Bombardier Inc. — Proxy Solicitation & Information Statement 2025

Mar 27, 2025

Bombardier

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)

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

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");
2. 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;
3. To elect each of the directors nominated to serve on our Board of Directors until the next annual meeting of shareholders;
4. To approve, if deemed appropriate, a non-binding advisory resolution on our approach to executive compensation;
5. To vote on the shareholder proposals we received from a shareholder this year, as set out in Appendix "B" of this Circular; and
6. 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 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.

Bombardier 2025 Management Proxy Circular

---

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

Bombardier 2025 Management Proxy Circular