bbry-20240513

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant

Check the appropriate box:



						Preliminary Proxy Statement
						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
						Definitive Additional Materials
						Soliciting Material under §240.14a-12

BlackBerry Limited

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒						No fee required.
o						Fee paid previously with preliminary materials.
o						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

BLACKBERRY LIMITED

Notice of Annual and Special Meeting of the Shareholders

NOTICE IS HEREBY GIVEN THAT the Annual and Special Meeting of the shareholders (the “Meeting”) of BlackBerry Limited (the “Company”) will be held on June 25, 2024 at 1:00 p.m. (Eastern Time) for the following purposes:

1.TO RECEIVE and consider the consolidated financial statements of the Company for the fiscal year ended February 29, 2024 and the auditor’s report thereon;

2.TO ELECT the directors of the Company;

3.TO RE-APPOINT the auditors of the Company and to authorize the board of directors to fix the auditors’ remuneration;

4.TO CONSIDER an ordinary resolution to approve an amendment and restatement of the Company’s equity incentive plan to increase the number of common shares of the Company issuable thereunder, to remove the fungible share ratio applicable to the granting of stock options and to make certain housekeeping amendments;

5.TO CONSIDER an advisory (non-binding) resolution on executive compensation; and

6.TO TRANSACT such further and other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The meeting will be held in a virtual-only format via a live audio webcast. Registered shareholders and duly appointed proxyholders will be able to attend, participate in and vote at the meeting in real time through an online platform at https://web.lumiagm.com/411599049.

Please refer to the accompanying management proxy circular for further information regarding the items of business at the meeting, who can vote and how to vote, including how to be represented by proxy. The management proxy circular is deemed to form part of this notice.

DATED at Waterloo, Ontario this 3rd day of May, 2024.

BY ORDER OF THE BOARD

(signed) Richard Lynch, Chair


BLACKBERRY LIMITED

Management Proxy Circular

for the


Annual and Special Meeting of Shareholders Tuesday, June 25, 2024

TABLE OF CONTENTS


CURRENCY			1
QUESTIONS AND ANSWERS ON VOTING RIGHTS AND SOLICITATION OF PROXIES			2
BUSINESS TO BE TRANSACTED AT THE MEETING			8
1. 1. Presentation of Financial Statements			8
1. 2. Election of Directors			8
1. 3. Re-appointment of Independent Auditors and Authorization of Directors to fix the Auditors’ Remuneration			16
1. 4. Approval of the Amended Equity Incentive Plan			17
1. 5. Advisory Vote on Executive Compensation			19
EXECUTIVE COMPENSATION			21
PAY FOR PERFORMANCE			42
DIRECTOR COMPENSATION			45
INDEBTEDNESS OF DIRECTORS AND OFFICERS			46
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE			47
INDEMNIFICATION			47
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON			47
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			47
CORPORATE GOVERNANCE			61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			71
ADDITIONAL INFORMATION			72
APPROVAL			72
Schedule A – Amended Equity Incentive Plan			A-1
Schedule B – Mandate of the Board of Directors			B-1

CURRENCY

In this Management Proxy Circular, unless otherwise specified herein, all references to dollar amounts are to U.S. dollars. Unless otherwise noted, all Canadian dollar amounts have been converted into U.S. dollars at the following Bank of Canada average exchange rates:

Fiscal 2024: U.S. $1.00 = CDN $1.3500

Fiscal 2023: U.S. $1.00 = CDN $1.3135

Fiscal 2022: U.S. $1.00 = CDN $1.2528

Any amounts in Canadian dollars have been highlighted by the inclusion of the prefix “CDN” before a specified dollar amount.

This management proxy circular (the “Management Proxy Circular”) is furnished in connection with the solicitation of proxies by management of BlackBerry Limited (the “Company” or “BlackBerry”) for use at the annual and special meeting of the shareholders of the Company to be held on Tuesday, June 25, 2024 at 1:00 p.m. Eastern Time (the “Meeting”) in a virtual-only format which will be conducted via live audio webcast at https://web.lumiagm.com/411599049 and at any adjournment thereof for the purposes set forth in the enclosed notice of meeting (the “Notice of Meeting”). A form of proxy or voting instruction form accompanies this Management Proxy Circular. Unless otherwise indicated, the information in this Management Proxy Circular is given as at May 3, 2024. This Management Proxy Circular includes information that the Company is required to provide under the requirements of the U.S. Securities and Exchange Commission (the “SEC”) and applicable disclosure requirements in Canada. Shareholders in the United States should be aware that the applicable disclosure requirements in Canada are different from those of the United States applicable to proxy statements under the Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”).

QUESTIONS AND ANSWERS ON VOTING RIGHTS AND
SOLICITATION OF PROXIES

1. Who is soliciting my proxy?

Proxies are being solicited by management of the Company for use at the Meeting. Proxies will be solicited primarily by mail but employees and agents of the Company may also use electronic means. Management may also retain one or more proxy solicitation firms to solicit proxies on its behalf by telephone, electronic mail or by facsimile. Management expects that the costs of retaining a proxy solicitation firm or firms would not exceed $50,000. The costs of solicitation by management will be borne by the Company.

The Company may pay the reasonable costs incurred by persons who are the registered but not beneficial owners of common shares of the Company (“Common Shares”) such as brokers, dealers, other registrants under applicable securities laws, nominees or custodians, in sending or delivering copies of this Management Proxy Circular, the Notice of Meeting and form of proxy or voting instruction form to the beneficial owners of Common Shares. The Company will provide, without cost to such persons, upon request to the Corporate Secretary of the Company, additional copies of these documents required for this purpose.

2. How can I receive information about the Meeting?

The Company is using the “notice and access” system adopted by the Canadian Securities Administrators and the SEC for the delivery of proxy materials to registered and beneficial shareholders through the following website: http://www.envisionreports.com/BlackBerry2024. On or about May 16, 2024, the Company will mail to shareholders a Notice of Internet Availability of Proxy Materials (the “proxy notice”), containing instructions on how to access this Management Proxy Circular for the Meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2024 (collectively, the “proxy materials”), which was filed with the SEC and Canadian Securities Administrators on April 4, 2024. The proxy notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail. The proxy materials and a form of proxy or voting instruction form are being mailed to those shareholders with existing instructions on their account to receive paper material.

Shareholders with questions about notice and access can call Computershare Investor Services Inc. (“Computershare”) toll free at 1-866-964-0492 or by going to: www.computershare.com/noticeandaccess.

