges (reversals)(1), loss (gain) related to disposal of business(2), impairment and program termination (reversals)(3), certain one-time pension related items included in other expense (income) such as loss (gain) on pension annuity purchases, non-commercial legal claims, and amortization charges on PP&E and intangible assets. Management uses adjusted EBITDA for purposes of evaluating underlying business performance. Management believes this non-GAAP operating earnings measure in addition to IFRS measures provides users of our 2024 Financial Report with enhanced understanding of our results and related trends and increases the transparency and clarity of the core results of our business, since it excludes the effects of items that are usually associated with investing or financing activities and items that do not reflect our core performance or where their exclusion will assist users in understanding our results for the period. For these reasons, a significant number of users of the MD&A analyze our results based on this financial measure. Management believes this measure helps users of the MD&A to better analyze results, enabling better comparability of our results from one period to another and with peers.

ADJUSTED NET INCOME (LOSS)

Adjusted net income (loss) is defined as the net income (loss) from continuing operations adjusted for certain specific items that are significant but are not, based on management's judgment, reflective of the Corporation's underlying operations. These include adjustments related to restructuring charges (reversals)(1), loss (gain) related to disposal of business(2), impairment and program termination (reversals)(3), certain one-time pension related items included in other expense (income) such as loss (gain) on pension annuity purchases, non- commercial legal claims, certain net gains and losses arising from changes in measurement of provisions and of financial instruments carried at FVTP&L, accretion on net retirement benefit obligation, losses (gains) on repayment of long-term debt, changes in discount rates of provisions and the related tax impacts of these items. Management uses adjusted net income (loss) for purposes of evaluating underlying business performance. Management believes this non-GAAP earnings measure in addition to IFRS measures provides users of our 2024 Financial Report with enhanced understanding of our results and related trends and increase the transparency and clarity of the core results of our business. Adjusted net income (loss) excludes items that do not reflect our core performance or where their exclusion will assist users in understanding our results for the period. For these reasons, a significant number of users of the MD&A analyze our results based on this financial measure. Management believes this measure helps users of the MD&A to better analyze results, enabling better comparability of our results from one period to another and with peers.

ADJUSTED EPS

Adjusted EPS is defined as the adjusted net income (loss) attributable to equity shareholders of Bombardier Inc., divided by the weighted-average diluted number of common shares for the period. Management uses adjusted EPS for purposes of evaluating underlying business performance. Management believes this non-GAAP financial ratio in addition to IFRS measures provides users of our 2024 Financial Report with enhanced understanding of our results and related trends and increases the transparency and clarity of the core results of our business. Adjusted EPS excludes items that do not reflect our core performance or where their exclusion will assist users in understanding our results for the period. For these reasons, a significant number of users of the MD&A analyze our results based on this financial measure. Management believes this measure helps users of the MD&A to better analyze results, enabling better comparability of our results from one period to another and with peers.

ADJUSTED EBIT MARGIN

Adjusted EBIT margin is defined as the adjusted EBIT expressed as a percentage of total revenues. Management uses adjusted EBIT margin for purposes of evaluating underlying business performance. Management believes this non-GAAP financial ratio in addition to IFRS measures provides users of our 2024 Financial Report with enhanced understanding of our results and related trends and increase the transparency and clarity of the core results of our business. Adjusted EBIT margin excludes items that do not reflect our core performance or where their exclusion will assist users in understanding our results for the period. For these reasons, a significant number of users of the MD&A analyze our results based on this financial measure. Management believes this measure helps users of the MD&A to better analyze results, enabling better comparability of our results from one period to another and with peers.

ADJUSTED EBITDA MARGIN

Adjusted EBITDA margin is defined as the adjusted EBITDA expressed as a percentage of total revenues. Management uses adjusted EBITDA margin for purposes of evaluating underlying business performance. Management believes this non-GAAP financial ratio in addition to IFRS measures provides users of our 2024 Financial Report with enhanced understanding of our

⁽¹⁾ Includes severance charges or related reversal, as well as curtailment losses (gains), if any.

