Bombardier : Management Proxy Circular 2024

Table of contents

Forward-looking statements disclaimer

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

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

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

By their nature, forward-looking statements require management to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from forecast results set forth in forward-looking statements. While management considers these assumptions to be reasonable and appropriate based on information currently available, there is risk that they may not be accurate. The assumptions underlying the forward- looking statements made in this Circular include the following material assumptions: growth of the business aviation market and the Corporation's share of such market; proper identification and continued management of recurring cost saving; optimization of our real estate portfolio; and access to working capital facilities on market terms. For additional information, including with respect to other assumptions underlying the forward-looking statements made in this Circular, refer to the Forward-lookingstatements-Assumptions section in the management's discussion and analysis of the Corporation's financial report for the fiscal year ended December 31, 2023, which may be viewed on SEDAR+ at www.sedarplus.ca ("2023 MD&A"). Given the impact of the changing circumstances surrounding new or continuing global health, geopolitical and military events, and the related response from the Corporation, governments (federal, provincial and municipal, both domestic, foreign and multinational inter-governmental organizations), regulatory authorities, businesses, suppliers, customers, counterparties and third-party service providers, there is an inherently higher degree of uncertainty associated with the Corporation's assumptions.

Certain factors that could cause actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to: operational risks (such as risks related to business development and growth; order backlog; deployment and execution of our strategy, including cost reductions and working capital improvements and manufacturing and productivity enhancement initiatives; developing new products and services, including technological innovation and disruption; the certification of products and services; pressures on cash flows and capital expenditures, including due to seasonality and cyclicality; doing business with partners; product performance warranty and casualty claim losses; environmental, health and safety concerns and regulations; dependence on limited number of contracts, customers and suppliers, including supply chain risks; human resources including the global availability of a skilled workforce; reliance on information systems (including technology vulnerabilities, cybersecurity threats and privacy breaches); reliance on and protection of intellectual property rights; reputation risks; scrutiny and perception gaps regarding environmental, social and governance matters; adequacy of insurance coverage; risk management; and tax matters); financing risks (such as risks related to liquidity and access to capital markets; substantial debt and interest payment requirements, including execution of debt management and interest cost reduction strategies; restrictive and financial debt covenants; retirement benefit plan risk; exposure to credit risk; and availability of government support); risks related to regulatory and legal proceedings; risks associated with general economic

Section 1: General information

This Management Proxy Circular ("Circular") is provided in relation to the solicitation of proxies by the management of Bombardier Inc. ("Bombardier" or the "Corporation" or "our" or "we") for use at the annual meeting of holders of Class A shares (multiple voting) ("Class A shares") and Class B shares (subordinate voting) ("Class B subordinate voting shares") of the Corporation which will be held virtually, via live webcast, on April 25, 2024, and at any adjournment thereof (the "Meeting"). The record date for determination of shareholders entitled to receive notice and to vote at the Meeting is

March 4, 2024 (the "Record Date"). Unless otherwise indicated, the information provided in this Circular that relates to financial information is provided as at December 31, 2023, all other information is provided as at March 8, 2024, and all currency amounts are shown in U.S. dollars.

We encourage you to read this Circular and our consolidated financial statements for the fiscal year ended December 31, 2023 and related management's discussion and analysis (the "2023 Financial Report", and together with the Circular, the "Meeting Materials"), to learn more about Bombardier. We believe that by getting to know us, you will appreciate the strength of our commitment to our shareholders and stakeholders.

Attending the virtual meeting

We are providing facilities to allow our shareholders to participate in a virtual meeting format whereby registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder and registered with our transfer agent, Computershare Investor Services Inc. ("Computershare")) may attend, participate in and vote at the Meeting via live webcast. To attend the Meeting, registered and non-registered shareholders will need to login via the link to the live webcast that will be available at bombardier.com/en/agm2024and follow the instructions set forth in this Circular. The virtual Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plugins. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to attend the Meeting. The Meeting will begin at 10:30 a.m. (Montréal Time) on April 25, 2024. You should allow ample time to check into the Meeting online (it is recommended at least 15 minutes before the Meeting starts). Attending the Meeting virtually enables registered shareholders and duly appointed proxyholders to vote and to submit or ask questions in real time. Please see the heading "How to Vote" in this Section 1 of the Circular for additional instructions. Shareholders and duly appointed proxyholders who participate in the Meeting virtually must be connected to the internet at all times during the Meeting in order to vote when balloting commences, and it is their responsibility to ensure connectivity during the Meeting.

Non-registered beneficial shareholders who have not duly appointed themselves as proxyholders can attend the Meeting as guests. Guests will be able to attend the Meeting by joining the webcast at bombardier.com/en/agm2024, but will not be able to submit or ask questions nor vote their shares (if any).

Asking questions at the meeting

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

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

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