The Company is not sending proxy-related materials directly to non-objecting beneficial owners of Common Shares but will make delivery through intermediaries. The Company will pay for intermediaries to deliver proxy-related materials to both non-objecting and objecting beneficial owners of Common Shares.

3. How is the Meeting being held?

This year, as in recent years, the Company will hold the Meeting in a virtual-only format via a live audio webcast. The Meeting will not take place in a physical location and shareholders will therefore not be able to attend the

Meeting in person. All shareholders and duly appointed proxyholders, regardless of their geographic location, will have an equal opportunity to participate in the Meeting and ask questions.

4. What items will be voted on?

The following four items will be voted on at the Meeting:

(1)the election of seven directors to the Company’s board of directors (the “Board”);

(2)the re-appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditors and the authorization of the Board to fix the auditors’ remuneration;

(3)an ordinary resolution to approve an amendment and restatement of the Company’s equity incentive plan (the “Equity Incentive Plan”) to increase the number of Common Shares issuable thereunder, to remove the fungible share ratio applicable to the granting of stock options (“Options”) and to make certain housekeeping amendments, all as more particularly described in this Management Proxy Circular; and

(4)a non-binding advisory vote on the Company’s approach to executive compensation as described in this Management Proxy Circular (the “Say on Pay Vote”).

5. Who is eligible to vote?

Holders of Common Shares registered on the books of the Company at the close of business on May 3, 2024 (the “Record Date”) and their duly appointed representatives are eligible to vote at the Meeting. A shareholder is a registered shareholder if shown as a shareholder on the Record Date on the shareholder list kept by Computershare, as registrar and transfer agent of the Company for the Common Shares, in which case a share certificate or statement from a direct registration system will have been issued to the shareholder which indicates the shareholder’s name and the number of Common Shares owned by the shareholder. Registered holders of Common Shares will receive with this Management Proxy Circular a form of proxy from Computershare representing the Common Shares held by the registered shareholder.

If your Common Shares are registered in the name of an intermediary, such as a bank, trust company, securities broker, trustee, custodian, or other nominee who holds your Common Shares on your behalf (an “Intermediary”), or in the name of a clearing agency in which your Intermediary is a participant, then you are a non-registered or beneficial shareholder. As such, you are not identified on the share register maintained by Computershare as being a shareholder. Instead, the Company’s share register shows the shareholder of your Common Shares as being the Intermediary or depository through which you own your Common Shares. Please see the answer to the question “How do I vote if my Common Shares are held in the name of an Intermediary?”

6. How can I participate in the Meeting?

Registered shareholders and duly appointed proxyholders, including non-registered holders who have duly appointed themselves as their proxy, who participate in the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time. Non-registered shareholders who have not duly appointed themselves as their proxies will be able to listen to the Meeting and ask questions but will not be able to vote at the Meeting. Guests who are not shareholders may also attend the Meeting but will not be able to vote or ask questions at the Meeting. To participate:

Step 1: Log in online at https://web.lumiagm.com/411599049; and

Step 2: Follow the instructions below:

Registered shareholders: Click “I have a login” and then enter your username. Your username is the 15-digit control number located on your form of proxy, proxy notice or in the e-mail notification you received from Computershare.

Duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder): Click “I have a login” and then enter your username. Proxyholders who have been duly appointed and registered with Computershare as described in this Management Proxy

Circular will receive a control number by email from Computershare after 2:00 p.m. (Eastern Time) on June 21, 2024.

Non-registered shareholders who have not duly appointed themselves as proxyholder: Click “I have a login” and then enter your username. Your username is the 16-digit control number located on your form of proxy, proxy notice or in the e-mail notification you received from your Intermediary. Be sure to retain this control number if you intend to appoint a person or company to represent you at the Meeting as your proxy or if you intend to attend and ask questions at the Meeting.

Guests: Click “Guest” and then complete the online form.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to stay connected for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures. For additional information about attending the Meeting, refer to the Company’s virtual AGM user guide at www.blackberry.com/investors and visit www.lumiglobal.com/faq, which provides frequently asked questions along with access to a live chat for technical support in the event of difficulties during the registration, authentication and voting process.

7. How can I vote if I am a registered shareholder?

If your Common Shares are registered in your name and you wish to vote online during the Meeting, log into the Meeting using your control number and, if you accept the terms and conditions, any proxy for the Meeting previously submitted by you will be revoked and you will be provided the opportunity to vote by online ballot. If you do not wish to revoke a previously submitted proxy, you may log in as a guest but will be unable to vote or ask questions at the Meeting.

Alternatively, you may vote online at www.investorvote.com or by telephone at 1-866-732-VOTE (8683) by 2:00 p.m. (Eastern Time) on June 21, 2024 or at least 48 hours, excluding Saturdays, Sundays and holidays, prior to any adjournment or postponement of the Meeting at which the proxy is to be used (the “Proxy Deadline”). See your proxy notice or form of proxy for instructions.

8. How can someone else vote for me if I am registered shareholder?

If you have received a paper form of proxy, you may sign the form of proxy to give authority to Richard Lynch, Board Chair, or failing him, John J. Giamatteo, Chief Executive Officer of the Company, to vote your Common Shares at the Meeting in accordance with your instructions. A paper form of proxy should be executed by you or your duly authorized attorney or, if the shareholder is a corporation, by a duly authorized officer or attorney thereof.

You have the right to appoint a person or company (who need not be a shareholder of the Company), other than the persons designated in the form of proxy, to represent you at the Meeting. This right may be exercised by inserting the name of such person or company in the blank space provided in the proxy.

To submit a paper form of proxy, you must deliver your signed and completed proxy by mail or by hand to Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 Attention: Proxy Department, by the Proxy Deadline.

If you are appointing a person or company to represent you at the Meeting other than the persons designated in the form of proxy, you must deliver your form of proxy appointing that person or company AND then register that proxyholder online with Computershare. To register a third-party proxyholder, shareholders must visit http://www.computershare.com/blackberry by the Proxy Deadline and provide Computershare with the required proxyholder contact so that Computershare may provide the proxyholder with a control number via e-mail. Failure to register the proxyholder AFTER you have submitted your proxy form will result in the proxyholder not receiving a control number that is required to vote at the Meeting. Without a control number, a proxyholder will not be able to vote or ask questions at the Meeting but will be able to attend the Meeting as a guest.