⁽²⁾ Includes changes in provisions related to past divestitures.

⁽³⁾ Includes impairment or reversal of impairment of PP&E and intangible assets, as well as provisions related to program termination or their related reversal, if any. For fiscal year 2023, includes impairment of \$85 million related to an aircraft product upgrade, started in 2018 and paused in 2020.

results and related trends and increase the transparency and clarity of the core results of our business. Adjusted EBITDA margin excludes items that do not reflect our core performance or where their exclusion will assist users in understanding our results for the period. For these reasons, a significant number of users of the MD&A analyze our results based on this financial measure. Management believes this measure helps users of the MD&A to better analyze results, enabling better comparability of our results from one period to another and with peers.

RECONCILIATION OF ADJUSTED EBIT TO EBIT AND COMPUTATION OF ADJUSTED EBIT MARGIN

	Fourth quarters ended December 31			Fiscal years ended December 31
	2024 2023			2024		2023
EBIT	\$ 342		\$ 211	\$	878	\$	793
Restructuring charges (reversals)(1)		4	1		3		1
Loss (gain) related to disposal of business(2)		—	(19)		—		(81)
Impairment and program termination (reversals)(3)		3	82		2		83
Non-commercial legal claims		—	—		25		—
Pension related items(4)		7	3		7		3
Adjusted EBIT	\$ 356		\$ 278	\$	915	\$	799
Total revenues	\$3,108		\$3,062		\$8,665		\$8,046
Adjusted EBIT margin	11.5%		9.1%		10.6%		9.9%

RECONCILIATION OF ADJUSTED EBITDA TO EBIT AND COMPUTATION OF ADJUSTED EBITDA MARGIN

	Fourth quarters ended December 31			Fiscal years ended December 31
	2024 2023		2024	2023
EBIT	\$	342	\$ 211	\$ 878	\$ 793
Amortization		157	180	445	431
Restructuring charges (reversals)(1)		4	1	3	1
Loss (gain) related to disposal of business(2)		—	(19)	—	(81)
Impairment and program termination (reversals)(3)		3	82	2	83
Non-commercial legal claims		—	—	25	—
Pension related items(4)		7	3	7	3
Adjusted EBITDA	\$	513	\$ 458	\$1,360	\$1,230
Total revenues	\$3,108		\$3,062	\$8,665	\$8,046
Adjusted EBITDA margin		16.5%	15.0%	15.7%	15.3%

(1) Includes severance charges or related reversal, as well as curtailment losses (gains), if any.

(2) Includes changes in provisions related to past divestitures.

• (3) Includes impairment or reversal of impairment of PP&E and intangible assets, as well as provisions related to program termination or their related reversal, if any. For fiscal year 2023, includes impairment of \$85 million related to an aircraft product upgrade, started in 2018 and paused in 2020.
• (4) Includes the loss related to the purchase of pension annuities. See Note 22—Retirement benefits, to our Consolidated financial statements, for more information.

RECONCILIATION OF ADJUSTED NET INCOME TO NET INCOME AND COMPUTATION OF ADJUSTED EPS

				Fourth quarters ended December 31
		2024 (per share)		2023 (per share)
Net income from continuing operations	\$ 124		\$ 215
Adjustments to EBIT related to:
Restructuring charges (reversals)(1)	4	0.04	1	0.01
Loss (gain) related to disposal of business(2)	—	0.00	(19)	(0.19)
Impairment and program termination (reversals)(3)	33	0.03	82	0.83
Pension related items(4)	7	0.07	3	0.03
Adjustments to net financing expense related to:
Net loss (gain) on certain financial instruments	165	(1.64)	(162)	(1.65)
Accretion on net retirement benefit obligations	8	0.07	6	0.06
Losses on repayment of long-term debt	—	0.00	16	0.16
Changes in discount rates of provisions	—	0.00	1	0.01
Adjusted net income	311		143
Preferred share dividends, including taxes	(8)		(8)
Adjusted net income attributable to equity holders of Bombardier Inc.	\$ 303		\$ 135
Weighted-average adjusted diluted number of common shares (in thousands)	100,548		98,409
Adjusted EPS (in dollars)	\$ 3.01		\$ 1.37

