LINAMAR

Notice of Meeting Information Circular

March 4, 2026

Notice of 2026 General Shareholder Meeting & Information Circular

Our Annual General Shareholder Meeting will be held on May 12, 2026

MOBILITY
ROBOTICS

POWER

ACCESS

WATER

DEFENCE

| Notice of Annual Meeting of Shareholders
Page 2 | Invitation to Shareholders
Page 3 | Meeting and Voting Procedures
Page 5 |
| --- | --- | --- |
| Business to be Transacted at the Meeting
Page 11 | Nominees for Election to the Board of Directors
Page 12 | Contacting Your Board
Page 17 |
| Corporate Governance
Page 18 | Director Compensation
Page 31 | Appendices |
| Compensation Discussion & Analysis
Page 33 | General Information
Page 61 | Page 63 |

Dated March 4, 2026

About this MIC

Unless indicated otherwise, the information in this Management Information Circular ("MIC") is given as of March 4, 2026.

Unless otherwise indicated, in this MIC all references to “$” are to Canadian dollars.

Unless the context requires otherwise, the terms "Linamar", "Company", "Corporation", "we", "us", and "our" used herein refer to Linamar Corporation and its subsidiaries.

Where indicated, some information in this MIC is disclosed in terms of "normalized earnings" and "normalized operating earnings". Normalized earnings is a non-GAAP financial measure. Please refer to the section entitled "Non-GAAP and Other Financial Measures" in the Corporation's MD&A for 2025 filed on SEDAR+ (www.sedar.com) for the detailed discussion on the Company's interpretation of "normalized earnings".

Where applicable, shares disclosed in this MIC include those owned, as well as directly or indirectly controlled, or directed by such Director or Officer.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 12, 2026, at 9:00 AM (local time)

The Frank Hasenfratz Centre of Manufacturing Excellence

700 Woodlawn Road, Guelph, Ontario

Business Of The Meeting

At the meeting shareholders will be asked to:

Receive the consolidated financial statements for the financial year ended December 31, 2025, and the auditors' report thereon;
Appoint the auditors and authorize the directors to fix their remuneration;
Elect directors; and
Transact any other business that may properly come before the meeting.

The specific details of the matters proposed to be put before the Meeting are set forth under the heading "Business to Be Transacted at the Meeting" in the Corporation's accompanying Management Information Circular.

Interested Shareholders of Record are eligible to join our Investor Tech Day to take place immediately following the business portion of the AGM. Shareholders must register in advance and have that reservation confirmed by Linamar in order to attend. To register, please email [email protected].

Dated at Guelph, Ontario, this March 4, 2026.

BY ORDER OF THE BOARD OF DIRECTORS,

Linda Hasenfratz

Executive Chair of the Board

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INVITATION TO SHAREHOLDERS

Fellow Shareholder:

We are pleased to invite you to the Annual Meeting of Shareholders of Linamar Corporation, which will be held on May 12, 2026, at 9:00 a.m. (local time), in Guelph, Ontario. The agenda for that meeting is provided in the Notice of the Annual Meeting above, and the particulars for each agenda item are provided in greater detail in the pages that follow.

2025 was a year of meaningful progress and decisive action for Linamar, marked by strong operational execution, continued earnings, and several strategically important milestones that position the Company well for long-term growth. In a year characterized by ongoing macroeconomic uncertainty, geopolitical volatility, and uneven market demands, Linamar remained focused on disciplined execution, strategic investment, and strengthening its global platform. Our teams delivered consistent performance across the organization, supported by a diversified portfolio spanning the Mobility, Industrial, Access, and Agricultural markets. Despite challenging market conditions in several regions, we remained focused on margin discipline, operational efficiency, and prudent capital allocation — priorities that have long supported Linamar's resilience across cycles.

The successful leadership transition of Jim Jarrell into the role of Chief Executive Officer and President continued to demonstrate its effectiveness throughout 2025. Under his leadership, Linamar maintained continuity of strategy while advancing execution across operations, integration activities, and strategic planning. Mr. Jarrell's extensive tenure and operational expertise proved instrumental in navigating the Company through a complex operating environment in 2025.

As 2025 continued to unfold, geopolitical and economic conditions continued to present heightened challenges. Trade policy uncertainty, including ongoing tariff discussions in North America, remained a headwind. We maintain a cleareyed perspective that these measures are inherently short term in nature and are not the foundation upon which we base long term business decisions. Our focus continues to be on durable fundamentals such as access to talent, available capacity, depth of leadership, supply chain resilience, and competitive regional cost structures. These fundamentals guide our capital deployment and footprint decisions and support sustainable long-term growth.

Linamar also completed two significant acquisitions that expand both our technological capabilities and global footprint:

In November 2025, Linamar completed the acquisition of select Aludyne North American assets, adding substantial aluminum casting, machining, and lightweight structural capabilities to our Mobility business. These assets are being integrated into our Structures Group and enhance our ability to support propulsion agnostic vehicle platforms.
In December 2025, Linamar completed the acquisition of Georg Fischer's Leipzig facility in Germany, a technology leading ductile iron foundry serving on-highway, off-highway, construction, forestry, and agricultural markets. The facility brings advanced capabilities in large, complex castings and further strengthens Linamar's European industrial footprint.

The composition of Linamar's product portfolio further underpins its persistence in this environment. Our Mobility products are highly engineered and require significant validation and investment to replace. This is a position reinforced by the highly integrated nature of the automotive ecosystem. Similarly, our Access and Agricultural products are differentiated by innovation and customer-driven technology, making alternatives less attractive. Across

Linamar

McLAREN

LINAMAR

MedTech

SKYJACK

MacDon

SALFORD

BOURGAULT

all businesses, innovation, operational efficiency, and continuous cost optimization remain central to our competitiveness.

As we look ahead, our priorities remain clear and consistent. Everything we do will continue to be focused on growing revenue, growing profitability, and growing our team, while maintaining the disciplined execution and long-term perspective that has defined Linamar for decades. For more details regarding the Company's operations, outlook, and strategic direction, we encourage you to review our 2025 Annual Report.

Yours very truly,

Linda Hasenfratz
Executive Chair of the Board
Linamar Corporation

Jim Jarrell
Chief Executive Officer and President
Linamar Corporation

Linamar
McLaren
Lighting
Linamar
MedTech
SKYJACK
MacDon
SALFORD
BOURGAULT
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MEETING AND VOTING PROCEDURES

Annual Meeting Details

The annual meeting of Linamar Corporation (the "Corporation" or "Linamar") will be held at 9:00 am (EST) on May 12 2026 (the "Meeting") at the Frank Hasenfratz Centre of Manufacturing Excellence, 700 Woodlawn Road, Guelph, Ontario, Canada.

Who Can Attend and Vote at the Meeting

Each registered shareholder of common shares of the Corporation ("Linamar Common Shares") as of April 2, 2026, which is the record date for the Meeting (the "Record Date"). Only shareholders of record at the close of business on the Record Date are entitled to receive notice of the Meeting. Shareholders of record at the close of business on the Record Date, or the persons appointed proxyholder by such shareholder, are entitled to attend the meeting and are entitled to vote on all resolutions put forth at the Meeting (including the right to vote on the election of the Directors of the Corporation).

Registered or Non-Registered Shareholder

Each holder of Linamar Common Shares will be either a registered shareholder or a non-registered shareholder. Registered shareholders are those that are listed on the shareholder register of the Corporation. Generally, registered shareholders are those with a share certificate registered in his or her name. However, in many cases, Linamar Common Shares beneficially owned by a person (a "Non-Registered Holder") are registered in the name of an intermediary which may include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans (each, an "intermediary" and collectively "intermediaries").

Only registered shareholders, or the persons that they appoint as their proxies, are permitted to attend and vote at the Meeting.

Your vote is important!

Please vote as early as possible, so your shares are represented at the meeting. Shareholders of record at the close of business on April 2, 2026, are entitled to vote at the Annual Meeting. Shareholders are entitled to vote at the Annual Meeting either in person or by proxy. Any shareholder who is unable to attend the Annual Meeting is requested to either complete, date, sign and return the enclosed form of proxy in the envelope provided for that purpose to the Corporation's transfer agent, Computershare Investor Services Inc., or vote via the internet.

LINAMAR

McLAREN

Eginering

LINAMAR

MedTech

SKYJACK

MacDon

SALFORD

BOURGAULT

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VOTING YOUR COMMON SHARES BY PROXY

Meeting Materials

The solicitation of proxies will primarily be made by sending proxy materials to shareholders by mail, and, in relation to the delivery of this Circular, by posting this Circular online at www.linamar.com/investors/ and the Corporation's SEDAR+ profile at www.sedar.com pursuant to the Notice-and-Access (as defined below) provisions. See "Notice-and-Access" below for further information. Similarly, voting results will be available following the AGM online at www.linamar.com/investors/ and the Corporation's SEDAR+ profile at www.sedar.com.

The solicitation of proxies may be supplemented by telephone or other personal contact to be made without special compensation by directors, officers and employees of the Corporation or by the Corporation's transfer agent and registrar. The Corporation may retain other persons or companies to solicit proxies on behalf of management in which event customary fees for such services will be paid. All costs of solicitation will be borne by the Corporation. The Corporation has sent the N&A Notice (as defined below) and a form of proxy or voting instruction form, as applicable, (the "Notice Package") to all shareholders informing them that this Circular is available online and explaining how this Circular may be accessed. The Corporation will not directly send the Notice Package to Non-Registered Shareholders. Instead, the Corporation will pay clearing agencies, securities dealers, banks and trust companies or their nominees (collectively, the "Intermediaries") for distribution to Non-Registered Shareholders (as defined below) whose Linamar Common Shares are held by or in custody of such Intermediaries. Such Intermediaries are required to forward the Notice Package to Non-Registered Shareholders unless a Beneficial Shareholder has waived the right to receive them. The Corporation has elected to pay for the delivery of the Notice Package to objecting Non-Registered Shareholders by the Intermediaries. The Corporation is sending the Notice Package directly to non-objecting Non-Registered Shareholders, through the services of its transfer agent and registrar, Computershare. The solicitation of proxies from Non-Registered Shareholders will be carried out by the Intermediaries or by the Corporation if the names and addresses of the Non-Registered Shareholders are provided by Intermediaries. The Corporation will pay the permitted fees and costs of Intermediaries incurred in connection with the distribution of the Notice Package.

Notice-and-Access

The Corporation is utilizing the notice-and-access mechanism ("Notice-and-Access") under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") in the case of Non-Registered Holders and National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102") in the case of registered shareholders.

Notice-and-Access allows the Corporation to deliver this Circular to shareholders via specified electronic means provided that the conditions of NI 54-101 and NI 51-102 are met. In accordance with NI 54-101, the Corporation set the Record Date (as defined below) at least 40 days before the Meeting.

Website Where Meeting Materials are Posted

The Notice-and-Access provisions are a set of rules that allow reporting issuers to choose to deliver proxy-related materials to registered shareholders and Non-Registered Holders by posting electronic versions of proxy-related

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materials online, via SEDAR+ and one other website, rather than mailing paper copies of such materials to shareholders.

The Corporation will not rely upon the use of "stratification". In order for a reporting issuer such as the Corporation to avail itself of the Notice-and-Access process, the Corporation must send a notice to shareholders (the "N&A Notice"), including Non-Registered Holders, indicating the websites where this Circular has been posted and explaining how a shareholder can access the Circular online or obtain a paper copy from the Corporation as well as other basic information about the Meeting including, among other things, the matters to be voted on at the Meeting.

Electronic copies of the Circular, the Notice, and Linamar's 2025 Annual Report may be found on the Corporation's SEDAR+ profile at www.sedar.com and online at http://www.linamar.com/investors/. In relation to the Meeting, shareholders with existing instructions on their account to receive printed materials and those shareholders with addresses outside of Canada and the United States will receive a printed copy of the Notice Package. All other shareholders will receive only the required notification documentation under Notice-and-Access, which will not include a paper copy of the Circular.

Obtaining Paper Copies of Materials

The Corporation anticipates that using Notice-and-Access for delivery will directly benefit the Corporation through a substantial reduction in both postage and material costs, and also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials. Shareholders with questions about Notice-and-Access can call the Corporation at (519) 836-7550. Shareholders may also obtain paper copies of the Circular, Financial Statements and MD&A free of charge using the same telephone number or at [email protected]. Requests should be received at least five (5) business days in advance of the proxy cut-off date set out in the accompanying proxy or voting instruction form in order to receive the meeting materials in advance of the date of the Meeting.

Appointment of Proxyholder

The Corporation has designated the persons named in the form of proxy to represent shareholders at the Meeting. Each shareholder has the right to appoint a person or company (who need not be a shareholder) other than the persons designated by management of the Corporation in the form of proxy, as proxyholder to attend and act on the shareholder's behalf at the Meeting or at any adjournment of the Meeting. To do so, registered shareholders should insert the name of the person or company in the blank space provided in the form of proxy.

Non-Registered Holders should follow the instructions in the meeting materials received. Generally, Non-Registered Holders will either:

receive a request for voting instructions (a "Voting Instruction Form"), which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (Non-Registered Holders should follow the instructions provided on the Voting Instruction Form, using one of the described voting methods provided, to vote their shares); or
be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Linamar Common Shares beneficially owned by the Non-Registered Holder, but which is otherwise not completed. In this case, the Non-Registered Holder who wishes to submit a proxy should properly complete the form of proxy and submit it to the Secretary of the Corporation,

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c/o Computershare Investor Services Inc., at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 (fax: (866) 249-7775 or (416) 263-9524).

Should a Non-Registered Holder wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should carefully follow the instructions of the Intermediary.

Should a Non-Registered Holder wish to attend, submit questions and/or vote at the Meeting (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder must follow the instructions in the section below entitled "Attending and Participating at the Meeting".

Deadline for Proxies

Registered shareholders should send the completed, dated, and signed form of proxy to the Secretary of the Corporation c/o Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, fax number (866) 249-7775 or (416) 263-9524. To be effective, a proxy must be received by Computershare Investor Services Inc. or the Secretary of the Corporation not later than May 8, 2026, at 9:00 a.m. (Toronto time), or in the case of any adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays, and holidays excepted, prior to the time of the adjourned Meeting. Non-Registered Holders who receive meeting materials through their Intermediary should follow the instructions on the document and the instructions of their Intermediary regarding when and where the form of proxy or Voting Instruction Form is to be delivered.

Revocation of Proxies

A registered shareholder who has given a proxy may revoke it, in addition to any other manner permitted by law, by:

depositing an instrument in writing signed by the shareholder or by the shareholder's attorney, who is authorized in writing, with Computershare Investor Services Inc. or at the registered office of the Corporation, at any time up to and including the last business day preceding the day of the Meeting, or if the Meeting is adjourned, the last business day preceding the day of the adjournment;
depositing an instrument in writing signed by the shareholder or by the shareholder's attorney, who is authorized in writing, with the Chair of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment of the Meeting; or
transmitting, by telephonic or electronic means, a revocation signed by electronic signature by the shareholder or the shareholder's attorney, who is authorized in writing, to the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of the Meeting, at which the proxy is to be used.

A Non-Registered Holder may revoke a Voting Instruction Form or a waiver of the right to receive meeting materials and to vote, which has been given to an Intermediary or its service company at any time by written notice to the Intermediary in accordance with the instructions received from the Intermediary, except that an Intermediary may not act on a revocation of a Voting Instruction Form or a waiver of the right to receive meeting materials and to vote that is not received by the Intermediary in sufficient time prior to the Meeting. Non-Registered Holders who have deposited a form of proxy signed by their Intermediary and who wish to change their vote must contact their Intermediary since only registered shareholders may revoke a legal proxy.

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Special Instructions for Non-Registered Holders

Non-Registered Holders fall into two categories: (i) non-objecting beneficial owners (“NOBOs”), who do not object to their name and address being given to the Corporation, and (ii) objecting beneficial owners (“OBOs”), who do object to their name and address being given to the Corporation. In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the Notice of Meeting, this Circular and the form of proxy to the clearing agencies and Intermediaries to distribute to Non-Registered Holders. The Corporation is not sending proxy-related materials directly to NOBOs but will make delivery through such Intermediaries. The Corporation will pay for Intermediaries to deliver proxy related materials to OBOs.

Non-Registered Holders should carefully follow the instructions of their Intermediaries and their Intermediaries’ service companies on the request for instructions or proxy form provided to them.

Voting of Proxies

The shares represented by any valid proxy will be voted for, against or withheld from voting in accordance with the instructions as indicated on any ballot that may be called for, and if a choice is specified with respect to any matter to be acted on, the shares will be voted for, against or withheld from voting accordingly. In the absence of such specific instructions, such shares will be voted in the discretion of the persons designated in the proxy, which in the case of the representatives of management named in the enclosed form of proxy will be as follows: FOR the election as Directors of the proposed nominees named in this Circular; and FOR the re-appointment of PricewaterhouseCoopers LLP as the auditors of the Corporation and the resolution authorizing the Directors to fix the auditors’ remuneration. The accompanying form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice and with respect to such other business or matters which may properly come before the Meeting or any adjournment(s) thereof. As of the date of this Circular, the Corporation is not aware of any amendment or variation or other business or matters to be raised at the Meeting.

Voting Shares and Principal Holder

Many large Canadian publicly held companies are controlled by a family, a parent company, or a group of shareholders through their holdings of common shares. Effective equity control can come from holding 20% or more of the common shares of a widely held company, such as Linamar.

Linamar Corporation was founded by Mr. Frank Hasenfratz in 1966 as a privately held Ontario corporation. It was converted to a public corporation in 1986. Mr. Hasenfratz had built this company from the ground up, and eventually passed on his legacy to his daughter, Linda Hasenfratz. To date, due to the number of shares Ms. Hasenfratz directly or indirectly owns or controls as a percentage of all outstanding voting common shares, she is considered a “controlling shareholder” and is deemed to be a “control person” under applicable Canadian provincial securities law.