9. How do I vote if my Common Shares are held in the name of an Intermediary?

The information set forth below is of significant importance to many shareholders of the Company, as a substantial number of shareholders do not hold their Common Shares in their own name, and thus are non-registered shareholders. Rules of the New York Stock Exchange (“NYSE”) prohibit discretionary voting by Intermediaries on certain “non-routine” matters. At the Meeting, Intermediaries that have not received instructions from their respective beneficial owners will not be permitted to vote on any resolutions other than resolution to re-appoint PwC as independent auditors of the Company and to authorize the Board to fix the auditors’ remuneration.

The Company has distributed copies of a notice about the website availability of the proxy materials and a request for voting instructions (the “Notice Package”) to the clearing agencies and Intermediaries for onward distribution to registered and non-registered shareholders. The Company will not send the Notice Package directly to non-registered shareholders. Non-registered shareholders with existing instructions on their account to receive paper material will receive a paper copy of this Management Proxy Circular and the Company’s Annual Report on Form 10-K.

If you are a non-registered shareholder, you may vote your Common Shares in one of the following ways:

Through your Intermediary:

A voting instruction form will be included in the Notice Package sent to you. The voting instruction form, when properly completed and signed by the non-registered shareholder and returned to the Intermediary in accordance with the directions on the form, will instruct your Intermediary on how to vote on your behalf.

Attend the Meeting:

If you wish to vote your Common Shares during the Meeting, you must appoint yourself as a proxyholder by entering your name in the space provided on the voting instruction form and signing and returning it to the Intermediary in accordance with the directions on the form. Do not otherwise complete the form, as you will be voting at the Meeting. In addition, you must also register yourself online with Computershare at http://www.computershare.com/blackberry by the Proxy Deadline so that Computershare may provide you with a control number via e-mail. If you do not register AFTER you have submitted your voting instruction form, you will not receive a control number and you will not be able to vote or ask questions at the Meeting but will be able to attend only as a guest.

Designate another person to be appointed as your proxyholder:

You can choose another person (who need not be a shareholder of the Company) to vote for you as a proxyholder. If you appoint someone else, they must attend the Meeting for you. To appoint someone else, you should enter the person’s name in the space provided on the voting instruction form and sign and return it to the Intermediary in accordance with the directions on the form. Do not otherwise complete the form, as your proxyholder will be voting at the Meeting. In addition, you must also register your proxyholder online with Computershare at http://www.computershare.com/blackberry by the Proxy Deadline so that Computershare may provide your proxyholder with a control number via e-mail. If you do not register your proxyholder AFTER you have submitted your voting instruction form, your proxyholder will not receive a control number and will not be able to vote or ask questions at the Meeting but will be able to attend only as a guest.

Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by non-registered shareholders in order to ensure that their Common Shares are voted at the Meeting.

Important information for U.S. non-registered shareholders:

If you are a non-registered shareholder located in the United States and you wish to attend and vote at the Meeting or, if permitted, appoint a third party as your proxyholder, you must first obtain a legal proxy form from your Intermediary and then register in advance to attend the Meeting. Follow the instructions from your Intermediary included with the Notice Package or contact your Intermediary to request a legal proxy form. To register to attend the Meeting, you must submit a copy of your legal proxy to Computershare by e-mail or courier to uslegalproxy@computershare.com (if by e-mail) or Computershare Investor Services Inc., 100 University Avenue,

8th Floor, Toronto, Ontario, M5J 2Y1 (if by courier). Your request for registration must be labeled as “legal proxy” and be received by no later than 2:00 p.m. (Eastern Time) on June 21, 2024.

10. How will my shares be voted if I give my proxy?

The Common Shares represented by proxies in favour of persons named therein will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if a shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the Common Shares represented by proxy will be voted accordingly. If a specification is not made with respect to any matter, the form of proxy confers discretionary authority and will be voted as follows:

(1)FOR the election as directors of each of the individuals listed herein as proposed nominees;

(2)FOR the re-appointment of PwC as independent auditors of the Company and the authorization of the Board to fix the auditors’ remuneration; and

(3)FOR the ordinary resolution approving the amended and restated Equity Incentive Plan (the “Amended Equity Incentive Plan”), as described in this Management Proxy Circular; and

(4)FOR the non-binding advisory resolution to accept the Company’s approach to executive compensation, as described in this Management Proxy Circular.

11. If I change my mind, can I revoke my proxy once I have given it?

In addition to any other manner permitted by law, if you are a registered shareholder you may revoke a proxy before it is exercised by: (i) an instrument in writing executed in the same manner as a proxy and delivered to the attention of the Corporate Secretary of the Company at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, or (ii) completing and signing a proxy form bearing a later date than the proxy form you previously returned and delivering it to Computershare it in accordance with the instructions on the form of proxy before the Proxy Deadline. If you have followed the process for attending and voting at the Meeting online, voting at the Meeting online will revoke your previous proxy. If you are a non-registered holder, contact your Intermediary to find out how to change or revoke your voting instructions and the timing requirements.

12. What if amendments are made to the matters identified in the Notice of Meeting or other business comes before the Meeting?

The form of proxy confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to any other matters that may properly come before the Meeting in such manner as the persons named therein in their judgment may determine. At the date hereof, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

13. What constitutes a quorum at the Meeting?

The presence of two or more shareholders or proxyholders entitled to cast votes representing at least 25% of the outstanding Common Shares will constitute a quorum at the Meeting or any adjournment of the Meeting. The Company’s list of shareholders as of the Record Date has been used to deliver to shareholders the Notice of Meeting and this Management Proxy Circular as well as to determine who is eligible to vote at the Meeting. Abstentions, withhold votes and broker non-votes will be considered present for the purposes of determining a quorum.

14. How many shares are entitled to vote?

The authorized share capital of the Company consists of an unlimited number of Common Shares, Class A Shares and Preferred Shares. As of the Record Date, 590,171,424 Common Shares are issued and outstanding, each of which carries the right to one vote on all matters that may come before the Meeting. No Class A Shares or Preferred Shares are currently issued and outstanding.

15. What is the required vote for each resolution?

For a director nominee to be elected at the Meeting, the number of votes cast for the nominee must exceed the number of votes withheld. In addition, a majority of the votes cast at the Meeting is required for the approval of each of the resolution to re-appoint PwC as independent auditors of the Company and to authorize the Board to fix the auditors’ remuneration, the ordinary resolution to approve the Amended Equity Incentive Plan, and the Say on Pay Vote.