RECONCILIATION OF ADJUSTED EPS TO DILUTED EPS (IN DOLLARS)

	Fourth quarters ended December 31
	2024	2023
Diluted EPS from continuing operations	1.16	2.11
Impact of adjustment to EBIT related to:
Restructuring charges (reversals)(1)	0.04	0.01
Loss (gain) related to disposal of business(2)	0.00	(0.19)
Impairment and program termination(3)	0.03	0.83
Pension related items(4)	0.07	0.03
Adjustments to net financing expense related to:
Net loss (gain) on certain financial instruments	1.64	(1.65)
Accretion on net retirement benefit obligations	0.07	0.06
Losses on repayment of long-term debt	0.00	0.16
Changes in discount rates of provisions	0.00	0.01
Adjusted EPS	\$3.01	\$ 1.37

(1) Includes severance charges or related reversal, as well as curtailment losses (gains), if any.

(2) Includes changes in provisions related to past divestitures.

(3) Includes impairment or reversal of impairment of PP&E and intangible assets, as well as provisions related to program termination or their related reversal, if any. For fiscal year 2023, includes impairment of \$85 million related to an aircraft product upgrade, started in 2018 and paused in 2020.

(4) Includes the loss related to the purchase of pension annuities. See Note 22—Retirement benefits, to our Consolidated financial statements, for more information.

RECONCILIATION OF ADJUSTED NET INCOME TO NET INCOME AND COMPUTATION OF ADJUSTED EPS

	Fiscal years ended December 31
			2024 (per share)			2023 (per share)
Net income from continuing operations	\$	370		\$	490
Adjustments to EBIT related to:
Restructuring charges (reversals)(1)		3	0.03		1	0.01
Loss (gain) related to disposal of business(2)		—	0.00		(81)	(0.83)
Impairment and program termination (reversals)(3)		2	0.02		83	0.85
Non-commercial legal claims		25	0.25		—	0.00
Pension related items(4)		7	0.07		3	0.03
Adjustments to net financing expense related to:
Net loss (gain) on certain financial instruments		(21)	(0.21)		(160)	(1.64)
Accretion on net retirement benefit obligations		34	0.33		25	0.26
Losses on repayment of long-term debt		127	1.27		54	0.55
Changes in discount rates of provisions		—	0.00		1	0.01
Adjusted net income		547			416
Preferred share dividends, including taxes		(31)			(31)
Adjusted net income attributable to equity holders of Bombardier Inc.	\$	516		\$	385
Weighted-average adjusted diluted number of common shares (in thousands)		99,966			97,721
Adjusted EPS (in dollars)	\$	5.16		\$	3.94

RECONCILIATION OF ADJUSTED EPS TO DILUTED EPS (IN DOLLARS)

	Fiscal years ended December 31
	2024	2023
Diluted EPS from continuing operations	\$ 3.40	\$ 4.70
Impact of adjustment to EBIT related to:
Restructuring charges (reversals)(1)	0.03	0.01
Loss (gain) related to disposal of business(2)	0.00	(0.83)
Impairment and program termination (reversals)(3)	0.02	0.85
Non-commercial legal claims	0.25	0.00
Pension related items(4)	0.07	0.03
Adjustments to net financing expense related to:
Net loss (gain) on certain financial instruments	(0.21)	(1.64)
Accretion on net retirement benefit obligations	0.33	0.26
Losses on repayment of long-term debt	1.27	0.55
Changes in discount rates of provisions	0.00	0.01
Adjusted EPS	\$ 5.16	\$ 3.94

(1) Includes severance charges or related reversal, as well as curtailment losses (gains), if any.