As of March 4, 2026, the Corporation has 59,447,985 outstanding Common Shares, each carrying the right to one vote per share.

To the knowledge of the management of the Corporation, Ms. Hasenfratz, as of the date of this Circular, is the only party beneficially owning directly or indirectly, or exercising control or direction over, shares representing 10% or more of the voting rights attached to any class of the issued and outstanding shares of the Corporation.

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	Class of Shares	Number of Shares	Percentage
Linda Hasenfratz	Common	20,455,105	34.41%

Ms. Hasenfratz has advised the Corporation that she intends to vote the Linamar Common Shares that she owns or controls, for the election of the proposed nominees named in the Circular as Directors of the Corporation and for the re-appointment of PricewaterhouseCoopers LLP as the auditors of the Corporation and the resolution authorizing the Directors to fix the auditors' remuneration.

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BUSINESS TO BE TRANSACTED AT THE MEETING

Receiving Financial Statements and Report from Auditors

The audited consolidated financial statements for the fiscal year ending December 31, 2025, and the Auditors' report form part of the Corporation's 2025 Annual Report to Shareholders and will be available from the Investor Relations Department of the Corporation and are also available on the Corporation's profile on SEDAR+ at www.sedar.com.

Re-Appointment of Auditors

At the Meeting, shareholders will be asked to re-appoint PricewaterhouseCoopers LLP as the auditors of the Corporation, to hold office until the next annual meeting of shareholders or until a successor is appointed. PricewaterhouseCoopers LLP have been the auditors of the Corporation since January 30, 1986.

Please refer to the section entitled "External Auditor Service Fees" in the Corporation's Annual Information Form dated March 4, 2026, filed on SEDAR+ (www.sedar.com), for the fees charged by PricewaterhouseCoopers LLP for the fiscal years 2024 and 2025.

The Board recommends voting FOR PwC as our auditor

Election of Directors

Six nominees are standing for election as Directors of Linamar. See page 14 of this circular for more information on the nominees. Each Director will be elected to hold office until the next annual meeting of shareholders. All the six nominees are currently Linamar Directors.

The Board recommends voting FOR each nominee.

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NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

Under the Corporation's constating documents, the Board must consist of a minimum of three (3) and a maximum of ten (10) Directors. The number of Directors is currently fixed at six (6).

When determining its optimal size, the Board balances three competing priorities:

the business need for diversity of experiences, perspectives and backgrounds that align with the near and long-term strategic objectives of Linamar,
the need to be small enough to facilitate open and effective dialogue, combined with thorough and responsive decision-making, and
regulatory requirements and succession planning.

The current size and composition of Linamar's Board is, by design, a reflection of the entrepreneurial and anti-bureaucratic spirit established by its founder over fifty years ago. The Corporation believes that the number of Directors continues to be effective for a company of Linamar's size. The Board is large enough to allow for meaningful and substantial discussion and debate over the Company's strategic direction and any other issues. At the same time, it is small enough not to bureaucratize decision-making, ensuring it is efficient and allows the Company to be nimble in being able to act quickly to seize key opportunities in the marketplace. The Company believes its governance structure has contributed to Linamar's excellent financial results over the past decade.

As a matter of good governance procedure, the nominees will be voted on individually and not as a slate. The nominees have established their eligibility and willingness to serve as Directors. Management does not believe that any of the nominees will be unable to serve as a Director, but if that should occur for any reason prior to the Meeting, the persons designated in the accompanying form of proxy may vote for another nominee at their discretion. Each Director elected will hold office until the close of the next annual meeting of the shareholders of the Corporation or until his or her respective successor is elected or appointed unless such office is earlier vacated in accordance with applicable law and the Corporation's by-laws. More information on each of the six proposed nominees for election as Director is set forth below.

The Nominees:

This year, six Directors have been nominated for election to the Board for a one-year term. All six of the nominees were elected at the board meeting on March 4, 2026.

This year's nominees have the mix of skills, experience, and qualifications necessary for proper oversight and effective decision-making.

Each Director has a wealth of experience in leadership and strategy development. The combination and diversity of their skills, experience, location, and gender are key as they bring unique perspectives to the Board.

Linamar

McLAREN

Signature

LINAMAR

MedTech

SKYJACK

MacDon

SALFORD

BOURGAULT

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ABOUT THE BOARD OF DIRECTORS

6 Directors for healthy debate and effective decision-making

5th Edition of the Sustainability Report Release

All Directors provide unique competencies and experiences necessary to run the company

100% Attendance for all regular Board and committee meetings

33% Of Directors are female

100% Attendance for industry training

100% Of committees are independent

16 Years average tenure of experience

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LINAMAR

McLAREN

Stryack

MacDon

SALFORD

BOURGAULT

Linda Hasenfratz

Executive Chair of the Board

Age: 59

Residence: Guelph, Ontario, Canada

Linamar Board Details: Director since 1998

Non-Independent Director

Share Ownership/control:

20,455,105 | $1,895,779,131

Share grant (vested): #551,787 | $51,139,619

Share grant (unvested): #150,000 | $13,902,000

Total value as of March 4, 2026: $1,895,779,131

Required level of ownership: N/A

Ms. Hasenfratz became Chief Executive Officer ("CEO") of Linamar Corporation in August 2002. She was appointed Executive Chair of the Board in January 2022. As of August 2024, Ms. Hasenfratz passed on the role of CEO to Jim Jarrell and continues to maintain her role as Executive Chair of the Board. Prior to that she was:

President of Linamar from April 1999 to August 2004
Chief Operating Officer of Linamar from September 1997 to September 1999
Held multiple positions within the corporation ranging from Machine Operator to General Manager

Ms. Hasenfratz holds an Executive MBA and H BSc from the Ivey School of Business at the University of Western Ontario. In 2018, Ms. Hasenfratz was named Canada's CEO of the Year by Caldwell Partners and was awarded membership in the Order of Canada in recognition of her efforts to promote women in the science, technology, engineering and mathematics fields.

Areas of Expertise:

Leadership in a large organization Strategy
Manufacturing
Automotive sector (International)
Large public board experience

Board meeting attendance: 5/5 (100%)

Annual General Meeting: 1/1 (100%)

Special meetings of the Board: 1/1 (100%)

Not a member of any Board Committees

Director fees: (none)

Current Board and Council Memberships:

NGEN Board and Chair, and Catalyst Canada Advisory Board, AEM Board and Chair, Chair of GGH Philanthropy Leadership Cabinet

Former Public Board Memberships:

CIBC Board of Directors (2004-2020), Faurecia Board of Directors (2011-2021), California Mobility Centre Board (2021-2022)

Mark Stoddart

Corporate Director, Chief Technology Officer and Executive Vice President of Sales & Marketing

Age: 61

Residence: Guelph, Ontario, Canada

Linamar Board Details: Director since 1999

Non-Independent Director

Share Ownership/control:

530,189 | $49,137,917

Share grant (vested): #4,064 | $376,652

Share grant (unvested): #489 | $45,321

Total value as of March 4, 2026: $49,137,917

Required level of ownership: N/A

Mr. Stoddart has had a 40 year career with Linamar and has led marketing and product development activities with the Company since 2003. Prior to that he was:

General Manager of one of Linamar's operational divisions
VP of Sales, Marketing and Product Support
An Estimating Engineer at the Corporate marketing department
Worked in production controls and as a general machinist at several Linamar facilities

Areas of Expertise:

Sales and marketing
Strategy
Automotive Sector (International)

Board meeting attendance: 5/5 (100%)

Annual General Meeting: 1/1 (100%)

Special meetings of the Board: 1/1 (100%)

Not a member of any Board Committees

Director fees: (none)

Current Board and Council Memberships:

EnerTech Capital Mobility Advisory Board

Former Public Board Memberships:

Guelph Chamber of Commerce and Innovation, Director - Automotive Parts Manufacturer's Association (APMA)

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Jim Jarrell

Corporate Director, Chief Executive Officer & President

Age: 62

Residence: Guelph, Ontario, Canada

Linamar Board Details: Director since 2022

Non-Independent Director

Share Ownership/control: #322,355 | $29,875,861

Options (vested): #680,000 | $22,786,740

Options (unvested): #670,000 | $18,247,485

Share grant (vested): #19,949 | $1,848,873

Total value as of March 4, 2026: $70,910,086

Required level of ownership: $1,950,000

Options must be vested/unvested and outstanding to be included in amounts disclosed

Mr. Jarrell was appointed Chief Operating Officer in 1999 and President in 2004. Most recently in August 2024, Mr. Jarrell transitioned from his role as Chief Operating Officer to Chief Executive Officer. He continues to maintain his title as President. Prior to that he was:

Group Vice President of Linamar from 1995 to 1999
Director Marketing of Linamar from 1993 to 1995

Areas of Expertise:

Leadership in a large organization
Operations | Manufacturing
Automotive sector (International)
Strategy
M&A

Board meeting attendance: 5/5 (100%)

Annual General Meeting: 1/1 (100%)

Special meetings of the Board: N/A

Not a member of any Board Committees

Director fees: (none)

Current Board and Council Memberships: None

Former Public Board Memberships:

RWDI Air Inc. Board (2014-2016)

Terry Reidel

Director

Age: 82

Residence: Kitchener, Ontario, Canada

Linamar Board Details: Director since 2003

Independent Director

Equity ownership (shares): #4,000

Equity ownership as of March 4, 2026: $370,720

Required ownership: N/A

Mr Reidel earned his CA designation through the ICAO and Queens University. He has subsequently been named a Fellow of the CPA Institute. During his business career he served as:

CFO of Princeton Holdings Limited, a financial services company primarily in the Insurance industry
President and Chief Operating Officer of Kuntz Electroplating Inc., a Kitchener-Waterloo company founded in 1948
Former Office Managing Partner of the accounting firm of Ernst and Young of their Waterloo Region Office

Areas of Expertise:

Financial
Manufacturing
Automotive sector (US/Canada)
Large public board experience

Board meeting attendance: 5/5 (100%)

Annual General Meeting: 1/1 (100%)

Special meetings of the Board: 1/1 (100%)

Board Committee Memberships:

Audit Committee Attendance: 4/4 (100%)

Human Resources and Corporate

Governance Committee (Chair)

Attendance: 4/4 (100%)

Director fees: $102,500

Former Board and Council Memberships:

ComDev International Ltd. Board of Directors (appointed Chair from May 2009 – Chair of Audit Committee and Member of Corporate Governance Committee), Board of Directors of the Institute of Corporate Directors, South Western Chapter, Director, Guarantee Company of North America and Chair, Board of Directors, Cowan Holdings, Board of Capacity Canada, a not-for-profit organization

Linamar

McLaren

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Dennis Grimm

Director

Age: 74

Residence: Conestoga, Ontario, Canada

Linamar Board Details: Director since 2014

Independent Director

Equity ownership (shares): #4,180

Equity ownership as of March 4, 2026: $387,402

Required ownership: N/A

Mr. Grimm is a Chartered Accountant and has his CPA and FCA designations.

Holds an MBA in Accounting and Finance from McMaster University
Active member of the Canadian Institute of Chartered Accountants and the American Institute of Certified Public Accountants
Former Partner at KPMG in the firm's audit group with 23 years of service
Former Partner at PricewaterhouseCoopers LLP ("PwC") in the firm's audit group with 15 years of service
Former Managing Partner of PWC's Waterloo Region office

Areas of Expertise:

IFRS/Financial accounting and auditing
Financial Reporting
Internal Controls
Corporate tax
Business/strategic planning
International market strategy (notably, South America)

Board meeting attendance: 5/5 (100%)

Annual General Meeting: 1/1 (100%)

Special meetings of the Board: 1/1 (100%)

Board Committee Memberships:

Audit Committee Attendance: 4/4 (100%)
Human Resources and Corporate Governance Committee Attendance: 4/4 (100%)

Director fees: $102,500

Current Board and Council Memberships:

The Flanagan Group, Lead Director
CM & KH Holding Company, Director

Former Board Memberships:

PwC Partnership Board,
Governance Committee of the PWC Partnership Board, Chair

Lisa Forwell

Director

Age: 58

Residence: Oakville, Ontario, Canada

Linamar Board Details: Director since 2020

Independent Director

Equity ownership (shares): #3,765

Equity ownership as of March 4, 2026: $348,940

Required ownership: N/A

Ms. Forwell is a Mechanical Engineer (P.Eng.) with an MBA and over twenty years of senior executive leadership experience working with established global building materials suppliers and large-scale retailers. She brings extensive expertise in manufacturing and industrial construction materials across sales, production, and operations, as well as residential and commercial development and land rehabilitation.

Former Chief Executive Officer, Forwell Ltd. – a large independent aggregate and asphalt concrete materials business
Former President and Chief Executive Officer, Quikrete Canada – a packaged concrete manufacturing company with sales through major North American retailers, including Home Depot and Canadian Tire
Special Advisor, Strategy and Associate Coach, Teal & Co. – a business leadership, strategic investing, and entrepreneurial coaching firm

Areas of Expertise

Manufacturing and industrial supply chain
Finance and accounting
Residential and commercial development and land rehabilitation
Executive management and leadership

Board meeting attendance: 5/5 (100%)

Annual General Meeting: 1/1 (100%)

Special meetings of the Board: 1/1 (100%)

Board Committee Memberships:

Audit Committee Attendance: 4/4 (100%)
Human Resources and Corporate Governance Committee Attendance: 4/4 (100%)

Director fees: $97,400

Current Board and Council Memberships: None

Former Public Board Memberships: None

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CONTACTING YOUR BOARD

Members of the Executive and the Board of Directors (the "Board") regularly conduct investor relations events that allow for one-to-one interactions with shareholders. These events provide an excellent opportunity for issues, concerns, and suggestions to be raised with your Board. In the past year members of the Board attended or chaired eleven such events and have scheduled a similar number for the next fiscal year. Should you wish to participate in these events, please stay tuned to the Upcoming Events portion of the Linamar Investors website.

In the interest of continued pursuit of shareholder engagements and increasing transparency, the Board has established an investor relations e-mail address that allows shareholders to directly share their comments and questions with their Board. The Board can be contacted at [email protected]. The Board will endeavor to respond to or act upon comments received through this inbox that they deem material to the business of the Company.

Finally, the Board has adopted a Shareholder Engagement Policy, that establishes, amongst other things, a process by which shareholders may request in-person meetings with the Executive Chair, the full Board or the Independent Directors of the Board. That Policy, with its associated process for requesting such a meeting is detailed in the Shareholder Engagement Policy available on www.linamar.com/governance.

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CORPORATE GOVERNANCE

Good corporate governance is a critical part of Linamar's culture and fundamental to our long-term success. Proper oversight and accountability strengthen our internal and external relationships, builds trust with our stakeholders, and protects the interests of shareholders. Likewise, good governance practices help implement our Stepping Stool philosophy for success by maintaining strong and enduring relationships with our employees, customers, and shareholders.

Corporate Governance Practices

For a description of the Corporation's corporate governance practices as compared to the guidelines and requirements set out in National Policy 28-201 - Corporate Governance Guidelines and National Instrument 58-101 - Disclosure of Corporate Governance Practices, please visit the Linamar website at www.linamar.com/governance.

The HRCG Committee reviews Linamar's corporate governance strategy each year against changing regulations, industry developments and emerging best practices. The Board approves corporate governance policies annually, including any changes that enhance Linamar's processes and standards.

What We Do	What We Don’t Do
✓ Maintain a Balanced Board – 50% of our nominated Directors are Independent	✗ Directors cannot receive stock options
✓ Executive Directors do not sit on Board committees	✗ Independent Directors do not participate in our pension plan
✓ Board Diversity Policy & Anti-Hedging Policy	✗ We do not have a staggered board – all our Directors are elected annually
✓ In camera sessions with Independent Directors are held at each board and committee meeting	✗ We do not have dual class shares
✓ We require all Directors to confirm compliance with our code of conduct each year	✗ We do not have non-voting or subordinated voting shares
✓ Diversity and inclusion are promoted and embedded in our global talent management, talent acquisition and leadership programs	✗ The Executive Chair does not hold a deciding vote in the case of a Board stalemate
✓ Schedule and arrange Board meetings to ensure optimal attendance for all meetings
✓ Ensure that all nominees participate in a limited number of other public company boards
✓ We have individual (not slate) voting for Directors
✓ Maintain a robust orientation and continuing education program for all Directors

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✓ Maintain a fully compliant majority voting policy
✓ Maintain a board skills matrix which is used for Director nominations and succession planning
✓ We have a robust shareholder engagement program
✓ Maintain strong equity ownership guidelines to align Director and CEO interests with those of shareholders
✓ We have a robust corporate social responsibility strategy
✓ We have a Director resignation policy for all Directors who fail to obtain a majority vote
✓ We have “double trigger” change in control benefits
✓ Board committees have full authority to retain independent external advisors
✓ Strong Board of Directors Peer Assessment Process
✓ Regular Continuing Education Programs for all members of the Board of Directors
✓ Advance notice by-law
✓ Quorum for meetings is a majority of the Board or committee members

The statements in this section highlight in a general way select aspects and observations regarding Linamar's corporate governance. They are qualified by, and subject to, the more specific and detailed disclosures set out in this information circular.

Independent Directors

Linamar's corporate governance philosophy is, and generally has been, to keep an even balance of Independent Directors and non-Independent Directors to force consensus on issues, rather than subscribe to a model of governance where one class of Directors can impose its view on the other simply because it carries more votes.