Broker non-votes occur when beneficial owners do not provide voting instructions and their respective Intermediary nominees do not have discretion to vote. Abstentions and broker non-votes are not considered votes cast. Because the results of each resolution are based on the number of votes cast at the Meeting, abstentions and broker non-votes will have no effect on the outcome of any resolution.

16. Is my vote confidential?

Under normal conditions, confidentiality of voting is maintained by virtue of the fact that Computershare tabulates proxies and votes. However, such confidentiality may be lost as to any proxy or ballot if a question arises as to its validity or revocation or any other like matter. Loss of confidentiality may also occur if the Board decides that disclosure is in the interest of the Company or its shareholders.

17. What are the procedures related to questions for the Meeting?

Registered shareholders with a control number may submit questions for the Meeting in advance through www.investorvote.com. During the Meeting, shareholders and duly appointed proxyholders, but not guests, may submit questions to the Company during the Meeting by selecting the messaging icon. 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 Company does not intend to address questions that:

•are irrelevant to the business of the meeting or to the Company’s operations;

•are in furtherance of a shareholder’s personal or business interest or related to personal grievances;

•are related to non-public information about the Company;

•constitute derogatory references to individuals or that are otherwise offensive to third parties;

•are repetitious or have already been asked by other shareholders; or

•are out of order or not otherwise appropriate as determined by the chair or secretary of the Meeting in their reasonable judgment.

To ensure the Meeting is conducted in a manner that is orderly and fair to all shareholders, the chair of the Meeting may exercise broad discretion with respect to, for example, the order in which questions are asked and the amount of time devoted to any one question. Questions that cannot be answered during the Meeting and have been properly put before the Meeting will be posted online and answered as soon as practical after the Meeting at www.blackberry.com/investors.

18. What if I need more information about the Meeting?

If you have a question regarding the Meeting, please contact Computershare as follows:

By Mail: 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1

By Telephone: 1-800-564-6253

By Internet: www.investorcentre.com

BlackBerry Limited

2200 University Avenue East

Waterloo, Ontario, Canada N2K 0A7

BUSINESS TO BE TRANSACTED AT THE MEETING

1. Presentation of Financial Statements

The audited consolidated financial statements of the Company for the fiscal year ended February 29, 2024 (“Fiscal 2024”), and the report of the auditors thereon, will be placed before the Meeting. These audited comparative consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K, were mailed to the Company’s registered and beneficial shareholders who requested them. The Company’s Annual Report on Form 10-K is available on the Company’s website at www.blackberry.com, on the System for Electronic Document Analysis and Retrieval + (SEDAR+) in Canada at www.sedarplus.com and on the U.S. Securities and Exchange Commission’s Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) system at www.sec.gov.

2. Election of Directors

The Company’s articles of amalgamation provide for the Board to consist of a minimum of one and a maximum of fifteen directors. Ms. O’Neill is a proposed nominee for election as a new director and, as a result, the number of directors to be elected at the Meeting has been fixed by the Board at seven.

The Board has experienced significant renewal during the past year: four of the eight directors elected by shareholders at the annual meeting of shareholders in 2023 are no longer on the Board or not standing for re-election, and three of the seven proposed director nominees are on the ballot at the Meeting for the first time.

The Compensation, Nomination and Governance Committee (the “CNG Committee”) of the Board worked with a leading global executive search firm to identify Ms. O’Neill as a nominee for election. The CNG Committee continues to search for one or more suitable candidates to serve on the Board, taking into consideration applicable stock exchange requirements, the candidate’s skills, qualifications and external commitments, and the Company’s Board diversity policy (the “Board Diversity Policy”). The CNG Committee is prioritizing the identification of an additional female candidate, to increase the representation of women on the Board from 29% to 38%. See “Corporate Governance – 4. Board Diversity” in this Management Proxy Circular for further details

The matrix below summarizes the key qualifications, skills and attributes possessed by the director nominees to be elected at the Meeting that are of particular relevance to the Company’s business and objectives:

Brace

Daniels

Disbrow

Giamatteo

Lynch

O’Neill

Wouters

Cybersecurity

✓

Executive Leadership

✓

Finance and Accounting

✓

Government/Regulatory

✓

International Business

✓

Public Company Governance

✓

Risk Management

✓

Technology and Innovation

✓

Gender Identity

The following pages set out the names of the proposed nominees for election as directors together with, as applicable, their independence or non-independence under applicable securities laws and stock exchange rules, province or state and country of residence, age, year first elected or appointed as a director of the Company, present principal occupation, current membership on standing committees of the Board, record of attendance at meetings of the Board and its standing committees, directorships of other publicly-traded companies during the preceding five years, public company board interlocks and key skills and qualifications. Also indicated for each person proposed as a director are the number and value on the Record Date of Common Shares beneficially owned, directly or indirectly, or over which control was exercised and the number of deferred share units (“DSUs”) credited to the person under the DSU Plan. The value of Common Shares/DSUs as of the Record Date was calculated using the closing price of the Common Shares on the NYSE on the Record Date, which was $2.93 per Common Share.2

Philip Brace, California, United States

(Independent Director)

Mr. Brace, 53, has served as a director of the Company and as a member of the CNG Committee since February 2024. He served as President and Chief Executive Officer of Sierra Wireless Inc. from 2021 until its acquisition by Semtech Corporation in 2023. From 2019 to 2021, he served as Executive Vice President at Veritas Technologies and, prior to that, as President of Seagate Technology’s Cloud Systems and Electronic Solutions, Executive Vice President at LSI Corporation, and General Manager at Intel Corporation. Mr. Brace serves as a director of Lantronix Inc. and Inseego Corp. He holds a bachelor’s degree in applied science degree in computer engineering from the University of Waterloo and a master’s degree in electrical engineering from California State University, Sacramento. He has also participated in the Stanford University Directors’ Consortium.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Mr. Brace was appointed to the Board and to the CNG Committee on February 8, 2024. There were no meetings of the Board or of the CNG Committee between that date and the end of Fiscal 2024.

Current Boards

Lantronix Inc.

Inseego Corp.

Other Boards in Past 5 Years

Sierra Wireless Inc.

