Bombardier : Management Proxy Circular 2022

BOMBARDIER INC.

NOTICEOFANNUALANDSPECIALMEETINGOFSHAREHOLDERS

2022

YOUR VOTE IS IMPORTANT

As used in this management proxy circular, all references to Bombardier, the Corporation, we, us or similar terms are to Bombardier Inc.

Date: Time: Place:

Thursday, May 5, 2022 10:30 a.m. (Montréal time)

bombardier.com/en/agm2022

Enter password: bombardier2022 (case sensitive)The holders of Class A shares (multiple voting) and/or Class B shares (subordinate voting) of Bombardier whose names appear on the list of shareholders of Bombardier on the record date of Monday, March 7, 2022, at 5:00 p.m. (Montréal time) will be entitled to receive this notice of the meeting of shareholders and to vote at the meeting or any adjournment thereof.

In light of the ongoing public health concerns related to the spread of COVID-19 and in order to mitigate potential risks to the health and safety of its shareholders, employees, communities and other stakeholders, the Corporation is providing facilities to allow its shareholders to participate in a virtual meeting format. Registered shareholders and duly appointed proxyholders may attend, vote and participate in the meeting via live webcast. Non-registered shareholders who have not appointed themselves as proxyholders and registered with our transfer agent, Computershare, may also attend the meeting as guests. Guests will be able to attend and listen to the meeting virtually, but will not be able to vote or ask questions. A summary of the information shareholders will need to attend, vote and participate in the virtual meeting is provided on pages 3 to 8 hereof.

Shareholders are strongly encouraged to vote their shares in advance of the meeting by proxy or to vote virtually at the meeting online. The Corporation welcomes all shareholders and others who wish to attend the meeting to do so by joining the live webcast that will be available atbombardier.com/en/agm2022. Registered shareholders and duly appointed proxyholders will be able to submit questions to management of the Corporation through the webcast.

BUSINESS ON THE AGENDA OF THE MEETING:

• 1. Receipt of the Corporation's consolidated financial statements of Bombardier Inc. for the financial year ended December 31, 2021 and the auditors' report thereon;

• 2. Election of the directors of the Corporation;

• 3. Appointment of Ernst & Young LLP as auditors of the Corporation and authorization of the directors to fix their remuneration;

• 4. Consideration and, if deemed advisable, adoption of a Special Resolution (the full text of which is reproduced as Exhibit "B" to this Circular) authorizing the Corporation to apply for a Certificate of Amendment under the Canada Business Corporations Act ("CBCA") to amend its Restated Articles of Incorporation ("Restated Articles of Incorporation"), to consolidate the Class A shares (multiple voting), issued and unissued, and Class B shares (subordinated voting), issued and unissued, on the basis set out in this Circular;

• 5. Consideration and, if deemed appropriate, adoption of a non-binding advisory resolution on the Corporation's approach to executive compensation;

• 6. Consideration and, if deemed appropriate, approval of the shareholder proposals set out in Exhibit "C" to this Circular; and

• 7. Consideration of such other business as may properly come before the meeting.

By order of the Board of Directors,Annie Torkia Lagacé

Senior Vice President, General Counsel and Corporate Secretary

Montréal, Québec, Canada, March 14, 2022

MEETING MATERIALS

The Corporation is using notice-and-access to deliver this Circular and related materials to both its registered and non-registered shareholders. This means that this Circular is posted online for you to access electronically instead of being mailed out. While you will still receive by mail a proxy form or a voting instruction form so you can vote your shares, instead of receiving a paper copy of this Circular, you will receive a notice outlining the matters to be addressed at the meeting and explaining how you can access this Circular electronically and how to request a paper copy. Notice-and-access is environmentally friendly and cost effective as it reduces paper, printing and postage.

You may request a paper copy of this Circular, at no charge, at any time prior to the meeting and up to one year from the date it is filed on SEDAR (www.sedar.com). Such a request can be made by calling 1 866 964 0492 (Canada and the United States) or [phone] (other countries) and following the instructions. If you request a paper copy of this Circular, you will not receive a new proxy form or voting instruction form, so you should keep the original form sent to you in order to vote.

NOTICE TO THE READER REGARDING CURRENCY

Please note that all dollar amounts in this Circular are in US DOLLARS, unless otherwise specifically stated in the text.

TABLE OF CONTENTS

Section 1 - Voting Information 3

Section 2 - Business of the Meeting 9

Receipt of Financial Statements 9

Election of the Directors of Bombardier 9

Appointment of the Independent Auditors of Bombardier and Audit Committee Information 13

Amendment to the Restated Articles of Incorporation - Share Consolidation 14

Non-binding Advisory Vote on Bombardier's Approach to Executive Compensation 21

Section 3 - Remuneration and Attendance Record of the Directors of Bombardier 22

Section 4 - Corporate Governance 30

Section 5 - Remuneration of the Executive Officers of Bombardier 43

Executive Summary 43

Executive Pay Program 46

Compensation Elements Overview 47

Say on Pay 47

Committee Structure 47

Pay Policies and Practices 48

Peer Group Benchmarking 48

Compensation Elements 49

Compensation Governance 53

Performance Graph 54

Summary Compensation Table 56

Pension Plans 59

Termination and Change of Control Provisions 61

Summary 63

Section 6 - Additional Information 64

Directors' and Officers' Insurance 64

Available Documentation 64

Advance Notice Requirement for Director Nominations 64

Approval of the Board of Directors of Bombardier 64

Exhibit "A" 65

Mandate of the Board of Directors of Bombardier 65

Exhibit "B" 67

Special Resolution - Amendment to the Restated Articles of Incorporation - Share Consolidation 67

Exhibit "C" 68

Shareholder Proposals 68

Appendix 74