To this end, the Company maintains a Board split of three (3) Independent Directors and three (3) non-Independent Directors. Director independence is an important part of how the Board satisfies its duty to supervise the management of Linamar's business and affairs. The Board considers regulatory requirements, best practices, and good judgment, among other things, when assessing independence. The Board and its committees promote independence of its Directors by:

reviewing the impact of any board interlocks (where two or more Linamar Directors are on the board of another public company);
retaining advisors when needed for independent advice and counsel;
conducting a Director-Peer Feedback process that is run entirely by the Independent Directors;
conducting in camera sessions of the Board and its committees without the Executive Chair, and CEO or any other member of management;

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determining whether Directors have a material interest in a proposed transaction; and
appointing only Independent Directors to each of the existing Board committees.

The Board has set out its roles and responsibilities in formal charters as well as adopting a Code of Governance Practices and Charter of Expectations for Directors. These documents are reviewed annually to ensure they reflect best practices in compliance with applicable regulatory requirements.

A key element of the Director-Peer Feedback process is to review Board agenda formats and content to ensure they stay relevant and comprehensive. Adjustments to the agendas and workplans are therefore discussed and agreed upon with the full Board engagement.

Given the entrepreneurial nature of Linamar and its strategic plans, the Board does not believe that the quality or implementation of its decisions would be improved or affected by increasing the split of Independent Directors. The Board feels that its size is appropriate for a corporation of Linamar's size, complexity, and entrepreneurial culture. This number of Directors permits the Board to operate in a prudent and efficient manner, while being nimble enough to make quick and informed strategic decisions. The Company's Executive Chair is not independent, and we do not have a lead Independent Director. As such, the Board relies on the advice of Board committees in conjunction with the advice of external legal and financial advisors to provide leadership for its Independent Directors.

Director Qualifications and Continuing Education

	Linda Hasenfratz	Mark Stoddart	Dennis Grimm	Terry Reidel	Lisa Forwell	Jim Jarrell
Diversity
Gender	F	M	M	M	F	M
Other diversity (geography, age, expertise, experience, cultural background etc.)	◆	◆	◆	◆	◆	◆
Skills and experience
Knowledge of one or more industries where Linamar is active	◆	◆	◆	◆	◆	◆
Engaged in broad variety of businesses or professions	◆	◆		◆	◆	◆
Strategic insight	◆	◆	◆	◆	◆	◆
Familiarity with geographic regions where Linamar has business	◆	◆		◆		◆
Finance, accounting	◆		◆	◆	◆	◆
Health, safety, environment, sustainability	◆			◆	◆	◆
Economics	◆	◆	◆	◆	◆	◆
Corporate governance	◆	◆	◆	◆	◆	◆

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In developing a strategy for Board composition, the HRCG Committee uses a skills matrix to evaluate a Director's capabilities and experience around specific targeted competencies. At Linamar, the key focus includes enterprise leadership, functional capabilities, global experience, knowledge of all key industry sectors in which the Company operates and financial acumen.

The Corporation has an orientation and education program in place for new Directors. All new Directors receive an orientation manual containing a record of historical public information about the Corporation, as well as the charters of the Board and committee mandates, copies of all Board governance documents and other relevant corporation and business information. The orientation also includes a thorough review of key issues facing the Corporation, a review of corporate strategy and plans, a snapshot of current performance, a familiarization with Board documents and information sources and a tour of some of the Corporation's various facilities.

The Corporation also uses a Director-Peer Feedback system to evaluate performance of its Directors. The HRCG Committee, comprised entirely of Independent Directors, surveys all six (6) Directors to provide feedback on the effectiveness of the Board and individual Directors. The Chair of the HRCG Committee conducts one-on-one interviews with each Director and qualitatively assesses the Board's effectiveness. The Chair of the HRCG Committee compiles the results and the HRCG Committee assesses the operation of the Board and the committees, the adequacy of information given to Directors, communication between the Board and management, the Director-Peer Feedback information results and the strategic direction and processes of the Board and committees. If concerns are raised, the Chair reviews the Peer-Feedback individually with each Director on a confidential basis to encourage the Directors to develop action plans to continue to hone and improve their contribution to the Board. The full Board discusses the Peer-Feedback survey results to identify improvements and to address any areas requiring attention. The HRCG Committee also assesses the performance of the Executive Chair of the Board and CEO.

Throughout the year, the Board received ongoing guidance from internal subject matter experts concerning the key trends impacting Linamar's automotive and industrial segments and its supporting functions, such as IT and procurement. Additionally, the Board continued its practice of selecting a strategically important topic of focus for each meeting, which was supported by insight and analysis from external advisors. In 2025, the Board focused on the following subjects:

Training provided in 2025	Director attendance
Automotive sector impact of flattening EV volumes in North America	100%
Macro forecasts regarding crop production and agricultural investment	100%
Access industry market drivers	100%
Domestic and global economic trends	100%

Mandate of the Board

The Board's mission is to contribute strategically to the Corporation's long-term success, both individually and collectively. The Board has a dual role to all shareholders of oversight and advisory. As such, the Board has several policies and guidelines in place to assist them in discharging their duties, including the Board of Directors Mandate, a Code of Governance Practices, and a Charter of Expectations, all available at www.linamar.com/governance.

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The Board oversees the business and affairs of the Corporation, establishes, or approves overall corporate policies where required, and involves itself jointly with management in the creation of shareholder value, the preservation and protection of the Corporation's assets, and the establishment of the Corporation's strategic direction. The Board is responsible for the overall stewardship of Linamar. To this end, the Board supervises the management of the business and affairs of Linamar in accordance with applicable laws. The Board's stewardship also includes a regular assessment of the Company's efforts to derive value from ethical business conduct, the promotion of sustainable sourcing and production practices, and further implementation of diverse employment policies. For these purposes, the Board holds regularly scheduled meetings on a fiscal quarterly basis, with additional meetings held as required. Separate annual strategic planning and business-plan review meetings provide the Board the opportunity for a detailed discussion of strategy with management. In addition, there is continued communication between senior management and Board members on an informal basis and through committee meetings.

Director Tenure and Term Limits

The Board has not adopted a tenure limit for Directors but does maintain an ultimate term limit as described below. While tenure limits can help ensure the Board gains a fresh perspective, the Board believes that the imposition of Director tenure limits may deprive Linamar of the contributions of longer serving Directors who have developed a deeper knowledge and understanding of the Company over time. The Board does not believe that extended tenure impairs a Director's ability to act independently of management or to present new or alternative viewpoints.

The Board believes that this open policy is particularly important in the cyclical industrial markets in which Linamar participates. The extensive experience and institutional knowledge that tenured Directors gain from leading a business through diverse market conditions has proven invaluable to the Company's success. Likewise, the Board considers it necessary to maintain more senior and seasoned members of the Board as a counterbalance to two factors which are unique to Linamar's ownership structure and its Board: the significant ownership stake of the founding Hasenfratz family and the significant participation of non-Independent Directors/Executive Insiders on the Board. In view of those two realities, the HRCG Committee has recommended, and the Board has agreed, that at present the Board is best composed primarily of members with greater experience and tenure in order to offset the significant influence that may otherwise be affected by a controlling shareholder and several Executive Insiders on the Board.

The HRCG Committee considers and assesses Board and committee composition on a regular basis with the objective of ensuring the Board and its committees are composed of persons having the diversity, knowledge, experience, skills, and expertise necessary for effective governance of the Corporation. While Board renewal remains top of mind, the Board believes such renewal must happen in a staged and strategic fashion to maintain the balance between strong Independent Directors and Executive Insiders indicated above.

Nomination for election or re-election is determined in consultation with the Executive Chair and the HRCG Committee and is based on the expected contribution of each Director to Board effectiveness. As a matter of policy, the Board does, however, maintain an ultimate term limit, which coincides with a retirement date for Directors: the date of the Annual Meeting of the Corporation following the Director's 70th birthday. This age threshold was set many years ago, prior to changes in relevant employment legislation.

Despite this policy, the Corporation assesses the application of ultimate term limits circumstantially. Regardless of age, the Corporation recognizes that individuals continue to make meaningful, active contributions to thriving businesses and society generally. Each individual Director's role, contribution and participation are evaluated in consultation with the Executive Chair and the HRCG Committee annually. If it is determined that a Director can

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continue to provide sophisticated and strategic guidance to the Company and they are willing to continue serving, then they may be nominated for election as a Director at the Annual General Meeting, despite being over 70 years of age.

Majority Voting Policy

The Board's Majority Voting Policy states that any nominated Director in an uncontested board election must immediately tender their resignation if they are not elected by at least a majority (50% plus 1 vote) of the votes cast in their election. The Board will determine whether to accept the resignation within 90 days. Absent exceptional circumstances, the Board will accept the resignation, making it effective immediately. A Director who tenders a resignation will not participate in any meeting where the Board or a committee is considering their resignation.

Note that on May 5, 2025, Linamar announced the results of the election of Directors after its annual shareholders meeting. In compliance with TSX requirements, they are posted on www.sedar.com.

Succession Planning

A key responsibility of the Board lies in succession planning, particularly for the CEO and Executive Chair positions, and for other key senior executive roles. To fulfill this responsibility, the Board reviews succession candidates in depth on an annual basis both in the HRCG Committee and in a full Board meeting. Identified candidates are reviewed for strengths, career history and experience in the required areas of development. The Board also reviews timeframes around which candidates would be deemed ready to take the next step in their careers, and achieve key development goals and plans in place to allow them to reach that target.

Succession candidates attend Board meetings or Board social functions at various points during the year to allow the Board members to observe candidates "in action", making presentations and interacting with Board members to better inform them about the candidate's potential consideration for the various positions. This process has proven to be an effective way to identify and educate the Board about the Company's senior executives, their potential and allow them to develop a clear strategy, specifically with respect to the CEO and Executive Chair succession. The Board is aware of the Company's broader succession planning process designed to identify and develop individuals throughout the organization for succession into critical positions. The Company has approximately 125 critical positions identified at this time and of the 505 candidates in the pool for succession, approximately 385 individuals are in line as formal succession candidates for those critical positions.

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Board Renewal and Selection of Board Nominees

Identified by:	Reference skills matrix	HRCG committee recommends
Directors	Assess qualifications	Full Board Approval
Management	Consider diversity	Nominee presented at AGM
Shareholders and Outside Stakeholders (e.g., banks, market sentiment)	Review independence criteria	Elected Directors serve for a one-year term
Potential use of search/recruiting firms	Check conflicts and conduct interview process	No limitations on tenure, but term limitations begin at age 70

The HRCG Committee is responsible for assisting the Board in identifying qualified individuals who would be suitable nominees for election to the Board when required. To accomplish this duty, the HRCG Committee and the full Board:

assess the composition and size of the Board and, in doing so, review the breadth, diversity and range of experience of the Directors by having created and updated, on a yearly basis, a competency matrix that sets out the current areas of expertise of the Board;
identify the challenges facing the Corporation; and
approach competent nominees.

If the HRCG and the full Board determine in their assessment that new Directors are required, the pool of candidates developed is referenced and the formal process of approaching potential new Directors begins.

Prior to agreeing to join the Board, new Directors receive a clear description of the workload and time commitment required. The HRCG Committee is composed exclusively of Independent Directors who are independent and acts as the nominating committee when Board positions are vacant.

Ethical Business Conduct

The Board is committed to the highest legal and ethical standards in fulfilling its responsibilities. In addition to the Code of Governance Practices, the Board has adopted (and annually reviews and approves) an Employee Code of Conduct that applies to all Linamar employees world-wide. These Codes provide a foundation for compliance and apply to every business decision in every area of the company. The Board recognizes that Linamar's success is based on creating innovative, high-quality products and services and demonstrating integrity in every business interaction.

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In order to make these Codes effective, the Board has approved appropriate expenditures on anonymous reporting hotlines that allow potential whistleblowers to identify financial, ethical, safety or human rights concerns, has invested in integrity and anti-corruption training conducted by both in-house and external legal counsel, and provides ultimate oversight for gifts and hospitality expenditures above an established threshold.

Linamar also ensures its ethical practices and integrity are mirrored with its outside partners by passing Code of Conduct, anti-corruption requirements, and forced and child labour requirements through to its suppliers and by conducting appropriate due diligence to ensure partners do not appear on any global sanctions or denied parties lists.

Sustainability

In 2021, Linamar established a Long Term Sustainability aspiration to be “Net 0” by 2050. Our facilities, our supply chain, and the customer products we supply will all be factored into that calculation. This is a bold target and will require significant efforts in terms of identifying metrics, tracking, and actioning items to drive change. We have a dedicated Sustainability Council comprised of individuals from across our global business to jointly increase knowledge and competence on sustainability matters, guide actions and better track these efforts. Linamar remains steadfast in its promise to embed sustainable practices across all facets of the business.

The Board, and the HRCG Committee in particular, provide oversight and guidance on environmental matters related to Linamar’s projects and operations, including the impact of the projects on the growing climate change concerns, and are regularly briefed by professionals whose focus is on environmental protection and stewardship.

Significant environmental and process safety issues are reviewed by the HRCG Committee to ensure compliance with the Company’s rigorous processes. The HRCG Committee assists the Board in identifying, evaluating, and monitoring public policy trends and environmental issues that could impact the Company’s business activities and performance. It also reviews and makes recommendations for Linamar’s strategies related to corporate responsibility and reputation management.

The Board and the HRCG Committee regularly receive reports of shareholder engagements related to sustainability and give them careful consideration in developing the direction they provide to management. In that regard, the Board has received consistent feedback from shareholders over the last several years of the growing importance that capital

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market stakeholders place on environmental and social disclosures. In 2025, the Board received Sustainability training on environmental and climate-related matters, particularly as it pertains to governance matters.

Linamar has continued to increase the level of Sustainability reporting disclosures it publishes each year including full CO2 Scope 1 and Scope 1 Emissions Inventory Quantification and Carbon Disclosure Project (CDP) participation. In fact, our 2024 results as measured by Total Scope 1 Emissions (tCO2e) per $1M Sales (CAD) improved over the 2022 adjusted baseline from 19.21 to 14.67, representing a 24% reduction improvement. The progress and success of this is due to the efforts of the Company's Energy Cost Attack Team (CAT) and Waste Elimination Program, both facilitated by the Executive Chair. Since the inception of the program 3 years ago, the team identified 403 GWh of potential annual energy savings and implemented 159 GWh of those savings by the end of 2024. These results are a testament to Linamar's Lean and Continuous Improvement operating culture.

It is widely acknowledged that sustainability efforts are evolving and imperfect as are the underlying standards. In 2024, Linamar started a project to better understand how to increase transparency and preparedness for Sustainability reporting. The company is conducting a further review of various regional Sustainability reporting standards and frameworks (E.g. CSRD, SASB, GRI, ISSB/IFRS) as well as the gaps in systems and capabilities required to publicly report on them. This is an effort to continue Linamar's commitment to increase decision-relevant disclosures to external stakeholders as we continue our sustainability journey. Given the breadth of those disclosures and the limitations of this MIC, we ask that you review the "Sustainability" portion of Linamar's website at www.linamar.com/sustainability. There you will find the annual Corporate Sustainability Report (CSR), the latest version of which was published in 2025 as well as the Supplemental Data Package published in 2024. The report details Linamar's efforts to better communities, reduce its environmental impact, and enhance data disclosure for improved reporting transparency. The most current Sustainability Report that outlines results for full-year 2024 is available at the link above.

Representation of Women on Boards

Of the six members of the Board, two are female, one of whom is the Executive Chair and the single largest shareholder of the Company. As outlined in a written policy approved by the Board, Linamar's objective is to have a proportionate representation of women at all levels of management at Linamar, including the Board. More specifically, the goal of the policy is to attain a comparative level of female representation at each level of management, commensurate with the overall representation of women in the Company's workforce. The Company is currently in compliance with this policy including its requirements at the Board level.

Linamar's policy made it eligible to become a founding member of the Catalyst Accord, which sets objectives and requirements for the representation of women on boards in Canada. One of the key Catalyst objectives is to increase its members' current percentage of women on its boards. This strategic collaboration with Catalyst has the objective of expanding opportunities for women on boards and in executive positions in business, which Linamar wholeheartedly supports. Ms. Hasenfratz, the Executive Chair, is a member of the Catalyst's Canada Advisory Board and became Chair in February 2024.

Consideration of Representation of Women in Director Identification and Selection

Historically, the manufacturing and automotive industries have been very male-dominated, and although the majority of people in the industry are still male, the landscape has been consistently changing over the last 20 years, particularly in the last 5 to 7 years. As Linamar is very committed to women in the trades, as well as in Science, Technology, Engineering and Math ("STEM"), the Company often participates in various initiatives to encourage

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young women to pursue careers in these fields. Although change in gender representation within the industry takes time, significant progress is evident with increased percentages of women in skilled trades and engineering, science, and technology programs. We are seeing a dramatic increase from the numbers a decade ago, and the underlying momentum continues to build. When a director or executive candidacy becomes available, the HRCG Committee evaluates the most qualified candidates for nomination and election, ensuring inclusion of a diverse candidate group in terms of gender, ethnicity and other forms of diversity. The Company actively encourages inclusion of a diverse variety of qualified candidates in this process, which naturally includes women. Our goal, as it pertains to all matters regarding diversity, is opportunity for everyone with advancement, and appointment on merit and proportionate representation without quotas.

This commitment is further exemplified by the announcement in 2017 of a $5 Million fund at Western University, provided by Linamar and the Hasenfratz family. This fund continues to provide 10 scholarships per year to women enrolled in the combined engineering and business dual degree program. Recipients will also receive work terms and a job offer upon graduation. The Company looks forward to seeing the broad impact of encouraging more women in STEM careers through this program and, more specifically, seeing more female engineers at Linamar as a result.