Board Interlock

None

2023 - current

2021 - 2023

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

35,000

43,768

78,768

$230,790

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2023

N/A

Michael A. Daniels, Colorado, United States

(Independent Director)

Mr. Daniels, 78, has served as a director of the Company since October 2014 and as Chair of the CNG Committee since September 2021. He currently serves as Chairman of CACI International Inc and as a member of the board of directors of Two Six Technologies, LLC. Mr. Daniels also currently serves as a director of the Northern Virginia Technology Council and the Virginia Chamber of Commerce. Previously, he held various senior management positions at Science Applications International Corporation (“SAIC”) from 1986 to 2004. While at SAIC, Mr. Daniels identified and acquired Network Solutions, Inc. and served as Chairman from 1995 until 2000 when the company was acquired by VeriSign, Inc. Mr. Daniels was Chairman and CEO of Mobile 365, Inc. from 2005 until the sale of the company to Sybase Inc. in 2006. He then served as a director of Sybase from 2007 until its acquisition by SAP in 2010. He has also served as Chairman of GlobalLogic Inc., Invincea, Inc. and the Logistics Management Institute, and as a director of Mercury Systems, Inc., VeriSign, Inc., Apogen Technologies, Inc. and Telcordia Technologies, Inc.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Board

14/15

93%

Current Boards

Mercury Systems, Inc.

CACI International Inc

Other Boards in Past 5 Years

None

Board Interlock

Ms. Disbrow – CACI

2010 - 2022

2013 - present

Compensation, Nomination and Governance Committee

4/4

100%

Overall attendance

18/19

95%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

26,077

288,051

314,128

$920,395

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2023

194,613,306

76.82%

58,726,180

23.18%

Lisa Disbrow, Virginia, United States

(Independent Director)

Ms. Disbrow, 61, has served as a director of the Company since August 2019 and as Chair of the Audit and Risk Management Committee since September 2021. She currently serves on the President’s Export Council and is a Commissioner on the Congressional Planning, Programming, Budgeting and Execution Reform Commission. Ms. Disbrow is also the Chair of the NobleReach Foundation, as well as a director of CACI International Inc, Mercury Systems, Inc., and SparkCognition, Inc. In addition, she is as a Senior Fellow at the Johns Hopkins University Applied Physics Lab, the Vice Chair of the National Defense Industrial Association, and a director of the Wounded Warrior Project. Previously, Ms. Disbrow served as the Senate-confirmed Under Secretary of the United States Air Force. She also served as Acting Secretary of the Air Force and was the Senate-confirmed chief financial officer of the Air Force, as the Assistant Secretary for Financial Management and Comptroller. Ms. Disbrow retired from the Air Force in 2008 as a colonel after 23 years of active and reserve duty. She has a BA from the University of Virginia, an MA from The George Washington University and an MS from The National War College in National Strategy.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Board

15/15

100%

Current Boards

Mercury Systems, Inc.

CACI International Inc

Other Boards in Past 5 Years

Perspecta Inc.

Board Interlock

Mr. Daniels – CACI

2017 - present

2021 - present

2018 - 2021

Audit and Risk Management Committee

5/5

100%

Overall attendance

20/20

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

193,526

$567,031

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2023

239,873,532

94.68%

13,465,955

5.32%

John J. Giamatteo, Texas, United States

(Non-Independent Director)

Mr. Giamatteo, 57, has served as a director of the Company and as Chief Executive Officer since December 2023. He has also been President of the Company’s Cybersecurity business unit since October 2021, prior to which he served as President and Chief Revenue Officer at McAfee Corp. Previously, Mr. Giamatteo served as Chief Operating Officer at AVG Technologies and held senior leadership positions with Solera Holdings, RealNetworks, Inc. and Nortel Corporation. He holds a bachelor’s degree in accounting and an MBA from St. John’s University.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Board1

2/2

100%

Current Boards

None

Other Boards in Past 5 Years

None

Board Interlock

None

Overall attendance

2/2

100%

Securities Held

Common Shares (#)

DSUs (#)2

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

206,090

$603,843

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2023

N/A

1 Mr. Giamatteo’s attendance reflects his appointment to the Board on December 11, 2023, after which there were two meetings of the Board in Fiscal 2024.

2 Directors who are also officers of the Company are not compensated for Board service and do not receive DSUs. Mr. Giamatteo is the only director who is also an officer of the Company. This table does not reflect restricted share unit information for Mr. Giamatteo, which is reported under “Executive Compensation – F. Executive Compensation Tables” in this Management Proxy Circular.

Richard Lynch, Massachusetts, United States

(Independent Director)

Mr. Lynch, 75, has served as a director of the Company since February 2013 and as Chair of the Board since November 2023. He also serves on the CNG Committee and acted as Interim Chief Executive Officer of the Company from November 2023 to December 2023. Since September 2011, Mr. Lynch has been President of FB Associates, LLC, which provides advisory and consulting services at the intersection of technology, marketing and business operations. Previously, Mr. Lynch served as Executive Vice-President & Chief Technology Officer of Verizon Communications and Verizon Wireless. He is a Life Fellow of The Institute of Electrical and Electronic Engineers and a director of iconectiv and Cohere Technologies, Inc. Mr. Lynch was a director of Ruckus Wireless Inc. from 2012 to 2016 and of Ribbon Communications from 2014 to 2020, including serving as Chairman from 2017 to 2020. He has also served on a number of professional organizations including the GSM Association, the CDMA Development Group, the Federal Communications Commission Technical Advisory Committee and the Communications Security Reliability and Interoperability Council. Mr. Lynch has been honored with the President’s Award by the Cellular Telecommunications and Internet Association and has also been inducted into the Wireless History Foundation’s Hall of Fame. Mr. Lynch has bachelor’s and master’s degrees in electrical engineering from Lowell Technological Institute (University of Massachusetts) and post-graduate executive education from the Wharton School at the University of Pennsylvania and the Johnson School of Management at Cornell University.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Board

15/15

100%

Current Boards

None

Other Boards in Past 5 Years

Ribbon Communications

VectoIQ Acquisition Corp.

VectoIQ Acquisition Corp. II

Board Interlock

None

2014 - 2020

2018 - 2020

2020 - 2022

Compensation, Nomination and Governance Committee1

3/3

100%

Overall attendance

18/18

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

323,721

$948,503

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2023

221,534,719

87.45%

31,804,768

12.55%

1 Mr. Lynch’s attendance reflects that he was a member of the CNG Committee until December 11, 2023, prior to which there were three meetings of the CNG Committee in Fiscal 2024. Mr. Lynch resigned from the CNG Committee in connection with his appointment as Board Chair and was re-appointed to the CNG Committee on March 15, 2024, after the end of Fiscal 2024.