(2) Includes changes in provisions related to past divestitures.

• (3) Includes impairment or reversal of impairment of PP&E and intangible assets, as well as provisions related to program termination or their related reversal, if any. For fiscal year 2023, includes impairment of \$85 million related to an aircraft product upgrade, started in 2018 and paused in 2020.
• (4) Includes the loss related to the purchase of pension annuities. See Note 22—Retirement benefits, to our Consolidated financial statements, for more information.

FREE CASH FLOW (USAGE)

Free cash flow (usage) is defined as cash flows from operating activities—continuing operations less net additions to PP&E and intangible assets. Management believes that this non-GAAP cash flow measure provides investors with an important perspective on the Corporation's generation of cash available for shareholders, debt repayment, and acquisitions after making the capital investments required to support ongoing business operations and long- term value creation. This non-GAAP cash flow measure does not represent the residual cash flow available for discretionary expenditures as it excludes certain mandatory expenditures such as repayment of maturing debt. Management uses free cash flow (usage) as a measure to assess both business performance and overall liquidity generation.

RECONCILIATION OF FREE CASH FLOW (USAGE) TO CASH FLOWS FROM OPERATING ACTIVITIES

	Fourth quarters ended December 31		Fiscal years ended December 31
	2024	2023	2024	2023
Cash flows from operating activities—continuing operations	\$860	\$740	\$ 405	\$ 623
Net additions to PP&E and intangible assets	(46)	(94)	(173)	(366)
Free cash flow	\$814	\$646	\$ 232	\$ 257

AVAILABLE LIQUIDITY

Available liquidity is defined as cash and cash equivalents plus undrawn amounts under credit facilities. Management believes that this non-GAAP financial measure provides investors with an important perspective on the Corporation's ability to meet expected liquidity requirements, including the support of product development initiatives and to ensure financial flexibility. This measure does not have any standardized meaning prescribed by IFRS and therefore, may not be comparable to similar measures presented by other companies.

RECONCILIATION OF AVAILABLE LIQUIDITY TO CASH AND CASH EQUIVALENTS

As at	December 31, 2024	December 31, 2023
Cash and cash equivalents	\$1,653	\$1,594
Undrawn amounts under available revolving credit facility(1)	429	251
Available liquidity	\$2,082	\$1,845

(1) A committed secured revolving credit facility of \$450 million is available for cash drawings for the ongoing working capital needs of the Corporation and for issuance of performance letters of credit. This facility was undrawn as at December 31, 2024 and the availability as at such date was \$429 million based on the collateral, which may vary from time to time.

ADJUSTED NET DEBT

Adjusted net debt is defined as long-term debt less cash and cash equivalents. Management believes that this non-GAAP financial measure is a useful measure because it reflects the Corporation's ability to service its debt and other long term obligations. This measure does not have any standardized meaning prescribed by IFRS and therefore, may not be comparable to similar measures presented by other companies.

ADJUSTED NET DEBT TO ADJUSTED EBITDA RATIO

Management uses adjusted net debt to adjusted EBITDA ratio as a useful credit measure for purposes of measuring the Corporation's ability to service its debt and other long-term obligations. This non-GAAP financial ratio does not have any standardized meaning prescribed by IFRS and therefore, may not be comparable to similar measures presented by other companies.

RECONCILIATION OF ADJUSTED NET DEBT TO LONG-TERM DEBT AND COMPUTATION OF ADJUSTED NET DEBT TO ADJUSTED EBITDA RATIO

	Fiscal years ended
	2024	2023
Long-term debt	\$5,545	\$5,607
Less: Cash and cash equivalents	1,653	1,594
Adjusted net debt	\$3,892	\$4,013
Adjusted EBITDA	\$1,360	\$1,230
Adjusted net debt to adjusted EBITDA ratio	2.9	3.3