The Company also founded and is the presenting sponsor of a program called See it Be it STEM it ("SBS"), which expressly encourages girls and young women to pursue education and a career in Science, Technology, Trades, Engineering and Math, using role models.

Visit our website at seeitbeistemit.com for more information and some inspiration.

Consideration of Representation of Women in Executive Officer Appointments

As mentioned, Linamar is actively involved in many projects encouraging women to enter the trades & STEM in the automotive industry. The Company's Executive Chair, Linda Hasenfratz, is deeply committed to encouraging women to enter increasingly senior positions and has worked extensively with the Vice President of Global Human Resources (also a woman) to encourage women to be trained, educated, and considered for promotions within the Company. Approximately 19.5% of all critical roles have a female employee identified as a potential candidate for succession as these positions become available. The representation of women at each level of management in Linamar is slightly over-representative of the overall percentage of women in the Company. Linamar is optimistic that the increase of females in all divisions of the business will continue to foster the organic growth of female representation within its management.

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Targets Regarding Representation of Women on the Board and in Executive Positions

As noted above, Linamar has established a target of proportionate representation of women on its Board and in executive positions, commensurate with the number of women in its overall workforce demographics. In 2025, women comprised 21% of Linamar's overall workforce in Canada and 23% of management positions. The Canadian workforce is by far Linamar's largest globally, making this over representation quite notable. Globally, 21.20% of Linamar's workforce is women. Currently, women account for 18% of management positions at Linamar globally with some levels or regions as high as 39.29%. Statistics Canada reports that women's participation in motor vehicle manufacturing is 27.3%.¹

Number of Women on Board and in Executive Officer positions

The current level of representation of women on Linamar's Board is 33% (two out of six Directors). The current representation of women in executive officer positions in Linamar² is 20%. Further, throughout the Company and its major subsidiaries, there are 28 women in senior positions of director and above, as well as 2 women on the senior operations team called the "AIM" team (with an additional woman in a "back-up" position, if primary members of the AIM team are not available for meetings).

Board Diversity Policy

In 2020, the Board established a policy with the purpose of achieving and maintaining diversity on the Board. Diversity includes a wide range of criteria such as industry experience, management experience, education, functional area of expertise, geography, mix of age, gender, and ethnicity. These criteria have always been considered when our Board engaged in recruitment and assessment of qualified candidates to serve as Directors of the Company, but recent trends have underscored the need to formalize this practice into a policy. Linamar's Board of Directors believes that diversity helps to ensure that a wide variety of perspectives are brought to bear on issues, while enhancing the likelihood that proposed solutions will be well thought out and comprehensive.

Consistent with its view that all appointments should be made based on merit, the Board has refrained from setting specific diversity targets beyond those addressed above and required by Canadian securities laws. However, the Company acknowledges the important role members of designated groups with appropriate and relevant skills and experience can play in contributing to different viewpoints and perspectives on the Board. For this reason, the Company has voluntarily agreed to participate in both the Black North Initiative and the 50/30 Challenge issued by the Government of Canada. Both of these initiatives aim to increase the participation of black, indigenous and other racialized and/or marginalized communities in the leadership of Canadian businesses. For more details, please refer to the Board Diversity Policy, which can be found at www.linamar.com/governance.

Anti-Hedging Policy

The Company maintains a policy regarding the prevention of hedging of corporate securities by the Officers and Directors of the Company. The policy specifically addresses the hedging against future declines in the market value of any securities of Linamar through the use of financial instruments designed to offset such risk. The Board is of the

¹ Statistics Canada (2023) Table 98-10-0592-01. Class of worker by industry groups, labour force status, age and gender: Canada, provinces and territories and census divisions
² Linamar has many different subsidiaries, and Ms. Hasenfratz is a director on the boards of each of those subsidiaries. Therefore, the representation of women for most of the Linamar subsidiaries is 33%.

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view that such transactions, while allowing the holder to own the Corporation's securities without the full risks and rewards of ownership, potentially separate the holder's interests from those of other stakeholders and, particularly from the Corporation's shareholders. This Anti-Hedging Policy can be found at www.linamar.com/governance.

Board Committees

The Board has established two standing committees, the Audit Committee and the HRCG Committee, and has prescribed the responsibilities and mandates of both. From time to time, the Board has established special committees composed entirely of Independent Directors to review and make recommendations on specific business matters. Each such committee operates pursuant to written guidelines or the mandate set out in their respective authorizing resolutions. The Corporation does not have an executive committee.

Audit Committee

The Audit Committee operates under the Audit Committee Mandate, the text of which is available at www.linamar.com/governance.

| MANDATE
Additional information regarding the Audit Committee is set out in the section entitled "Audit Committee" in the Corporation's Annual Information Form, dated March 4, 2026 filed on SEDAR+ (www.sedar.com). | The Audit Committee has general authority in relation to the Corporation's financial affairs as well as the specific responsibility to: review all fees paid to the auditors; review the Corporation's quarterly and annual financial statements (including management's discussion and analysis of financial condition and results of operations) and report thereon to the Board; and make recommendations to the Board as to the annual appointment or re-appointment of the auditors for the Corporation. The Audit Committee also has certain additional responsibilities relating to internal and external audits, oversight of management reporting on internal controls and procedures, the application of significant accounting principles, financial reporting and integrity, relations with the Auditors and other matters. To assist in fulfilling its responsibilities, the Audit Committee has the authority to retain external legal counsel and other advisors. The Board has adopted an Audit Committee Mandate to enhance the Corporation's existing corporate governance structures and practices.

The Audit Committee oversees:
• the review of procedures (financial reporting/process);
• external auditors;
• internal audit department and compliance; and
• other responsibilities (such as succession planning for key accounting personnel).

The Audit Committee met four times in 2025 to review the Company's financial performance and any related risks, and make recommendations to the Board with respect to various matters. |
| --- | --- |
| 2025 KEY MILESTONES | • Reviewed the Company's annual and interim financial statements and MD&A;
• Oversaw internal control over financial reporting and disclosure controls;
• Oversaw the external auditor, including independence, audit scope and key findings;
• Reviewed principal financial, operational and emerging risks and significant transactions; and
• Reviewed the operation and effectiveness of the Company's whistleblower and complaints procedures. |
| MEMBERSHIP | During fiscal 2025, the Audit Committee was comprised of three Directors: Messrs. Grimm (Chairman) and Reidel and Ms. Forwell. |
| 100% INDEPENDENT | All member Directors of the Audit Committee are "independent" Directors within the meaning of National Instrument 52-110 - Audit Committees. |

Human Resources and Corporate Governance Committee

The HRCG Committee operates under the HRCG Committee Mandate, the text of which is available at www.linamar.com/governance.

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| MANDATE | The HRCG Committee ensures that the Corporation employs solid Corporate Governance practices, compensates its employees fairly and creates a healthy working environment for the Corporation's employees, including overseeing development and succession for key roles and ensuring that critical health, safety and environmental policies in place are adhered to.

The HRCG Committee also reviews and approves the disclosure relating to the compensation of Directors and officers of the Corporation contained in this Circular (or other documents prior to their distribution to Linamar's shareholders), prepares the Report on Executive Compensation contained herein, administers the Linamar's Long Term Incentive Plans and performs such other functions as requested or delegated by the Board. In addition, the Committee also assists the Board by reviewing the effectiveness with which the Corporation meets its obligations pertaining to the policies and legal requirements of human resources and corporate governance, environmental, health and safety, and capital accumulation plans.

The HRCG Committee oversees:
• corporate governance and social responsibility;
• executive and employee compensation;
• environmental, health & safety;
• sustainability;
• succession planning and organizational change; and
• capital accumulation plans governance.

The HRCG Committee met four times in 2025 to review and make recommendations to the Board with respect to various matters. Once per year, the Committee meets to review all direct and indirect compensation, benefits and perquisites (cash and non-cash) for the Executive Chair and the Chief Executive Officer. |
| --- | --- |
| 2025 KEY MILESTONES | • Oversaw a comprehensive review and update of the Company's Board and governance policies, including ethics, disclosure, whistleblower, anti-bribery, and director governance frameworks;
• Continued oversight of global human resources, environmental, health & safety, and ethics matters, including monitoring workforce trends, compliance issues, and remediation activities across operations;
• Oversaw updates to Board and committee mandates and workplans, and ensured continued alignment with evolving governance practices and regulatory expectations;
• Supervised the preparation and approval of the Company's Forced Labour and Child Labour report, including oversight of related training, supplier monitoring, and internal reporting initiatives.
• Continued oversight of Capital Accumulation Plans Committee, who oversees the Corporation's pension plans, with a view to monitoring its administration and continually improving its overall investment performance for its members; and
• Continued oversight of the Occupational Health & Safety program in monitoring its objective of maintaining above-average industry standards in H&S measurements. |
| MEMBERSHIP | During fiscal 2025, the HRCG Committee was comprised of three Directors: Messrs. Reidel (Chairman) and Grimm and Ms. Forwell. |
| 100% INDEPENDENT | All member Directors of the HRCG Committee are "independent" Directors within the meaning of National Policy 58-101 – Disclosure of Corporate Governance Practices. |

Meetings Independent from Management

Directors hold "in camera" sessions, in the absence of non-Independent Directors or senior executives of the Corporation, at every regularly scheduled Board and committee meeting, including special meetings. For fiscal 2025, the Board held five regularly scheduled meetings, each having an agenda, which specifically provided for an "in camera" session.

The two committees of the Board are composed entirely of Independent Directors and, as with the Board meetings, each committee meeting has an agenda, which specifically provides for an "in camera" session for the Independent Directors without management present. In fiscal 2025, four such Audit Committee meetings and four such HRCG Committee meetings were held.

Related Party Transactions

Related party transactions are reviewed by the HRCG Committee. As a part of its mandate, the HRCG Committee monitors the procedure for the identification and resolution of conflicts of interest. Furthermore, and in accordance

with the rules of IFRS and applicable laws and regulations, the HRCG Committee identifies and reviews any transactions between the Company and related parties. The HRCG Committee reviews a summary of all related party transactions and potential conflicts of interest at least once annually and addresses actual or potential conflicts on a circumstantial basis.

To the extent that it is necessary to do so, the HRCG Committee may retain outside advisors to assist with reviewing related party transactions. For more important transactions, the Board generally establishes a special committee made up entirely of independent directors to review the transaction and to make a recommendation to the Board. Such committee may retain independent legal and financing advisors to assist in reviewing the transaction. The HRCG Committee or a special committee reviews the transaction and submits its report to the Board. The Board then has the responsibility to approve the transaction if it deems it appropriate. No such ad hoc committee was established or required to be established in fiscal 2025.

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DIRECTOR COMPENSATION

The Company reviews general compensation surveys on an annual basis to compare the Corporation's Director Compensation policies and considers generally accepted practices for publicly traded companies. In keeping with the Company's commitment to ensure that its Directors and Officers compensation is always benchmarked against appropriate market trends and comparables, Linamar revised the manner in which its Independent Directors are compensated in 2022 to ensure it is competitive with modern retention practices and can ensure the highest quality talent pool available to it for succession. In light of the current market cost considerations and in keeping with Linamar's world class commitment to cost management, it was determined by the Board that the modernization of Independent Director compensation should take place over a four-year period on an incremental and staged basis, starting with 2022. Following that, the compensation will increase by $10,000 in the subsequent two years, and an additional $5,000 in the last year. The result of that is the compensation for the Independent Directors of $100,000 and $105,000 for the Chair of their respective committees, in the year 2025. During the last financial year, the annual compensation of Independent Directors was as follows:

Name	Fees earned	Share-based awards (1)	Option-based awards	Non-equity incentive plan compensation	Pension value	All other compensation	Total
Lisa Forwell	-	$97,400	-	-	-	-	$97,400
Terry Reidel	$102,500	-	-	-	-	-	$102,500
Dennis Grimm	$102,500	-	-	-	-	-	$102,500

(1) Ms. Forwell received 1,509 DSUs in 2025 pursuant to an election made under the DSU Plan (described hereinafter) with an average market value of $64.55 per DSU.

The Directors who are executives of the Corporation ("non-Independent Directors") receive no remuneration for serving as Directors.

The Corporation does not have a retirement plan for Directors, although it does have a policy on term limits, see "Director Tenure and Term Limits" above. In 2022, the Corporation adopted a plan (the "DSU Plan") to allow Independent Directors to elect to receive some or all their fees as Deferred Share Units ("DSUs"). The purpose of the DSU Plan is to promote a greater alignment of interests between directors and Linamar's shareholders, and to allow Independent Directors to accumulate a greater financial interest in the performance of the Corporation.

Under the DSU Plan, each such Independent Director can make the election prior to the commencement of the applicable service year (or as otherwise permitted by the DSU plan) to have some or all of their fees to be paid in DSUs. If an Independent Director makes such an election, the portion of fees to be paid in DSUs will be credited quarterly (in equal installments) to an account established for the Independent Directors. The number of DSUs credited to an Independent Director's account is determined by dividing the amount of fees elected to be received in DSUs by the volume weighted market value of Linamar's Common Shares for the five trading days preceding the award. All DSUs vest immediately upon being awarded to an Independent Director.

When an Independent Director that holds DSUs ceases to be a member of the Board, such Director may redeem their DSUs in multiple tranches, provided that all DSUs must be redeemed by the end of the year, following the year of termination. The value of each DSU upon redemption is the volume weighted market value of Linamar's Common Shares for the five trading days preceding the redemption. The Board adopted a policy requiring Independent

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Directors and the CEO³ to invest in and own Common Shares or DSUs with a market value equal to, in the case of the CEO three times their base salary and, in the case of independent directors, three times the amount of the annual retainer paid to them.

Director	Shares/DSUs Owned (#)	Required ownership	Value as of March 4, 2026	Requirement met
Lisa Forwell	3,765	$300,000	$348,940	N/A(1)
Terry Reidel	4,000	$300,000	$370,720	N/A(1)
Dennis Grimm	4,180	$300,000	$387,402	N/A(1)
Jim Jarrell	322,355	$1,950,000	$29,875,861	Yes

(1) Following a substantial increase in the annual retainer for independent directors over the last few years, the Board has allowed an additional five-year period to all such directors to comply with the share ownership requirement to begin at the end of 2025 and to be met by 2030, coinciding with each Director's annual retainer reaching its cap

3 The CEO is required to invest in and own shares in the Corporation with a value equal to three times base salary.

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McLAREN
Signed

LINAMAR

MedTech

SKYJACK

MacDon

SALFORD

BOURGAULT

LINAMAR

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

Governance & Executive Compensation Practices

Feedback from ongoing shareholder engagement sought, considered, and acted upon.
Performance-based pay– approximately 89% of CEO and 89% of Executive Chair compensation linked to corporate performance
Market-typical executive employment agreements in place for all officers.
CEO and Executive Chair compensation allocation designed to incentivize both short- and long-term thinking given their significant share ownership.
Double-trigger change of control provisions in place.

Compensation Philosophy

Pay for performance: rewards results that create sustained value for shareholders.
Pay at risk: substantial portion of all compensation of senior executives weighted to at-risk pay.
Pay based on unadjusted earnings to hold executives responsible for their actions.
Market competitive and comparable to peers.
Compensation design attracts, retains, and motivates executive talent.
Given limited Canadian comparable peers, compensation designed to attract talent from American and International peers.

Performance Highlights

Linamar's management has delivered strong long term growth of the business over a sustained period of time. Normalized EPS growth has shown a consistent trend over the period of 2001 to 2025. Linamar's excellent, consistent financial results are a result of the powerful synergistic diversification model that Linamar has developed. Two key segments drive Linamar's continued growth – the Mobility and the Industrial segments.

The global Mobility business is very large with excellent technology systems and a diverse talent pool. This capital-intensive business offers significant growth opportunities for Linamar.

The Industrial business is more regional, with a stronger presence in North America and less purchasing power in comparison to the Mobility segment. With that being said, the Industrial segment has low CapEx requirements which makes it a reliable generator of cash. This segment also does an excellent job of managing various brands such as Skyjack, MacDon, Salford and Bourgault that all have a high global growth potential.

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Linamar's Powerful Balanced & Diversified Business Model

INDUSTRIAL SEGMENT

focused on North America, generates cash and shares brand management knowledge.

MOBILITY SEGMENT

with its global reach and advanced capabilities, supports the Industrial segment by providing expertise and resources.

This synergistic model drives consistent growth, positive cash flow, and a strong balance sheet.

On one hand, the Mobility segment helps improve the performance of the Industrial segment by supplying talent, system expertise, a global network to enable global growth and significant purchasing power to improve profit and cash flow. On the other hand, the Industrial segment provides much needed cash for investment to the Mobility segment, as well as knowledge around effective brand management. This is a unique model, and it works exceptionally well to help Linamar drive strong and consistent top and bottom-line growth, maintain a strong balance sheet, double digit return on capital, as well as positive free cash flow.

Track Record of Financial Performance

Strategy / Financial Performance

Proven, Repeatable Financial Strength

Double Digit Growth

McLAREN

Elgining

LINAMAR

MedTech

SKYJACK

MacDon

SALFORD

BOURGAULT

(1) 1 - Free Cash Flow (FCF) and Net Earnings (NE) – Normalized are Non-GAAP Financial Measures. Please refer to “Non-GAAP and Other Financial Measures” in the separately released Q4 2025 MD&A.
(2) 2 - Return of Capital Employed (ROCE) is a non-GAAP financial ratio and the Company finds it useful in assessing the underlying operational performance and in making decisions regarding the ongoing operations of the business. ROCE (A/B) is calculated as Earnings base (A) which is trailing twelve-month Operating Earnings of $892 million (2024 - $611 million) divided by Capital Employed (B) which is Equity (the most directly comparable measure as presented in the Company's Consolidated Statements of Financial Position) less Contributed Surplus of $37 million (2024 - $38 million) plus Long-Term Debt of $2,098 million (2024 - $2,293 million) less Cash of $911 million (2024 – $1,055 million).