Lori O’Neill, Ontario, Canada

(Independent Director)

Ms. O’Neill, 58, is a nominee for election as a director at the Meeting. She is a FCPA, FCA, corporate director and independent financial consultant and currently serves on the boards of Constellation Software Inc. and Calian Group Ltd. Ms. O’Neill has served as a director of numerous public and private technology companies, Crown corporations and non-profit organizations. Previously, Ms. O’Neill was a leader in the Canadian national technology, media and communications audit practice at Deloitte LLP, where she served for 24 years. She has an honours bachelor of commerce degree from Carleton University and is a holder of the CPA, CA designation, the U.S. CPA designation and the ICD.D designation from the Institute of Corporate Directors.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Ms. O’Neill is standing for election at the Meeting and has not been appointed to the Board as of the Record Date.

Current Boards

Constellation Software Inc.

Calian Group Ltd.

Other Boards in Past 5 Years

Sierra Wireless Inc.

Flow Beverage Corp.

Board Interlock

None

2018 - present

2023 - present

2019 - 2022

2021 - 2022

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2023

N/A

Wayne Wouters, British Columbia, Canada

(Independent Director)

The Hon. Wayne Wouters, PC, OC, 73, has served as a director of the Company and as a member of the Audit and Risk Management Committee since October 2015. He is a Strategic and Policy Advisor to McCarthy Tétrault LLP, a director of Canadian Utilities Limited and Foran Mining Corporation, and a former director of Champion Iron Limited. From 2009 to 2014, Mr. Wouters was the Clerk of the Privy Council of Canada and, in that capacity, held the roles of Deputy Minister to the Prime Minister, Secretary to the Cabinet and Head of the Public Service. Prior to his tenure as Clerk, Mr. Wouters was Secretary of the Treasury Board of Canada and served in deputy ministerial and other senior positions in the Canadian public service. Mr. Wouters has received numerous awards, including Honorary Doctorates of Laws from the Universities of Saskatchewan and Manitoba, the Queen’s Diamond Jubilee Medal and the André Mailhot Award for lifetime achievement from the United Way Canada. He was inducted by the Prime Minister as a member of the Privy Council in 2014 and was invested into the Order of Canada as an officer in 2017. Mr. Wouters has an honours bachelor of commerce degree from the University of Saskatchewan and a master’s degree in economics from Queen’s University.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Board

15/15

100%

Current Boards

Champion Iron Limited

Canadian Utilities Limited

Foran Mining Corporation

Other Boards in Past 5 Years

None

Board Interlock

None

2016 - 2023

2019 - current

2021 - current

Audit and Risk Management Committee

5/5

100%

Overall attendance

20/20

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

262,033

$767,757

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2023

240,118,843

94.78%

13,220,646

5.22%

Advance Notice By-Law and Shareholder Proposals for 2024 Annual Meeting

In 2014, shareholders confirmed Amended and Restated By-Law No. A4, a by-law relating generally to the nomination of persons for election of directors of the Company (the “Advance Notice By-Law”), which establishes procedural requirements for advance notice of shareholder nominations of persons for election to the Board, whether for inclusion in the Company’s management proxy circular or not. In the case of an annual meeting of shareholders, notice to the Company pursuant to the Advance Notice By-Law must be given not less than 30 nor more than 65 days prior to the date of the annual meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be given not later than the close of business on the 10th day following the notice date. As at the date of this Management Proxy Circular, the Company has not received any additional director nominations from shareholders for the Meeting.

To be eligible for inclusion in the Company’s 2025 proxy statement pursuant to Rule 14a-8 under the U.S. Exchange Act, shareholder proposals must be sent to the Corporate Secretary of the Company at the principal executive offices of the Company at 2200 University Avenue East, Waterloo, Ontario, Canada, N2K 0A7, and must be received no later than

January 13, 2025 and any shareholder proposal received after this date shall be considered untimely. In addition, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the additional requirements of Rule 14a-19(b) under the U.S. Exchange Act.

Proceedings

Ms. O’Neill was a director of DragonWave Inc. (“DragonWave”) from June 2013 until July 2017. Following her resignation on July 31, 2017, the Ontario Superior Court of Justice appointed a receiver over the business and assets of DragonWave, following an application on behalf of its senior lenders.

Unless the shareholder directs that his or her Common Shares be otherwise voted or withheld from voting in connection with the election of any particular director or directors, the persons named in the form of proxy will vote FOR the election of each of the seven nominees whose biographies are provided above. For a nominee to be elected at the Meeting, the number of votes cast for the nominee must exceed the number of votes withheld. All of the nominees other than Ms. O’Neill are currently directors of the Company and each nominee has agreed to serve if elected. Management does not contemplate 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 named in the form of proxy will have the right to vote for another nominee in their discretion. Each director elected at the Meeting will hold office until the next annual meeting of shareholders or until his or her successor is duly elected or appointed.

3. Re-appointment of Independent Auditors and Authorization of Directors to fix the Auditors’ Remuneration

At the Meeting, shareholders will be asked to vote on the re-appointment of PricewaterhouseCoopers LLP (“PwC”) as independent auditors of the Company to hold office until the next annual meeting of shareholders or until a successor is appointed, and to authorize the Board to fix the auditors’ remuneration. PwC has been the auditors of the Company since the beginning of the fiscal year ended February 28, 2021 (“Fiscal 2021”).

For Fiscal 2024 and Fiscal 2023, the Company incurred the following fees for the services of PwC:


	Fiscal 2024	Fiscal 2023
Audit Fees	$2,898,875	$2,615,366
Audit-Related Fees	-	$32,100
All Other Fees	$926,831	$900
Total Fees	$3,825,706	$2,648,366

The nature of each category of fees is described below.

Audit Fees

Audit fees were paid for professional services rendered by PwC for the audit of the Company’s annual financial statements and consent related to the issuance of the Company’s outstanding 3.00% unsecured convertible notes.

Audit-Related Fees

No audit-related fees were paid in Fiscal 2024.

All Other Fees

Other fees paid for Fiscal 2024 were for quality of earnings analyses, assistance with financial statement allocation and carve-out methodologies related to the Company’s review of the potential separation of its Cybersecurity and IoT business units, referred to by the Company in Fiscal 2024 as Project Imperium, and for a disclosure checklist.