What We Do	What We Don’t Do
☑ Compensate based on performance	✗ We do not have a floor for “at risk” variable compensation
☑ Significant portion of pay is at risk and based on performance, variable compensation can and has gone to zero dollars	✗ We do not encourage excessive risk-taking with short-term incentives
☑ Deferral of a significant portion of variable compensation	✗ We do not guarantee a minimum level of vesting in our performance share units
☑ Total sum of mid and long-term incentive awards subject to performance of share price at time of grant and vesting	✗ We do not have employment agreements with multi-year guarantees
☑ External independent advice as necessary	✗ We do not reprice underwater stock options
☑ Stock options are not excessively dilutive	✗ We do not adjust executive compensation calculation for other items (e.g., write-downs, COVID-19 shutdowns). Reported earnings directly correlate to compensation earned, no adjustment.
☑ Calculate and disclose the year-end dilution level of stock options as a percentage of shares outstanding
☑ Minimum share ownership guidelines for CEO
☑ Double Trigger change of control
☑ Peer group used for benchmarking
☑ Compensation is linked directly to our strategy, using financial and non-financial, and absolute and relative performance metrics
☑ Arrange a portal on our website to provide investors an opportunity to directly comment on executive compensation

This section provides a general overview of select aspects and observations related to Linamar's executive compensation. They are qualified by, and subject to, the more specific and detailed disclosures set out in this Circular.

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STATEMENT OF EXECUTIVE COMPENSATION

Compensation Governance

Linamar recognizes that its key advantages lie in the expertise and commitment of our people, and a performance-oriented culture built on continuous improvement and attention to detail. Linamar's growth aspirations, together with the highly technical nature of the business and its attendant complexities, demand a highly skilled workforce and a dynamic senior management team with a broad set of skills. It is in this context that Linamar seeks to attract and inspire exceptional executive talent.

The objectives of the Linamar compensation program are as follows:

Compensation is to be used as a tool to attract, retain, and motivate top quality executives;
The program should align the interest of executives with those of the Corporation's shareholders (both short and long-term investors) through the application of pay for performance and the rewarding of actions that are in the best interest of the whole;
Variable performance-based targets and KPIs should align closely with our Stepping Stool strategy for success with a balance between customer, employee, and shareholder related value generation;
The compensation program should encourage appropriate risk-taking;
Increased levels of variable (performance-based) compensation with increasing levels of responsibility;
Target overall total compensation to be at 75th percentile of peer competitors; and
Target base salaries to be at 25th percentile or below of peer competitors.

The Role of Risk Oversight

The HRCG Committee is responsible for setting executive compensation levels.

The Corporation's senior executive management performs a risk-based evaluation for the Company each year, and all of these risks are factored into the strategic planning process and form part of management's shared and personal objectives on which executive compensation is partially based. Linamar's management understands that if risks are not adequately managed, then personal objectives and commensurate compensation will be negatively impacted. The process of setting CEO objectives each year includes an adequate and proportionate assessment of key objectives and risks. Performance to these set objectives establishes the CEO's base rate and discretionary long-term equity-based compensation annually.

Importantly, the largest part of executive compensation relates to bottom-line profit performance. The ineffective management of risk impacts profit performance directly, thereby affecting executive compensation.

Further, a portion of executive compensation is deferred compensation, specifically stock options, share grants, and Restricted Share Units, which vest over time. A lack of appropriate risk management can adversely impact future performance and the value of these share and equity-based compensation elements. The effective management of risk factors comprehensively into Linamar's compensation formula and so, managing risk forms an integral part of what motivates an executive's overall performance.

Linamar

McLaren
Signering

LINAMAR MedTech

SKYJACK

MacDon

SALFORD

BOURGAULT

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The Executive Chair is a critical role in the organization, with several important functions. For instance, the Executive Chair leads a company wide cost savings initiative (Cost Attack Teams or "CAT") with a goal of uncovering cost savings opportunities throughout the organization, and to teach Linamar employees these same methods, as a way of perpetuating the lean culture. The Executive Chair also participates in Linamar's global executive leadership program that takes high potential talent from across our worldwide facilities, and places them in a 3-to-5-year intensive entrepreneurial leadership training program. The selected candidates then go on to shadow the Executive Chair for a portion of this period and participate in the CAT activities, in order to gain critical knowledge with a goal of solidifying themselves as future leaders of Linamar. Other responsibilities of the Executive Chair include leading investor relations, government relations, and playing a key leadership role in developing the overall direction and strategy of the Company.

Finally, it is important to state that Linamar's executive officers count among them a shareholder with a substantial equity position in the Company that forms a substantial part of her personal wealth. Therefore, by its nature, the management of the Company moves very prudently with any decision that might affect share price.

Responsibilities of the Committee

With respect to matters of compensation of the CEO, the HRCG Committee:

Reviews and approves periodically, but no less frequently than annually, the Company's goals and objectives relevant to compensation of the CEO and Executive Chair, including the balance between short-term compensation and long-term incentives;
Establishes specific performance objectives for the CEO and the Executive Chair
Evaluates the performance of the CEO and the Executive Chair in light of those goals and objectives; and
Determines and approves the compensation level of the CEO and the Executive Chair based on such evaluations, which include actual quantitative performance on key metrics.

In determining compensation, the HRCG Committee considers, among other factors it deems appropriate from time to time, the Company's performance, and operating criteria during such periods as the HRCG Committee may deem appropriate, the value of similar compensation levels to persons holding comparable positions at comparable companies and the compensation levels given to the CEO in prior years. After reviewing the CEO's performance with the independent Directors of the Board, the Executive Chair is responsible for communicating the performance evaluation and the level of compensation approved to the CEO.

In addition, as part of the regular HRCG Committee quarterly agenda, the HRCG Committee assesses the Company's performance against industry peers in automotive and industrial markets. This benchmark report is a good indicator of overall Company performance across a wide variety of factors: overall financial performance, sales, earnings, and balance sheet management, as well as productivity and growth measures. This provides a sound context for the HRCG Committee to assess management's overall performance.

The HRCG Committee is also responsible for the following:

Review, approve, and recommend to the Board the adoption of a compensation strategy for the Company;
Annually review, approve, and recommend to the Board, the Report on Executive Compensation for inclusion in the management proxy circular for the annual general meeting of Shareholders;
Review, approve, and recommend to the Board any stock option issue proposed by management;
Administer the Stock Incentive Plan; and

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Administer the Long-Term Incentive Plan.

Overall Compensation Philosophy

In keeping with Linamar's Stepping Stool strategy for success, which underpins all Board and management decisions, the executive compensation program at Linamar attempts to balance employee and customer needs with financial results. Therefore, its compensation philosophy seeks to provide a fair and equitable compensation within the framework of a competitive structure making sense to its shareholders and customers.

Elements of the Company's compensation program for senior executives this year include:

Base salary
Cash-based incentive plans
Stepping Stool Bonus
Manage the Present and Create the Future Cash Bonus
Performance-based Discretionary Bonus (Non-Operational Executives only)
Deferred Incentive Awards (RSUs)
Deferred Performance-based Discretionary Share-based Bonus (Share Options or Share Grants)

Fair compensation means compensation in line with like-sized and like-focused companies for achieving targeted goals and performance. The Company prepares comparisons for executives based on broad industry surveys of like-sized companies, as well as assessing specific compensation for publicly traded companies in Canada, whose capitalization and focus on industries in Canada and the United States are similar to those of Linamar. When setting executive compensation at Linamar, the Company: sets pay levels based on comparisons of total cash compensation, including total direct compensation, and levels of fixed pay on comparisons of performance-based pay, performance pay programs that incentivize executives of similar companies, as well as broader industry trends.

Why We Don't Index Certain Performance Incentives Directly to Peers

According to the Company's compensation philosophy, the Company itself must perform and grow regardless of industry conditions for bonuses to be paid. For instance, the Profit Bonus is payable only in direct proportion to profit generated by Linamar, regardless of its relativity to its peers. If, for example, Linamar were to operate at a loss during a particular period that was comparatively less than the losses experienced by its peer group, that is not considered a satisfactory achievement for which the Company's executives should receive bonuses. According to Linamar's compensation philosophy, lower profit should result in less compensation, even if that would result in a comparatively lower compensation package than its peer group. The Board believes in building a company that strategizes for and achieves consistent sustainable growth, regardless of industry conditions, and has structured its executive compensation systems accordingly.

Nevertheless, Linamar's stakeholders expect overall compensation in ordinary circumstances to be commensurate with its peers. Accordingly, the Company believes that evaluating executive pay in comparison to a peer group is an important step in setting compensation components. Linamar is somewhat unique in Canada given its size in automotive parts manufacturing and the fact that its shares are publicly traded. Its closest likeness in the Canadian market might be Magna Corporation, which is approximately four times Linamar's size in terms of revenue. Therefore,

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the HRCG Committee has had to develop a broader comparator group amongst Canadian (and some US) publicly traded companies to make meaningful comparisons with respect to executive compensation.

Selection of Peer Groups for Compensation Benchmarking

When selecting comparator companies, the Company tries to find other publicly traded companies within the same sector and at the same (or greater) capitalization levels. These comparators are used to ensure the amount and mix of compensation potential for satisfactory performance are commensurate with the position held by the senior executives in order to attract and retain the best people for the Corporation.

Factors Considered in Selecting Peer Groups
Industry	Complexity of Operations
Size based on annual revenues	Number of Employees
Ownership structure (public or private)	Controlling shareholder interest
Country of head office or a major subsidiary	Global scope of operations
Feedback from shareholders	Feedback from proxy advisory firms (ISS and Glass Lewis)

While this list is not exhaustive, balancing and rationalization of these factors is imperative when developing a reasonable list of comparators. Due to the Company's distinctive manufacturing operations and diversified portfolio, there is no direct set of peers, requiring a more thoughtful approach towards selection of a peer group. In previous years, we understand that certain global proxy advisory firms have weighted factors like country of incorporation or stock market of record above all other factors when selecting a peer group for their own assessment of Linamar's executive compensation program. This has resulted in proxy advisors selecting a peer group for Linamar from materially different industries – such as discount retail, home furniture, and airlines – often to the exclusion of Linamar's actual domestic and foreign competitors in the automotive industry.

While proxy advisory firms can provide valuable insight and analysis for Linamar's investors, the value of such analysis should be taken into context when the factors underpinning the selection of a peer group are skewed or overly weighted. When engaging in succession planning and talent recruitment, Linamar's Board and management do not actively look for executives from the retail, home furniture or airline industries. Linamar, however, does actively recruit top talent from American based comparables, which are not always representative of certain proxy advisors' selected peer group.

The following list of benchmark companies is maintained by Linamar's HRCG Committee to gauge the appropriateness of Linamar's compensation philosophy and outcomes. This list remains heavily influenced by the peer suggestions of our shareholders and through the growing dialogue between the Company and proxy advisory firms.

Peer Benchmarking Group
Adient PLC	Agco Corporation	American Axle	Aptiv PLC	BorgWarner Inc.	CNH Industrial	Cooper-Standard Holdings Inc.	Cummins Inc.
Dana Incorporated	John Deere	Eaton Corporation	Emerson Electric Co.	Georg Fischer	Haulotte	Illinois Tool Works Inc.	Lear Corporation
Magna International Inc.	Manitou	Martinrea International Inc.	Oshkosh Corporation	Allison Transmission	Terex Corporation

Linamar

McLaren

Signering

LINAMAR

MedTech

SKYJACK

MacDon

SALFORD

BOURGAULT

In establishing senior executive compensation packages, the Company also considers general survey data for like-sized companies in Canada. While Linamar does not use comparative performance to its peers to reward the performance of its NEOs, it does review the total compensation of a select comparator group (noted above) to ensure that its total compensation is in line. The analysis uncovered that the Company's senior executive compensation in 2025 was within the targeted 75th percentile range for both the CEO and the senior executives collectively.

2025 COMPENSATION ELEMENTS
Term	Base Salary (1 Year)	Short Term Incentives (1-3 Years)	Long Term Incentives Share Grants (5 years)	Long Term Incentives Stock Options (10 Years)
Purpose	Provide fixed level of compensation	Reward exceptional individual performance and achievement of key performance measures	Reward the creation of longer-term shareholder value and the achievement of specific performance objectives	Further link the interests of executives to those of shareholders by rewarding executives for the creation of long-term value
Criteria	Individual performance, responsibilities, experience, and skills	Reward individual performance, core competencies and behaviours based on achievement and surpassing of Stepping Stool KPIs and corporate profit	Performance to company strategy and publicly disclosed goals, performance against personal performance objectives and sustained performance aligned to longer-term objectives	Performance to company strategy and publicly disclosed goals, performance against personal performance objectives and sustained performance aligned to longer-term objectives
Payment/Vesting	Paid during fiscal year	Payment in line with specific criteria for performance or achievement of Stepping Stool KPIs and the achievement of profitable business. Stepping Stool bonuses are paid out in cash annually. The RSU Plan Bonus pays out 50% in cash and 50% in RSUs which “cliff” vest after three years.	Earned in fiscal year, vest annually over a five-year period at a rate of 20% per year	Earned in fiscal year, vest annually over a ten-year period at a rate of 10% per year
Policy Alignment with Peer Groups	Targeting 25th percentile offered in the applicable peer group	Currently falls in the 75th percentile of peer group. This is a reflection of the fact that CEO/Executive Chair is the significant share owner and incentives need to be balanced towards shorter-term thinking	Currently in the 25th percentile of peer group to counterbalance larger short-term incentives and to reflect the fact that Executive Chair/CEO already has significant long-term exposure.	Currently in the 25th percentile of peer group to counterbalance larger short-term incentives and to reflect the fact that Executive Chair/CEO already has significant long-term exposure.

Why We Don't Adjust Executive Compensation for Other Items or Financial Events

It is a top priority of Linamar's Board and its current management to drive shareholder value and return on investment through profitable sustainable growth. Simply put, Linamar's Board believes that our executives should not reap the benefits of certain incentives if our shareholders are not seeing those same benefits through profit that is either returned to them or reinvested in the growth of their Company. Similarly, if management overpays for an acquisition and must take a subsequent write-down, their compensation is directly impacted during the period that the write down takes place. Executives at Linamar are expected to own all decisions and their impact on the organization. Similarly, there are no adjustments to earnings before the calculation of bonuses.

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CEO and Executive Chair Compensation in Line with Performance

Objective criteria guide for CEO and Executive Chair compensation. The Company has established various incentive programs, which are exclusively formula based, and systematically calculate annual cash bonuses for the CEO and all other senior executives, including the Executive Chair. The HRCG Committee sets the percentages, with periodic re-assessments through general comparison to industry and comparator company standards, and those percentages apply directly to Company results. Therefore, there is no room for discretion on those bonuses. There are deferred-incentive awards such as stock options or share grants that vest over time and are awarded at the discretion of the HRCG committee, based on the Senior Executive's overall performance levels to stated goals and objectives.

In 2025, sales were down 3.3%, normalized earnings were up 2.9% and net earnings were up 126.3% relative to 2024. The large increase in net earnings was due to the Company incurring a significant goodwill impairment in 2024, resulting in an earnings loss in Q4 2024 but notably even after normalizing this impairment out of results the Company still saw earnings growth. After careful review and analysis of stated performance objectives in 2025, the HRCG Committee calculated the overall success rate of implemented objectives for both the CEO and the Executive Chair at 94.6% and 97.5% respectively, both with a rate of 90% inclusive of quantitative goals. The overall performance of the CEO and the Executive Chair from the Company's STAR evaluation system was 79.8% and 81.2% respectively. CEO compensation increased by approximately 33.8% and the Executive Chair compensation increased by approximately 24.6% in 2025 in large part due to the increase in the Annual Profit Bonus based on the increase in overall Company earnings in the current year compared to the prior year. Executive bonuses are assessed and paid quarterly.

The Company's objectives are structured around three key areas or "legs" (as in the Stepping Stool Program, discussed further in this Circular): 1) Customer; 2) Employee and 3) Financial. Key CEO objectives in 2025, supporting the Company objectives, included:4

Key CEO and Executive Chair objectives in 2025, supporting the Company objectives, included:

Customer
Connect and Grow - Customer Relations Program	• Champion building long-term roadmaps with customers for continued growth
• Ensure sufficient risk sharing with customers
Critical Growth	• Evolve and implement group growth plans
• Focus on longer term growth initiatives in various segments
Employee
---	---
Talent Pipeline	• Launch renewed Succession and Talent Process
• Identify new Succession candidates for the senior operational executive team
Diversity	• Rollout the Employee Resource Group (ERG)
• Champion continued progress around improving diversity statistics at Linamar
March Organizational Changes	• Create the automated "Monday morning report" highlighting key organizational data and statistics

4 Overall Weighting for CEO and Executive Chair 2025 Objectives: Customer (28%); Employee (38%); Financial (26.7%); and Personal (2%).

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Financial
Strengthen Profitability	• Top Focused Facility Program, focusing specifically on rebuilding Linamar Europe
• Focus on improving performance in the mobility segment
• Improve leadership effectiveness through leadership training tools and initiatives
• Drive meaningful improvement in Linamar Europe through CAT program
Recraft IR Story	• Focus on consistent, sustainable, and strong performance
• Emphasize and strengthen symbiotic relationship between mobility and industrial segments
Acquisition Integration	• Continued integration support for Bourgault entities
• Ensure other newly acquired businesses are well integrated into Linamar culture
Major System Implementation	• Rollout revised Stepping Stool Indicators
• Implementing and/or updating systems such as EPMS and AP Automation

The Committee was pleased with the CEO's overall performance in these three key areas as well as other more specific quantitative objectives.