The Board recommends a vote “FOR” the re-appointment of PwC as independent auditors of the Company for the fiscal year ending February 28, 2025 (“Fiscal 2025”) and authorizing the Board to fix the auditors’ remuneration. If shareholders do not ratify the selection of PwC as the independent public accounting firm for the Company for Fiscal 2025, the Board will reconsider whether to re-engage PwC but may ultimately determine to engage PwC or another audit firm without resubmitting the matter to shareholders.

Unless a shareholder directs that his or her Common Shares are to be withheld from voting in connection with the appointment of auditors, the persons named in the form of proxy will vote FOR the re-appointment of PricewaterhouseCoopers LLP as auditors of the Company until the next annual meeting of shareholders or until a successor is appointed, and to authorize the Board to fix the auditors’ remuneration.

Audit and Risk Management Committee Pre-Approval Policy

All audit and permissible non-audit services to be provided by the Company’s external auditors are pre-approved by the Audit and Risk Management Committee. Any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit and Risk Management Committee has delegated to its Chair authority to pre-approve proposed audit and non-audit services provided that each individual engagement is not more than $100,000 and that the aggregate for all engagements does not exceed $250,000 in any year. All audit and non-audit services performed by PwC during Fiscal 2024 were approved in accordance with this policy.

4. Approval of the Amended Equity Incentive Plan

The Amended Equity Incentive Plan is briefly described in this section and in additional detail in this Management Proxy Circular under the heading “Securities Authorized for Issuance Under Equity Compensation Plans – Equity Incentive Plan”. These descriptions are qualified in their entirety by the complete text of the Amended Equity Incentive Plan, which is attached to this Management Proxy Circular as Schedule A.

Background

At the Meeting, shareholders will be asked to consider, and if thought advisable, to approve the Amended Equity Incentive Plan, which has been approved by the Board. The amendments to the Equity Incentive Plan include (i) increasing the number of Common Shares available for issuance thereunder by 15,0000,000 Common Shares to 60,875,000 Common Shares, (ii) removing the fungible share ratio applicable to the granting of Options; and (iii) certain amendments of a housekeeping nature. The Board has approved these amendments, subject to shareholder approval. The material terms of the Amended Equity Incentive Plan are the same as the Equity Incentive Plan save and except for the amendments described hereunder.

The Equity Incentive Plan was originally approved by the Board on May 21, 2013 and was confirmed by the shareholders of the Company at the annual and special meeting held on July 9, 2013. Subsequent amendments to the Equity Incentive Plan increasing the maximum number of Common Shares authorized for issuance thereunder were approved by the Board and confirmed by the shareholders of the Company in 2015, 2017 and 2020. The maximum number of Common Shares authorized for issuance under the Equity Incentive Plan has not been increased in the four years since 2020.

The Equity Incentive Plan is considered to be an “evergreen plan” for purposes of the rules of the Toronto Stock Exchange (the “TSX”), in light of certain of the Equity Incentive Plan’s features. Under TSX rules, a majority of the shareholders of a listed company must approve unallocated entitlements under evergreen plans every three years. This approval was last provided by the Company’s shareholders at the annual and special meeting held on June 22, 2022, and a further approval will be required at the Company’s shareholder meeting to be held in 2025.

Awards

Under the Equity Incentive Plan, the Company issues restricted share units (“RSUs”) and Options to its employees and consultants and to employees and consultants of its affiliates. Since its inception, the Equity Incentive Plan has incorporated what is referred to as a “fungible plan design”, meaning that each RSU granted has counted against the number of Common Shares available for issuance under the Equity Incentive Plan at a greater rate than has each Option granted (RSUs and Options are referred to collectively as “Awards”). Each RSU granted under the Equity Incentive Plan has counted as one Common Share against the Common Share reserve, and each Option granted under the Equity Incentive Plan has counted as 0.625 of a Common Share against the Common Share reserve.

If any Award is forfeited or expires, or an Award is settled for cash (in whole or in part), then in each such case the Common Shares subject to such Award will, to the extent of such forfeiture, expiration or cash settlement, be added to the Common Shares available for Awards under the Equity Incentive Plan (each, a “Cancellation Addition”). In the event that withholding tax liabilities arising from an RSU are satisfied by the tendering of shares (either actually or by attestation) or by the withholding of Common Shares by the Company, the Common Shares so tendered or withheld will be added to the Common Shares available for Awards under the Equity Incentive Plan (each, a “Withholding Addition”). Any Common Shares that again become available for Awards through a Cancellation Addition or a Withholding Addition will be added as one Common Share for every RSU and, if the proposed amendments to the Equity Incentive Plan are not approved, as 0.625 of a Common Share for every Option.

As of the Record Date, 20,871,281 RSUs and no Options are outstanding under the Equity Incentive Plan, which in the aggregate represents approximately 3.54% of the Company’s total outstanding Common Shares. As of the Record Date, 8,292,256 Common Shares remain available for issuance under the Equity Incentive Plan, which represents approximately 1.41% of the Company’s total outstanding Common Shares.

Purpose of Amendments

The Company’s ability to successfully execute its strategies is largely dependent on its continuing ability to identify, attract, develop, motivate and retain skilled employees, including members of its executive team and other key employees. Competition for talented management, technical, research and development and other employees is intense in the industries in which the Company participates. Most of the peer companies in the Company’s compensation comparator group are based in the United States and offer competitive equity compensation programs.

The last amendment to increase the number of shares issuable under the Company’s Equity Incentive Plan was approved by shareholders in 2020. The Company believes that the Equity Incentive Plan remains an important part of the Company’s overall compensation program and is a valuable mechanism for aligning the interests of employees with those of the Company’s shareholders. The purpose of the proposed amendment to increase the number of Common Shares issuable under the Equity Incentive Plan is to enable the Company to continue its practice of granting equity awards to its employees.

The Company believes that the fungible share ratio for Options should not be maintained in the plan design given that the Company has not granted any Options under the Equity Incentive Plan since 2016 and does not expect to do so in Fiscal 2025. Under the proposed amendments, each Option granted under the Equity Incentive Plan will count as one share against the Common Share reserve.

The amendments of a housekeeping nature have been included to reflect there is no longer an Executive Chair of the Company and to update references to applicable securities laws.