Key CEO and Executive Chair objectives in 2026, supporting the Company objectives, include:

Customer
Long-Term Growth	• Develop a roadmap with the executive team towards $15B by 2030 and $100B revenue growth
• Continue building a pipeline of organic and inorganic growth opportunities, including conquest work
Critical Growth	• Work with the executive team on identifying key acquisition targets, including distressed targets that enable diversification of Linamar's product expertise
• Focus on Global Markets growth for the Industrial side of the business
Connecting with Customers	• Develop a long-term tariffs mitigation strategy that benefits both Linamar and its Customers
Employee
---	---
International Relations	• Given Linamar's global footprint, one of the objectives is to help champion Canada's efforts towards relations with the US, USMCA renewal
• Create global process to share best practices, new technologies, new suppliers and lessons learned in purchasing and process/engineering in all of Linamar's key technologies
Diversity	• Champion continued progress around diversification of the talent pool at Linamar
• Focus on regions that are under-represented, such gender representation in Europe
March Organizational Changes	• Consolidate key personnel and implement necessary organizational changes
• Define and implement an effective global communication system at Linamar
Financial
---	---
Strengthen Profitability	• Continue driving improvement by rigorously implementing CAT procedures and diligent site visits
• Identify and set targets for CAT improvements within the Organization
Major System Implementation	• Focus on and assist with continued implementation of major systems within the Organization
Acquisition Integration	• Focus on continued effective implementation of the recent acquisitions

Linamar

McLaren
Signering

LINAMAR
MedTech

SKYJACK

MacDon

SALFORD

BOURGAULT

Though discussed in more detail in the Compensation Discussion & Analysis, in summary the CEO and Executive Chair pay in 2025 was comprised of:

Base Rate

Set based on comparative industry data of both like-sized companies in Canada and comparator companies in like industries in North America. Target to be in the 25th percentile of peer group.

Annual Bonus

Stepping Stool Bonus – Potential 15% of base rate based on achievement of a series of quantitative key performance indicators reflecting Customer, Employee and Shareholder satisfaction (Stepping Stool objectives) such as Quality Performance, Safety, Turnover and Profitability.
Overall achievement of 60% based on performance on the specific goals resulting in stepping stool bonus payment of 11.4% of base rate or $83,060 for Linda Hasenfratz and payment of 11.4% of base rate or $73,941 for Jim Jarrell.
Profit Bonus – 1.75% of earnings before tax (“EBT”) for Linda Hasenfratz, and 1.50% of EBT for Jim Jarrell, determined quarterly in accordance with the Corporate Profit Bonus Program described below (note: the Company does not normalize or adjust profit for other items prior to calculating the CEO or any other executive bonuses).
Quarterly EBT resulted in a profit bonus payment of $14,252,828 for Linda Hasenfratz and $12,216,710 for Jim Jarrell.

Deferred Incentive Awards

Two deferred incentive award programs are available to our NEOs to condition compensation against multi-metric performance goals. They are:

Standard share options or share grants: These awards are periodic, vesting over time and reflect exceptional performance measured against Company strategy and goals and personal objectives. All awarded share options or grants vest over a period of time; options vest over a 10-year period (10% per year) and share grants vest over a five-year period (20% per year).
In setting these awards the HRCG Committee considers performance compared to stated personal objectives (set with the Board on an annual basis), the level of sustained performance aligned with long-term Company objectives and actual results from the Company’s STAR employee evaluation system. High levels of performance result in an opportunity for deferred incentive awards determined in proportion to the level of performance. It is important to note that option or share-based awards must be based on established performance targets for any given year and are subject to committee evaluation in terms of overall company performance and other key factors. If the HRCG Committee is concerned with overall performance for example, they have the discretion to adjust down these awards. In 2025, Jim Jarrell received 150,000 option-based awards valued at $4,112,730 for his strong STAR 79.8% performance score and a holistic evaluation of overall company performance and condition. Linda Hasenfratz received

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50,000 share-based awards valued at $4,002,718 for her strong STAR 81.2% performance score and a holistic evaluation of overall company performance and condition.

Manage the Present and Create the Future (RSU Plan) Bonus – The RSU Plan Bonus is structured to reward a specific set of growth focused metrics including meeting targets for annual sales, non-cash working capital targets, operating earnings, capital expenditures and new business wins. As it is performance based, the value of the RSU Plan Bonus is entirely at risk, with award calculations occurring annually in the fourth quarter. Half the value of the RSU Plan Bonus is paid out in cash in Q1 of the following year while the remaining 50% of the total value granted by the RSU Plan Bonus is awarded in RSUs that vest entirely in three years. The maximum realizable bonus under this program is targeted at 30% of base salary with a cap of 60%.
Overall achievement of 22.2% based on performance on the specific goals resulting in a RSU Plan Bonus in 2025 of $144,392 for Jim Jarrell and $162,306 for Linda Hasenfratz.

Balancing Short- and Long-Term Incentives for the CEO and Executive Chair

One issue of note with respect to the compensation package of the Executive Chair and CEO, which has been raised frequently during Linamar's ESG shareholder engagement activities, was the greater weight given to cash-based and shorter-term incentives for the overall compensation of both positions. Given the succession of the CEO position in August 2024, we are going to see both the Executive Chair and the CEO take on full shape and breadth of their responsibilities in the coming years, but it remains critical to highlight the logic behind this structure:

The current Executive Chair, and former CEO is the largest Linamar shareholder. Her investment in Linamar also represents a significant portion of her personal wealth. As a consequence, the Board believes that she is naturally incentivized to be risk averse and take a long-term approach to value generation. While that thinking is beneficial for a substantial portion of Linamar's shareholders, the Board wants to also attract short and mid-term investors and therefore have incentivized the executive by aligning the majority of her compensation with the achievement of shorter-term annual goals. Philosophically, the aim of these short-term incentives is to encourage our executives to take prudent risks that will grow the business.
Similarly, Linamar's new CEO has a material portion of his personal wealth invested in the Company, following many years of serving in executive positions. By tying a substantial portion of his compensation to the profitability of the Company, he remains naturally incentivized to pursue sustainable growth strategies that are aligned with investor interests. Additionally, for over a decade a significant portion of his annual compensation has been in options which have a materially longer vesting period of 10 years than the share-based compensation received by other executives. In the Board's view, this naturally counterbalances the incentive to pursue short-term goals and is in line with the compensation philosophy used by many of Linamar's peers.
Until recently, Linamar primarily competed in the automotive parts and supply business, which is highly cost sensitive and requires suppliers to provide annual cost reduction "give-backs" to OEM automobile assemblers. As a result, Linamar's ability to survive and compete against much larger direct competitors was premised heavily on its executive's ability to manage costs and generate long term, sustainable and profitable growth. Profit and efficient use of capital, as calculated by EBT was, and continues, to be an excellent measure for Linamar's generation of shareholder value. An EBT indexed incentive structure

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connects compensation with the operational impact of everyday decisions and drives strong managerial focus on lean/efficient operations through effective management of costs.

Notably, while the short-term incentives portion of the CEO's compensation is well above the median of Linamar's peer group, the long-term incentives package is conversely well below the median of Linamar's peers. The net effect of this weighting is to counterbalance and to bring CEO compensation within the targeted 75th percentile amongst Linamar's peers.

ELEMENTS OF COMPENSATION

Base Salary

The Company believes that a significant component of executive compensation should be at risk as a matter of good corporate governance and to reflect and reinforce Linamar's entrepreneurial culture. Therefore, it sets base salaries at relatively low levels in comparison to the market to ensure that compensation aligns primarily to results-driven performance and the pursuit of sustainable profitable growth.

The Company assesses base salary, total cash compensation and total direct compensation. Generally, minimum base salary rates are set at approximately the 25th percentile of the survey base rates. Adjustment of minimum and maximum base salary levels from these levels occurs occasionally to ensure appropriate comparative compensation levels within a team or within a discipline in the organization.

NEO^{5}	Year	Base Salary
Linda Hasenfratz	2025	$730,644
	2024	$730,644
	2023	$709,363
Jim Jarrell	2025	$650,000
	2024	$609,912
	2023	$567,823
Dale Schneider	2025	$400,000
	2024	$388,450
	2023	$377,136
Sam Cocca	2025	$518,829
	2024	$494,852
	2023	$457,392
Kurt Bueller	2025	$431,217
	2024	$417,071
	2023	$369,119

Organizational Alignment

Linamar aligns business strategies and goals to any compensation strategy's objectives to maximize the likelihood of their attainment. Therefore, the Company provides variable pay plans and packages (with varying incentive targets) for different levels of employees. It designs variable compensation to reward financial and operational performance to goals, as well as collective and individual achievements.

In all cases, compensation is a combination of base salary (fixed pay) coupled with a bonus (variable or performance-based pay). Depending on the position, bonuses will be comprised of cash or a combination of cash and equity instruments (i.e., stock options or share grants). The portion of performance-based or variable pay applies throughout

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the organization but increases in accordance with increasing levels of responsibility. See chart below for the target percentage distribution for all senior employees within the organization.

Position	Base (Fixed Salary) as a % of total compensation	Performance-based (Variable Compensation) as a % of total compensation
General Managers	40%	60%
VPs & Directors	55%	45%
Group Presidents	30%	70%
Senior Executive	40%	60%
Executive Chair, CEO and President	20%	80%

Senior Executive
Base = At Risk

Executive Chair, CEO & President
Base = At Risk

Variable pay weighs both collective and individual performance with increasing emphasis on collective performance the more senior the role in the organization. Please refer to the following chart for percentage breakdowns.

VARIABLE SALARY WEIGHTING TARGETS
Position	Individual	Plant level results	Group level results	Corporate level results
General Managers	0%	80%	0%	20%
VP & Directors	20%	0%	0%	80%
Group Presidents	0%	0%	50%	50%
Senior Executives	20%	0%	0%	80%
Executive Chair, CEO and President	0%	0%	0%	100%

Bonuses are directly tied to performance and aligned with Company goals, objectives, values and valued behaviour. Performance drivers include productivity, various indicators of customer and financial satisfaction, profit, return on investment, performance related to the Company's core values and leadership behaviours, personal objectives attainment, approach to the job and attitude and achievement of growth goals.

The Company allows for deviations from its compensation program guidelines only when responding to business-critical, market-based attraction and retention needs supported by valid and timely data and relating to such situations as: out-of-country hires and singular, specialized skills, which are scarce in the marketplace.

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Elements of Variable or Performance-based Compensation

The Company believes in the concept of aligning pay to performance on key business metrics that align with the Company's overall strategy.

The Company has a core strategy of maintaining and growing profitability while appropriately utilizing the Company's assets and cash. Accordingly, the Corporate/Group Profit Bonus Program has been established to reward executives at a set percentage of profit achieved, while ensuring cash use is optimized.
Another key element of the Company's strategy focuses on the concept of balancing Customer, Employee and Financial Satisfaction. Accordingly, the Stepping Stool Program, another bonus program, measures key metrics of satisfaction for each of customer, employee and shareholder and provides a bonus to executives on successful attainment of those metrics.
Finally, a third bonus program seeks to incentivize and reward capital-efficient value creation over a three-year performance period, thereby driving direct medium-term shareholder value. This bonus program, referred to as the Manage the Present and Create the Future (RSU Plan) Bonus Program, is described in greater detail below.

The Company establishes specific strategies annually as targets for achievement in the ensuing year, medium term, and long term. Specific objectives are set for each executive to support these strategies and performance to such evaluated in establishing Performance Based Discretionary Bonuses.

Annual Incentive Plans: Corporate/Group Profit Bonus Program

Annual incentives, or bonuses for the Profit Bonus Programs, are all formula-based.

The Corporate Profit Bonus payment is based on a set formula derived from net quarterly earnings of the Corporation before provisions for (recovery of) income taxes and is payable each quarter. Both net earnings and provisions for (recovery of) income taxes are in the consolidated financial statements of the Corporation. EBT is a driver for this significant portion of the variable compensation package as it accurately captures both earnings from operations and the financing cost of creating those earnings thereby motivating executives to manage both the income statement and balance sheet. EBT is the key driver of earnings per share and ultimately the share price itself, and as such directly links executive compensation to shareholder satisfaction. There is no minimum threshold of performance to be eligible for this bonus, nor is there a cap. In the absence of profit during a quarter, no bonuses are paid. No adjustments are made to EBT for any other items whatsoever, again aligning compensation directly to reported earnings per share and thereby share price. For the purpose of calculating the Corporate Profit Bonus Program, the Company does not apply losses incurred during a particular quarter against profits earned during the same performance year.

The Board, through the recommendations of the Executive Chair and the HRCG Committee, sets the percentage incentive for the CEO, and the HRCG Committee alone for the Executive Chair. For fiscal year 2025, the Executive Chair's annual incentive was equal to $1.75\%$, calculated quarterly, for the Corporate Profit Bonus Program, while the CEO's annual incentive was equal to $1.5\%$. The Corporate Profit Bonus Program applies to senior executives at the corporate level with the bonus percentage varying, dependent on position.

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As this bonus program is completely "at risk" each quarter and is driven entirely on management's ability to generate profitable growth, the Board believes that this program is a perfect driver of Linamar's entrepreneurial culture which will continue to be a critical component of Linamar's future success.

NEO	Year	Corporate Profit Bonus Program
Linda Hasenfratz	2025	$14,252,828
	2024	$11,464,781
	2023	$12,316,688
Jim Jarrell	2025	$12,216,710
	2024	$8,650,650
	2023	$8,797,634
Dale Schneider	2025	$610,835
	2024	$491,348
	2023	$527,858

A similar bonus program, the "Group Profit Bonus Program", is established for senior executives at the group level and also paid on a quarterly basis. Their annual incentive is a return on adjusted asset calculation. It compares their group's earnings before interest and taxes ("EBIT") to a threshold percentage return on the group's adjusted asset base, represented by the level of capital assets and working capital of their group. The NEO receives 1% of the amount by which EBIT exceeds the threshold percentage of the adjusted asset base for the group. This Program incentivizes executives to minimize use of cash in their operations as higher levels of net assets result in a higher threshold level of EBIT required before "bonusable" earnings are payable.

NEO	Year	Group Profit Bonus Program
Sam Cocca	2025	$1,439,193
	2024	$1,372,683
	2023	$1,193,637
Kurt Bueller	2025	$1,193,591
	2024	$1,819,449
	2023	$1,309,413

There are no minimum targets to reach for the Profit Bonus Programs (other than the above noted threshold for the Group Profit Bonus Program) and it is paid at the indicated percentages for all levels of bonusable earnings. There is no cap, but importantly there is also no floor, if the Company is not profitable during a particular quarter the Executives do not receive this bonus which comprises the vast majority of their pay.

McLAREN
LINAMAR
McLaren
S
SKYJACK
MacDon
SALFORD
BOURGAULT

Annual Incentive Plans: Stepping Stool Program

At the core of Linamar's operations is the Stepping Stool. It is an analogy that signifies a stool with three legs. Those legs represent the Customer, the Employee, and the Financial stakeholders who each have a vested interest in the long-term success of the company.

If not in balance at all times, a 3-legged stool is unstable and will eventually fall over. Linamar's Stepping Stool is focused on balance. The Stepping Stool analogy helps to focus our decision-making and management practices on providing the most benefit to all our key stakeholders. A set of common Key Performance Indicators (KPIs) from each of the three stool legs drives operational performance across the entire global organization.

The calculation of the Stepping Stool Incentive Program is the same for every employee of the Corporation and is a balance of measurements reflecting performance in three key areas: employee, customer, and financial satisfaction. See Appendices B and C for specific Stepping Stool Program targets and achievement levels in 2025.

Payout levels for successful attainment of stepping stool goals depend on position, with management entitled to up to 15% of base salary for attaining such goals. All of the NEOs are entitled to a bonus of up to 15% of their base wages under this Program. Performance assessed by leg derives a potential score of 15 points and a potential payout of 5% for each leg for acceptable performance to goals. Acceptable performance leads to a green rating and full 5% payout, fair performance to a yellow rating and 40% of potential or 2% payout and unacceptable performance to a red rating and no payout. This variable compensation program ensures that executives and all employees pay close attention to key customer and employee satisfaction metrics, as well as overall financial results.

NEO	Year	Stepping Stool Bonus Program
Linda Hasenfratz	2025	$83,060
	2024	$76,280
	2023	$70,778
Jim Jarrell	2025	$73,941
	2024	$63,445
	2023	$56,733
Dale Schneider	2025	$45,672
	2024	$40,744
	2023	$37,811
Sam Cocca	2025	$59,466
	2024	$58,322
	2023	$29,554
Kurt Bueller	2025	-
	2024	-
	2023	-

For more detailed descriptions of payout levels against Stepping Stool objectives for 2025, see Appendices B and C.

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Deferred Incentive Awards

The Company believes executives should build equity in the Company to align their interests to those of shareholders. Accordingly, the Company has deferred compensation programs in place for most of its senior executives, which include the award of RSUs, share grants and options as specifically itemized in the various compensation tables below.

Deferred Incentive Awards reflect performance to company strategy, goals and personal performance. In setting these awards, the HRCG Committee considers performance to stated personal objectives, the level of sustained performance aligned to longer-term company objectives and results from the Company's "STAR employee-evaluation system". Deferred Incentive Awards can take the form of RSUs, stock options or share grants. Deferred Incentive Awards are directly linked to overall performance levels based on targets established annually by the Board.

The Company believes that this form of compensation continues to promote the long-term success of the Corporation by providing equity-based incentive awards to eligible employees of the Corporation. It is also important for the Corporation to be able to offer equity incentives to assist in attracting and retaining individuals with superior experience and ability.

Deferred Incentive Awards - Manage the Present and Create the Future (RSU Plan) Bonus Program

The RSU Plan is managed by the HRCG Committee, who delegate certain administrative responsibilities to the Company's management. The HRCG Committee has received approval from the Board to award RSUs under the RSU Plan and to interpret the terms and conditions of RSUs that have been awarded.

Under the RSU Plan, the HRCG Committee may award RSUs to executives and to other eligible participants. When bonuses are awarded, 50 percent of the value of the bonus is paid out in cash in the first quarter following the service year for which the bonus is payable. The remaining 50 percent of the award is credited to the participant in RSUs, which are calculated by dividing the cash value of the award by the volume weighted market value of Linamar's Common Shares for the five trading days preceding the award. In the absence of an intervening event – such as a termination, retirement, or resignation – all RSUs will vest in the third year following the performance year for which the RSUs were granted.

Each vested RSU entitles the participant to receive one Common Share or its cash equivalent, at the discretion of the HRCG Committee.

Following an award of RSUs, the Company works with an arm's length and independent trustee to purchase shares in the open market that the Company may use to settle vested awards to Canadian participants. Any recipients outside of Canada are paid out in cash at an amount equal to the value of the RSU's on the settlement date. The Company does not provide any financial assistance to participants under the RSU Plans.

The calculation of the RSU Plan Bonus Program is the same for every eligible employee and is a balance of measurements reflecting new business wins, adjusted operating earnings, non-cash working capital, capital expenditures and sales. See Appendix D for specific Manage the Present and Create the Future (RSU Plan) Program targets and achievement levels in 2025.

Payout levels for successful attainment of RSU Plan are targeted at 30% of base salary with stretch goals leading to a possible maximum of a 60% reward.

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NEO	Year	RSU Plan Bonus Program
Linda Hasenfratz	2025	$162,306
	2024	$109,596
	2023	$166,587
Jim Jarrell	2025	$144,392
	2024	$91,486
	2023	$133,348
Dale Schneider	2025	$88,856
	2024	$58,268
	2023	$88,567
Sam Cocca	2025	$115,252
	2024	$74,228
	2023	$107,414
Kurt Bueller	2025	-
	2024	-
	2023	-

For more detailed descriptions of payout levels against set metrics and objectives see Appendix D.

Deferred Incentive Awards - Cash-Based, RSU, and Share Grant Objective Based Incentive Awards

Some NEOs are eligible for an objective bonus based on performance that could represent up to 20% of base salaries depending on position and performance to individual objectives ("Objective Bonus Program"). Assessment of performance is both quantitative as well as in terms of attainment of specific goals and objectives and overall approach to the job, which together drive a specific level of performance articulated as a percentage performance. Level of performance on quantitative and qualitative goals and objectives directly links to the bonus payout level with a small amount of discretionary adjustment permitted (+/- 15%). When eligible, these NEO bonuses are payable as a combination of cash and share grants. The percentages of cash and long-term compensation vary by position. The Objective Bonus Program focuses executives on attainment of committed individual goals and overall, Company goals, as well as overall performance in overcoming challenges associated with their responsibilities and leadership aligned with Company culture. Performance-Based Objective Bonus programs focus on non-operational executives such as the senior executives (excluding the CEO and President), VPs and Directors.

The following table sets out the Cash-Based Objective Bonus Program award for eligible NEOs.

NEO	Year	Cash-Based Objective Bonus Program
Dale Schneider	2025	$103,320
	2024	$70,154
	2023	$37,714

The following table sets out the Discretionary Executive RSU Bonus Program award for eligible NEOs.

NEO	Year	RSU Objective Bonus Program
Dale Schneider	2025	$50,000
	2024	-
	2023	-
Sam Cocca	2025	$69,864
	2024	-
	2023	-

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Share grants also reward operational executives based again on overall STAR performance levels. Executive performance levels directly link to the STAR performance level with a small amount of discretionary adjustment permitted (+/- 15%) and are fully payable in share grant with no cash payment element.

The following table sets out the number of share grants received in 2023, 2024 and 2025 for all of the NEOs. These are also included in the tables setting forth the NEO's equity compensation and the summary table of their compensation.

NEO	Year	Number of shares received	Value of shares received
Linda Hasenfratz	2025	50,000	$4,002,718
	2024	50,000	$3,003,750
	2023	50,000	$2,894,500
Jim Jarrell	2025	-	-
	2024	-	-
	2023	-	-
Dale Schneider	2025	-	-
	2024	-	-
	2023	473	$28,983
Sam Cocca	2025	-	-
	2024	-	-
	2023	-	-
Kurt Bueller	2025	-	-
	2024	-	-
	2023	-	-

Description of Option or Share Grants

The Executive Chair generally approaches the HRCG Committee with a recommendation on the issuance of options under Linamar's Stock Incentive Plan more fully described below. This may occur at the end of a fiscal year as part of the normal review process, or it may occur at other times as business circumstances dictate. Through discussion with the Executive Chair, the HRCG Committee decides upon a recommendation regarding the issuance or non-issuance of options and makes a recommendation to the full Board. When awarding new grants, any previous grants of options factor into the decision. All options granted vest over a 10-year period (10% per year) and all share grants vest over a five-year period (20% per year). Both the share-based awards and option-based awards align the executives focus with long-term shareholder value. Awards begin to vest over a long-term period to ensure that future performance of the Company results in an impact to compensation awarded today. This helps to ensure that executives make decisions that benefit both present and future value.

Description of Stock Incentive Plan

Under the Stock Incentive Plan (or "the Plan"), stock options ("Options") and tandem stock appreciation rights ("Tandem SARs") may be granted to eligible employees and consultants. A Tandem SAR is a right to receive, upon the exercise of the Tandem SAR (and corresponding cancellation of the Option to which it relates), payment for the

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amount by which the market value of a Common Share at the time of exercise exceeds the exercise price of the Option/Tandem SAR.

The Stock Incentive Plan is administered and interpreted by the HRCG Committee. Individuals who are eligible to receive Options and Tandem SARs ("Awards") under the Plan are limited to selected full-time and part-time employees and consultants of the Corporation. In recent years, Awards under the Plan have only been granted to the CEO and the President/COO. Options and Tandem SARs are not used to compensate Independent Directors.

The number of Common Shares issuable to insiders (as defined in the rules of the TSX) under the Plan and all other security-based compensation arrangements (as defined in the rules of the TSX) of the Corporation may not exceed 10% of the issued and outstanding Common Shares. The number of Shares issued to Insiders within any one year under all security-based compensation arrangements of the Corporation may not exceed 10% of the issued and outstanding Common Shares.

Stock Option Grants

The HRCG Committee may from time to time grant one or more Awards of Options to eligible employees and consultants of the Company. The exercise price for Options may not be less than the volume weighted average trading price of the Common Shares for the five consecutive trading days immediately preceding the date of grant.

Vested Options may be exercised in accordance with the pricing and procedure established by the HRCG Committee and the documents relating to each grant of Options. The exercise price is payable on exercise of a vested Option and may be paid in cash or such other form as and to the extent, if any, permitted by the HRCG Committee. In addition, the Option holder is required to satisfy or pay any withholding amounts for withholding taxes relating to the Option exercise. The maximum term of an Option under the Plan is ten years.

Tandem SAR Grants

The HRCG Committee may from time to time grant one or more Awards of Tandem SARs to eligible employees and consultants of the Company. Tandem SARs may be granted at the same time or after the effective date of the related Options and will be subject to the same terms and conditions as the related Options, including the exercise price. Tandem SARs may be exercised only if and to the extent the related Options are vested and exercisable. Unexercised Tandem SARs terminate when the related Option is exercised or terminates.

On the exercise of each Tandem SAR, the related Option will be cancelled and, subject to the payment or satisfaction of any withholding tax obligations, the participant will be entitled to an aggregate amount equal to the excess of the Market Value of a Common Share on the date of exercise over the exercise price under the applicable Tandem SAR (being the same as the exercise price of the related Option). The amount owed on the exercise of a Tandem SAR may be settled by payment in cash, the issuance of Common Shares or any combination thereof, as determined by the HRCG Committee.

Consequences of Termination of Employment and Transferability

In the event an employee retires, is terminated by the Company without cause, or dies, all unvested Options and/or Tandem SARs are forfeited. However, any Options and/or Tandem SARs that vested prior to the retirement, termination, or death, will continue to be exercisable for 30 days, 90 days, and 2 years respectively, subject to the ultimate ten-year exercise limit and the satisfaction of other vesting conditions established by the HRCG Committee.

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Where an employee's termination is for cause by the Corporation, any and all outstanding Options and Tandem SARs granted to the employee, whether or not vested, will be immediately forfeited and cancelled, without any consideration, as of the commencement of the day that notice of such termination is given. Options and Tandem SARs are not transferable (except through inheritance) and are exercisable during the participant's lifetime only by the participant.

Recapitalizations and Change of Control

If the Company undertakes certain actions impacting its capitalization and the resulting value of the Awards, the HRCG Committee may make a normalizing adjustment to the Award, including with respect to the type of securities covered by the Awards, the number of securities covered by the Award, and the exercise price of the Awards.

If a change of control of the Company occurs, then the vesting of stock incentives shall be subject to double-trigger change in control provisions. As a result, an involuntary termination of a participant without cause or the constructive termination of a participant within 24 months of the change of control, will result in the accelerated vesting of Awards granted as of the date of termination.

Additionally, in the event of a change of control, the HRCG Committee may accelerate the exercise of vested and unvested Options, or substitute for any Options an entitlement to cash or other securities into which Common Shares are changed or are convertible or exchangeable, on a basis proportionate to the number of Common Shares under option or some other appropriate basis.

For the purposes of the Plan, a change of control means:

any transaction (or series of transactions) where the Common Shares outstanding immediately prior to the transaction represent, after conversion or exchange into securities of the entity with, or into which the Corporation is consolidated, amalgamated or merged, less than 50% of the voting securities of such corporation or entity following such transaction;
any transfer, sale, lease or exchange of the Corporation or a subsidiary of all or substantially all of the property of the Corporation (on a consolidated basis) to any third party;
the lawful acquisition (directly or indirectly) by a person or group of persons acting jointly or in concert, other than any members of the Hasenfratz Group (as defined in the Plan), of Common Shares representing 50% or more of the votes attached to Common Shares issued and outstanding immediately after such acquisition; or
the Board by resolution deems that a change of control has occurred or is about to occur.

Note that there are no specific automatic payout arrangements to NEOs or any other directors or officers in the event of a change of control so therefore, there are no advantages or disadvantages to NEOs of the Corporation in the event of a change of control.

Amendments to the Plan

The Board may, from time to time, without shareholder approval, add to or amend any of the provisions of the Plan or suspend or terminate the Plan or amend the terms of any then outstanding Award granted under the Plan or its related instrument of grant, subject to the following limitations:

LINAMAR

McLAREN

Elginering

LINAMAR

MedTech

SKYJACK

MacDon

SALFORD

BOURGAULT

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except as expressly provided in any provision of the Plan, no such amendment, suspension or termination may be made at any time to the extent such action would materially adversely affect the existing rights of a participant with respect to any then outstanding Award without his or her consent in writing; and
the Corporation must obtain shareholder approval of any amendment that would:
require shareholder approval under the requirements of the TSX or any applicable law;
increase the maximum number of Common Shares for which Awards may be granted under the Plan;
reduce the exercise price at which Options or Tandem SARs may be granted pursuant to the Plan;
extend the term of Options granted under the Plan;
change the class of persons eligible for grants of Awards under the Plan;
allow Awards granted under the Plan to be transferable or assignable other than for estate settlement purposes; or
amend any of the amendment provisions of the Plan.

Burn Rate Calculation

The annual burn rate associated with the Stock Incentive Plan for the Executive Chair was 0.0834% in fiscal 2025, 0.0813% in fiscal 2024, and 0.0813% in fiscal 2023. The burn rate is calculated by dividing the number of share-based awards granted under the Stock Incentive Plan during the applicable fiscal year divided by the weighted average number of shares outstanding for that year.

Grants under the Equity Incentive Plan

The following table sets out information concerning the number and price of securities to be issued under equity compensation plans to employees and others as of December 31, 2025.

Plan Category	Number of Securities to be Issued upon Exercise of outstanding Options, Warrants and Rights (a)	Weighted - Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
Equity Compensation Plans Approved by Security holders	1,350,000	$62.28	3,000,000
Equity Compensation Plans Not Approved by Security holders		N/A
Total	1,350,000	$62.28	3,000,000

Grant Rate as a Percentage of Shares Outstanding

The table below sets out the total number of securities issued and issuable under the Stock Incentive Plan, as a percentage of outstanding shares as of December 31, 2025:

Page 56 of 69

Number of options outstanding as at December 31, 2025	Options outstanding in 2025 as a percentage of shares outstanding	Total number of options available	Total options available as a percentage of shares outstanding
1,350,000	2.26%	3,000,000	5.03%

Incentive Plan Awards – Outstanding Option-Based and Share-Based Awards

The following table sets forth a summary of all option-based awards and unvested share-based awards for each NEO as of December 31, 2025.

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price($)(3)	Option expiration dates	Value of unexercised in-the-money options ($)	Number of shares or units of shares that have not vested (#)(4)	Market or payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Linda Hasenfratz Executive Chair of the Board	-	-	-	-	150,000	12,444,000	-
Jim Jarrell Corporate Director, Chief Executive Officer & President	1,350,000 (1)(2)	62.28	Nov 11, 2026
Jan 5, 2028
Dec 13, 2028
Dec 2, 2029
Dec 9, 2030
Dec 10, 2031
Dec 8, 2032
Dec 8, 2033
Dec 12, 2034
Dec 9, 2035	27,912,225	-	-	-
Dale Schneider Chief Financial Officer	-	-	-	-	653	54,173	-
Sam Cocca Group President	-	-	-	-	-	-	-
Kurt Bueller Group President	-	-	-	-	-	-	-

(1) In December 2025, Mr. Jarrell was granted additional options of 150,000 shares at an exercise price of $78.21 which vest at a rate of 10% upon grant and then, 10% each year on the anniversary date of the grant over a period of 9 years. In December 2024, Mr. Jarrell was granted additional options of 150,000 shares at an exercise price of $62.07 which vest at a rate of 10% upon grant and then, 10% each year on the anniversary date of the grant over a period of 9 years. In December 2023, Mr. Jarrell was granted additional options of 150,000 shares at an exercise price of $58.25 which vest at a rate of 10% upon grant and then, 10% each year on the anniversary date of the grant over a period of 9 years.

(2) Mr. Jarrell exercised 100,000 options on November 24, 2025, with a financial gain to Mr. Jarrell of $623,000. On December 3, 2024, 100,000 options expired. Mr. Jarrell exercised 50,000 options on November 29, 2023, with a financial gain to Mr. Jarrell of $850,000.

(3) This is a weighted-average option price.

(4) 2025 Share grants: In December 2025, Ms. Hasenfratz received a share grant of 50,000 shares which vest at a rate of 20% per year, and the first tranche will vest in December 2026. 2024 Share grants: In December 2024, Ms. Hasenfratz received a share grant of 50,000 shares which vest at a rate of 20% per year, and the first tranche will vest in December 2025. 2023 Share grants: In December 2023, Ms. Hasenfratz received a share grant of 50,000 shares which vest at a rate of 20% per year, and the first tranche will vest in December 2024. In 2023, Mr. Schneider received a share grant of 473 which vest at a rate of 20% per year, and the first tranche will vest in December 2024.

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Page 58 of 69

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth a summary of the value of all incentive plan awards vested or earned by each NEO during the year ended December 31, 2025.

Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Linda Hasenfratz
Executive Chair of the Board	(1)	4,148,000 (1)	-
Jim Jarrell
Corporate Director, Chief Executive Officer & President	2,791,223 (1)	-(1)	-
Dale Schneider
Chief Financial Officer	-	32,935 (2)	-
Sam Cocca
Group President	-	-	-
Kurt Bueller
Group President	-	-	-

(1) Ms. Hasenfratz did not receive any option-based awards in 2025, 2024 or 2023. Based on performance, Mr. Jarrell received 150,000 stock options in December 2025, 150,000 stock options in December 2024, and 150,000 stock options in December 2023. Mr. Jarrell's stock options vest as to 10% upon grant and then 10% each year on the anniversary date of the grant for a period of 9 years. In December 2025, Ms. Hasenfratz received a share grant of 50,000, which vest at a rate of 20% per year, and the first tranche will vest in December 2026. In December 2024, Ms. Hasenfratz received a share grant of 50,000, which vest at a rate of 20% per year, and the first tranche will vest in December 2025. In December 2023, Ms. Hasenfratz received a share grant of 50,000, which vest at a rate of 20% per year, and the first tranche will vest in December 2024.

(2) In 2023, Mr. Schneider received share grants of 473 shares, which vest at a rate of 20% per year, and the first tranche will vest in 2024.

Termination and Change of Control Benefits (Double-trigger Required)

None of the NEOs has any written employment or other agreements or arrangements with the Corporation that provide for payment on resignation or termination. The Company has a defacto double-trigger upon a change of control. Therefore, unless terminated, executives do not automatically receive payments if and when the Company's ownership changes.

It is the policy of the Company that a Change of Control does not advantage or disadvantage employees.
Accordingly, there are no specific automatic payout arrangements to NEOs or any other directors or officers in the event of a change of control.
Upon a Change of Control any existing rights of employees are maintained but no additional rights are given.
In the event of a without-cause termination after a Change of Control, the employee would be eligible for severance according to their length of service. This mirrors a "Double Trigger" Change of Control policy.

Dilution Level of Stock Options as a Percentage of Shares Outstanding

Basic earnings per share is calculated by dividing the net earnings attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding throughout the year. Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding during the year to assume the exercise of all dilutive potential shares. There were 1,350,000 options outstanding as at December 31, 2025. The year-end dilution level of stock options as a percentage of shares outstanding was 2.26%.

LINAMAR
McLAREN
LINAMAR MedTech
SKYJACK
MacDon
SALFORD
BOURGAULT

	Year Ended December 31 2025	Year Ended December 31 2024
	$	$
Net earnings ($ '000s)	584,516	258,259
Weighted average common shares	59,963,188	61,518,562
Incremental shares from assumed conversion of stock options	87,224	73,811
Adjusted weighted average common shares for diluted earnings per share	60,050,412	61,592,373
Net earnings per share: ($/share)
Basic	9.75	4.20
Diluted	9.73	4.19

Pension Value

The corporate pension plan is a defined contribution plan. The following table sets forth a summary as of December 31, 2025, of the contributions to, and value of, the pension plan applicable to the NEOs. The Company has no Supplemental Executive Retirement Plan for its executive employees.

Name	Accumulated value at start of year ($)	Compensatory ($)	Non-Compensatory ($)	Accumulated value at year end ($)
Linda Hasenfratz
Executive Chair of the Board	340,314	3,500	-	379,290
Jim Jarrell
Corporate Director, Chief Executive Officer & President	325,046	3,500	-	357,160
Dale Schneider
Chief Financial Officer	266,012	3,500	-	297,301
Sam Cocca
Group President	728,429	12,251	31,000	897,052
Kurt Bueller
Group President	523,516	32,490	-	626,761

The Corporation's pension plan is a defined contribution plan. The Corporation pays 10% of an NEO's wages, up to a maximum of $3,500 per year, into the pension plan. The NEO designates where the money is to be invested within the options offered by the Plan. No contributions are made by the Corporation beyond the age of 70. When an individual retires, whatever amount is in their pension account is transferred by the individual to an appropriate individual retirement vehicle, such as an annuity, LIRA or LIF/LRIP and the Corporation has no liability other than to transfer the existing amount over to the individual's account.

Page 59 of 69

ALL OTHER COMPENSATION

Vacation Pay

The Employment Standards Act (Ontario) provides that employees are entitled to take their vacation as a paid leave and/or receive vacation pay. At Linamar, all employees in the organization enjoy the greater right or benefit of the statute (unless a greater right or benefit is applicable through an equivalent statute), and amounts paid depend on salary levels and years of service. The overall corporate policy at the Company is to allow the employee the greater benefit of either paid vacation or salary continuance, calculated as a percentage of total annual amount of compensation earned including bonuses ("Vacation Pay"). The Company pays the difference (if any) between paid leave and Vacation Pay as an annual lump sum payment in June of each fiscal year.

NEO	Year	Vacation Pay
Linda Hasenfratz	2025	$1,441,704
	2024	$1,159,586
	2023	$1,247,076
Jim Jarrell	2025	$1,236,285
	2024	$875,984
	2023	$892,104
Dale Schneider	2025	$92,884
	2024	$63,138
	2023	$64,767
Sam Cocca	2025	-
	2024	-
	2023	-
Kurt Bueller	2025	-
	2024	-
	2023	-

Perquisites

The Company believes that other perquisites such as pensions, benefits, severance and change of control entitlements should not be excessive and in fact represent a very small element in the overall compensation amounts for its NEOs. Therefore, Linamar offers very few perquisites to its NEOs. Of the few perquisites offered, none is above $140,000 for an NEO (except for those outlined below in the Summary Compensation Table).

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Summary Compensation Table

Name and principal position	Year	Salary ($)	Share-based awards ($)(1)	Option-based awards ($)(2)	Non-equity incentive plan compensation ($)		Pension value ($)	All other Compensation (4) ($)	Total compensation ($)
					Annual incentive plans(3)	Long-term incentive plans
Linda Hasenfratz
Executive Chair of the Board	2025	730,644	4,083,871	-	14,417,041	-	3,500	1,552,560	20,787,616
	2024	730,644	3,058,548	-	11,595,859	-	3,500	1,292,666	16,681,217
	2023	709,363	2,977,794	-	12,470,760	-	3,500	1,321,571	17,482,988
Jim Jarrell
Corporate Director, Chief Executive Officer & President	2025	650,000	72,196	4,112,730(5)	12,362,847	-	3,500	1,289,861	18,491,134
	2024	609,912	45,743	3,468,670(6)	8,759,838	-	3,500	935,440	13,823,103
	2023	567,823	66,674	3,451,889(7)	8,921,041	-	3,500	969,503	13,980,430
Dale Schneider
Chief Financial Officer	2025	400,000	94,428	-	804,255	-	3,500	172,689	1,474,872
	2024	388,450	29,134	-	631,380	-	3,500	68,297	1,120,761
	2023	377,136	73,267	-	647,667	-	3,500	69,965	1,171,535
Sam Cocca
Group President	2025	518,829	127,490	-	1,556,285	-	17,118(8)	12,284	2,232,006
	2024	494,852	37,114	-	1,468,119	-	3,355(8)	80,325	2,083,765
	2023	457,392	53,707	-	1,276,898	-	15,597(8)	77,630	1,881,224
Kurt Buehler
Group President	2025	431,217	-	-	1,193,591	-	32,490(9)	13,473	1,670,771
	2024	417,071	-	-	1,819,449	-	31,560(9)	14,691	2,282,771
	2023	369,119	-	-	1,309,413	-	31,375(9)	22,536	1,732,443

(1) The share grants are valued as of the grant date. Unvested RSU's representing 50% of non-cash based RSU Plan annual bonus amounts and the Discretionary Executive RSUs are included in this calculation.
(2) Ms. Hasenfratz did not receive any option-based awards in 2025, 2024 and 2023.
(3) This column includes the Corporate/Group Profit Bonus, Cash-Based Objective Bonus (as applicable), Stepping Stool Bonus Programs, cash-based portion of the RSU Plan Bonus Programs (outlined above).
(4) This column includes Vacation Pay and other corporate perquisites.
(5) In December 2025, Mr. Jarrell was granted additional options of 150,000 at an exercise price of $78.21. These options vest at a rate of 10% upon grant and then, 10% each year on the anniversary date of the grant over a period of 9 years.
(6) In December 2024, Mr. Jarrell was granted additional options of 150,000 at an exercise price of $62.07. These options vest at a rate of 10% upon grant and then, 10% each year on the anniversary date of the grant over a period of 9 years.
(7) In December 2023, Mr. Jarrell was granted additional options of 150,000 at an exercise price of $58.25. These options vest at a rate of 10% upon grant and then, 10% each year on the anniversary date of the grant over a period of 9 years.
(8) Mr. Cocca's pension value represents the employer portion of contribution to his pension plan for each year of 2025, 2024, 2023, apart from the corporate pension plan.
(9) Mr. Buehler's pension value represents the employer portion of contribution to his pension plan for each year of 2025, 2024, 2023, apart from the corporate pension plan.

Other Executive Compensation Metrics

In 2025, total NEO compensation expressed as a percentage of normalized net earnings ($622.1 million for the year ended December 31, 2025) was approximately 7.2%. The CEO's compensation expressed as a percentage of normalized net earnings was approximately 3.0%.

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Indebtedness of Directors and Executive Officers and Senior Officers

None of the Directors, executive officers, or senior officers of the Corporation or any of their associates were indebted to the Corporation or its subsidiaries, and no guarantee, support agreement, letter of credit or similar arrangement was provided to the Directors, executive officers, senior officers of the Corporation or any of their associates by the Corporation or its subsidiaries during the financial year ended December 31, 2025, nor as of March 4, 2026.

Directors' and Officers' Liability Insurance

The Corporation has purchased Directors' and Officers' liability insurance. The premium paid by the Corporation for this policy in 2025 was approximately $137,049. The policy provides coverage for up to $45,000,000 per policy period, subject to a deductible of $3,000,000 per occurrence to be paid by the Corporation.

Page 62 of 69

GENERAL INFORMATION

Performance Graph

The following graph compares the yearly percentage change in the cumulative total shareholder return on the Common Shares (TSX symbol: LNR) over the last five years with the cumulative total return of the S&P/TSX Composite Total Return Index (formerly the TSX 300 Stock index), assuming reinvestment of all dividends.

Shareholders' Feedback and Additional Information

Interested investors and analysts are invited, after all significant public announcements, including the release of interim and annual financial information, to discuss with senior management the impact on the Corporation of such information. The Executive Chair of the Corporation is available to discuss matters of concern to shareholders, and she can be reached at:

Linamar Corporation Head Office
287 Speedvale Avenue West
Guelph, Ontario, CANADA, N1H 1C5
Telephone: (519) 836-7550
Facsimile: (519) 824-8479
Email: [email protected]

LINAMAR

McLAREN
LINAMAR MedTech
SKYJACK
MacDon
SALFORD
BOURGAULT

Page 63 of 69

Additional information relating to the Corporation is available on SEDAR+ at www.sedar.com, including financial information provided in the Corporation's consolidated financial statements and MD&A for the most recently completed financial year. Copies of the consolidated annual financial statements and MD&A for the most recently completed financial year may also be obtained by contacting the Company Secretary at the address, phone number, fax number or email address noted above.

Expectation of Management

The Board expects management to act in the best interests of the Corporation. To this end, the Board must have confidence in the quality of the reports provided to it. The Board will continue to monitor the adequacy of the information requested by and provided to the Board.

Interest of Management, Nominees and Others in Material Transactions

During the year ended December 31, 2025, no Director, executive officer, or principal shareholder of the Corporation, nor any associate or affiliate thereof, has had any material interest, direct or indirect, in any transaction which has materially affected or will materially affect the Corporation or any of its shareholders, except as disclosed in the Company's 2025 Audited Financial Statements.

Directors' Approval

The Board has approved the contents of this Information Circular and the sending of it to shareholders.

Dated as of March 4, 2026.

ON BEHALF OF THE BOARD OF DIRECTORS

Linda Hasenfratz
Executive Chair of the Board
Linamar Corporation

Jim Jarrell
Chief Executive Officer
Linamar Corporation

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APPENDICES

Linamar Corporation (The "Corporation")

Appendix A - Board of Directors' Skills Matrix

Appendices B and C - Stepping Stool Program Objectives & Payments 2025

Appendix D – RSU Bonus Plan Payments 2025

Page 65 of 69

McLAREN
Sightseeing
LINAMAR | MedTech
SKYJACK
MacDon
SALFORD
BOURGAULT

APPENDIX A

Linamar Corporation (the "Corporation")

Board of Directors' Skills Matrix

BOARD COMPETENCY MATRIX
Director Self Assessment
Categories of Self-Assessment
0 - no relevant training or experience (i.e. competency)
1 - some training or experience
2 - decision making and/or experience
	Summary
	JIM JARRELL	LINDA HASSNIFRATZ	MARK STODGART	DENNIS GRIMM	TERRY REIDEL	LISA FORWELL
	Self Assessment
Enterprise Leadership
CEO/Large Unit
Active
Experience "Under Fire"
Large Organization
Functional Capabilities
Financial
Financial Expert
Sales & Marketing
Strategy
Mergers & Acquisitions
Manufacturing
Human Resources
Information Technology
Legal/Regulatory
Market Knowledge
US
Canada
China
Korea
Mexico
Europe
South America
Global
Financial Services
Retail/Consumer Products
Industrial/Commercial
Energy
Access
Automotive
IT/Telecom
Public Sector
Resources Sector
Board Experience
Large Public Board
Committee Chair
Board Chair
Relationships
NA Automotive Manufacturers
nopean Automotive Manufacturers
Asian Automotive Manufacturers
Commercial Vehicle Mfgrs
Energy Customers
Access Customers
Political Connections
Canada
US
Europe
Asia
General
Female
Minority
Canadian
American
Asian
European
Independent
Recognizable to Market

Page 66 of 69

LINAMAR

McLAREN

LINAMAR MedTech

SKYJACK

MacDon

SALFORD

BOURGAULT

APPENDIX B

Stepping Stool Objectives 2025

Stepping Stool of Success 2025
Customer Leg	Employee Leg	Financial Leg
Improve Launch Performance	Health and Safety Live Audit at all Facilities	Improving Operating Earnings as a Percentage of Sales
Execute on Customer Deliveries	Conduct All Employee Reviews on Time	Reducing costs in key target areas through the involvement of all Linamar Team Members
Ensure that only quality products are delivered to the customer	Minimize Employee Initiated Turnover	Meeting compass commitments for capital spend, and redeploying idle assets across the company to improve Linamar's overall profitability.
Minimize the Cost of Poor Quality	Implement LEAN, Safety and Best Practice Suggestions	Reducing inventory levels across all categories, bringing alignment of ideal production inventory to match sales volumes.
	Measures the 5S Audit based on zone scores. Must be tour ready at all times.

Page 67 of 69

LINAMAR

McLAREN

Signed

LINAMAR

MedTech

SKYJACK

MacDon

SALFORD

BOURGAULT

Page 68 of 69

LINAMAR

McLAREN

Sightseeing

LINAMAR | MedTech

SKYJACK

MacDon

SALFORD

BOURGAULT

APPENDIX C

Stepping Stool Payments 2025

	LEG	Jan-25	Feb-25	Mar-25	Apr-25	May-25	Jun-25	Jul-25	Aug-25	Sep-25	Oct-25	Nov-25	Dec-25
Linda Hasenfratz	Customer	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%
	Employee	2%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%
	Financial	2%	2%	2%	2%	2%	2%	2%	2%	5%	5%	2%	2%
Jim Jarrell	Customer	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%
	Employee	2%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%
	Financial	2%	2%	2%	2%	2%	2%	2%	2%	5%	5%	2%	2%
Dale Schneider	Customer	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%
	Employee	2%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%
	Financial	2%	2%	2%	2%	2%	2%	2%	2%	5%	5%	2%	2%
Kurt Buehler	Customer	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%
	Employee	2%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%
	Financial	2%	2%	2%	2%	2%	2%	2%	2%	5%	5%	2%	2%
Sam Cocca	Customer	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%
	Employee	2%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%	5%
	Financial	2%	2%	2%	2%	2%	2%	2%	2%	5%	5%	2%	2%

The calculation of Stepping Stool payments factors the monthly score in each leg of the Stepping Stool (customer, employee, financial satisfaction). If all three legs were green, eligible employees will get 15% of their gross earnings received in that month.

Green Leg	Yellow Leg	Red Leg
5%	2%	0%

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MCLAREN

Eginering

LINAMAR

MedTech

SKYJACK

MacDon

SALFORD

BOURGAULT

APPENDIX D
RSU PLAN PAYMENTS 2025

Indicator	2025 Results	Bonus %
Sales	Missed Compass	-
Operating Earnings Adjusted for Foreign Exchange	Missed Compass	-
Non-Cash Working Capital	Missed Compass	-
Capital Expenditure Payments	Hit Stretch	5.0%
New Business Wins	Beat Compass	17.2%
		22.2%

Page 70 of 69

AI assistant

Linamar Corporation — Proxy Solicitation & Information Statement 2026

42610_rns_2026-03-30_42b25006-5ae0-4ab6-990a-32c2e3f5ba1f.pdf

LINAMAR

Notice of Meeting Information Circular

TABLE OF CONTENTS

About this MIC

Business Of The Meeting

Annual Meeting Details

Who Can Attend and Vote at the Meeting

Registered or Non-Registered Shareholder

Your vote is important!

Meeting Materials

Notice-and-Access

Website Where Meeting Materials are Posted

Obtaining Paper Copies of Materials

Appointment of Proxyholder

Deadline for Proxies

Revocation of Proxies

Special Instructions for Non-Registered Holders

Voting of Proxies

Voting Shares and Principal Holder

The Nominees:

Linda Hasenfratz

20,455,105 | $1,895,779,131

Areas of Expertise:

Board meeting attendance: 5/5 (100%)

Annual General Meeting: 1/1 (100%)

Special meetings of the Board: 1/1 (100%)

Not a member of any Board Committees

Current Board and Council Memberships:

Former Public Board Memberships:

Mark Stoddart

530,189 | $49,137,917

Areas of Expertise:

Board meeting attendance: 5/5 (100%)

Annual General Meeting: 1/1 (100%)

Special meetings of the Board: 1/1 (100%)

Not a member of any Board Committees

Current Board and Council Memberships:

Former Public Board Memberships:

Jim Jarrell

Areas of Expertise:

Terry Reidel

Areas of Expertise:

Dennis Grimm

Areas of Expertise:

Board meeting attendance: 5/5 (100%)

Annual General Meeting: 1/1 (100%)

Special meetings of the Board: 1/1 (100%)

Board Committee Memberships:

Current Board and Council Memberships:

Former Board Memberships:

Lisa Forwell

Areas of Expertise

Board meeting attendance: 5/5 (100%)

Annual General Meeting: 1/1 (100%)

Special meetings of the Board: 1/1 (100%)

Board Committee Memberships:

Current Board and Council Memberships: None

Former Public Board Memberships: None

Corporate Governance Practices

Independent Directors

Director Qualifications and Continuing Education

Mandate of the Board

Director Tenure and Term Limits

Majority Voting Policy

Succession Planning

Ethical Business Conduct

Sustainability

Representation of Women on Boards

Consideration of Representation of Women in Director Identification and Selection

Consideration of Representation of Women in Executive Officer Appointments

Targets Regarding Representation of Women on the Board and in Executive Positions

Number of Women on Board and in Executive Officer positions

Board Diversity Policy

Anti-Hedging Policy

Board Committees

Audit Committee

Human Resources and Corporate Governance Committee

Linamar Corporation Proxy Solicitation & Information Statement 2026