Burn Rate and Overhang

Over the Company’s four fiscal years since the amendment to the Equity Incentive Plan in 2020, the Company’s average annual net burn rate for Awards was 1.52%. This rate represents an increase of 0.14% from the Company’s average annual net burn rate for the three fiscal years immediately prior to the 2020 amendment. The net burn rate for Awards for

any fiscal year is equal to the number of Common Shares subject to Awards granted less all Cancellation Additions, expressed as a percentage of the average number of outstanding Common Shares. The Company’s average annual gross burn rate for Awards, without deduction for any Cancellation Additions, was 1.52% over the four most recent fiscal years and 21,231,568 Common Shares are subject to outstanding Awards granted by the Company over the same period.

If the proposed amendments to the Equity Incentive Plan are approved: (i) a total of 23,292,256 Common Shares will remain available for issuance under the Equity Incentive Plan, representing approximately 3.95% of the Company’s total outstanding Common Shares, and (ii) no more than 10% of the Company’s outstanding Common Shares will be issued under all of the Company’s security-based compensation arrangements in any one year period. As noted above, Common Shares subject to Cancellation Additions and Withholding Additions will be added to the Common Shares available for Awards under the Equity Incentive Plan. Any Common Shares that again become available for Awards through a Cancellation Addition or a Withholding Addition will be added as one Common Share for every RSU and one Common Share for every Option. Due to Withholding Additions, it is possible that the Equity Incentive Plan may permit the issuance of more than 60,875,000 Common Shares.

Awards granted under the Equity Incentive Plan will be subject to the discretion of the Board and the CNG Committee, as applicable, and the Board and the CNG Committee have not determined future awards or which eligible Participants will receive them. Therefore, as of the Record Date, the benefits that will be awarded or paid under the Equity Incentive Plan are not determinable.

Resolution to Approve the Amended Equity Incentive Plan

Pursuant to the terms of the Equity Incentive Plan, the proposed amendments must be approved by the holders of a majority of the Common Shares voting at the Meeting. The resolution to approve the Amended Equity Incentive Plan is as follows:

Resolved as an ordinary resolution that:

(a) the Amended Equity Incentive Plan of the Company, as further described in the management proxy circular of the Company dated May 3, 2024, including an increase in the maximum number of Common Shares issuable thereunder by 15,000,000 Common Shares from 45,875,000 Common Shares to 60,875,000 Common Shares, is hereby approved, ratified and confirmed; and

(b) any of or more directors or officers of the Company are hereby authorized, for and on behalf of the Company, to take, or cause to be taken, any and all such acts and things and to execute and deliver, under the corporate seal of the Company or otherwise, all such deeds, instruments, notices, consents, acknowledgments, certificates, assurances and other documents (including any documents required under applicable laws or regulatory policies) as any such director or officer in his or her sole discretion may determine to be necessary or desirable to give effect to the foregoing resolution, such determination to be conclusively evidenced by the taking of any such action or such director’s or officer’s execution and delivery of any such deed, instrument, notice, consent, acknowledgement, certificate, assurance or other document.

The Board recommends that shareholders vote “FOR” the resolution approving the Amended Equity Incentive Plan. Unless a shareholder directs that his or her Common Shares are to be voted against this resolution or abstains from voting on this resolution, the persons named in the form of proxy will vote FOR the resolution to approve the Amended Equity Incentive Plan.

If the foregoing resolution is not approved by shareholders at the Meeting, the Equity Incentive Plan will remain in place with the current maximum number of Common Shares authorized for issuance, and the Company will be permitted to grant awards under the Equity Incentive Plan subject to such maximum until 2025, when shareholder re-approval of unallocated entitlements will be required.

5. Advisory Vote on Executive Compensation

In March 2012, the Board approved an advisory say-on-pay policy (the “Say on Pay Policy”). The Say on Pay Policy establishes a framework for the Company to conduct an annual non-binding advisory vote (the “Say on Pay Vote”) on executive compensation by shareholders. Consistent with the Say on Pay Policy, this is an advisory vote only and is not binding on the Board, which remains responsible for its compensation decisions and is not relieved of these responsibilities irrespective of the results of the vote. However, the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions and in determining whether there is a need to significantly increase their engagement with shareholders on compensation and related matters. The Company will also disclose the results of this vote as part of its report on voting results for the Meeting. The details of how a negative advisory vote will be addressed are set out in the Say on Pay Policy.

At the Company’s 2020 annual meeting of shareholders, shareholders of the Company had the opportunity to cast a non-binding advisory vote on how often the Company should hold a Say on Pay Vote. Approximately 99% of the votes cast were in favour of holding a Say on Pay Vote every year. While this was an advisory vote only and is not binding on the Board, the Board continues to believe that shareholders should be able to express their views on the Company’s executive compensation program on an annual basis.

The form of resolution (the “Say on Pay Resolution”) is as follows:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Company’s proxy circular delivered in advance of the 2024 annual meeting of shareholders.

At last year’s annual and special meeting of shareholders, 206,530,570 votes were cast in favour of the Say on Pay Resolution and 43,163,308 votes were cast against the Say on Pay Resolution, resulting in approximately 82.7% approval based on votes cast. The Board recommends that shareholders vote “FOR” the Say on Pay Resolution. Unless a shareholder directs that his or her Common Shares are to be voted against this resolution or abstains from voting on this resolution, the persons named in the form of proxy will vote FOR the resolution to accept the Company’s approach to executive compensation disclosed in this Management Proxy Circular.

EXECUTIVE COMPENSATION

This Compensation Discussion and Analysis (“CD&A”) describes and explains the Company’s executive compensation strategy and philosophy and how compensation decisions were made by the Company during Fiscal 2024. It also provides details on decisions made with respect to the compensation paid, and to be paid, to the Company’s current Chief Executive Officer (Mr. Giamatteo), and the former Executive Chair and Chief Executive Officer (John Chen), and Chief Financial Officer (Steve Rai), and to Mattias Eriksson, Marjorie Dickman and Phil Kurtz, the three next most highly compensated executive officers of the Company (collectively, the “NEOs”), and explains the elements that are part of each NEO’s compensation.

This CD&A is comprised of the following sections:


Section	Title	Purpose	Page
A	BlackBerry Fiscal 2024 Achievements	Describes the Company’s key achievements in Fiscal 2024.	21
B	Key Fiscal 2024 Compensation Decisions	Describes the Company’s significant executive compensation decisions in Fiscal 2024.	23
C	Executive Compensation Philosophy and Elements of NEO Compensation	Describes the strategic objectives and principles underlying the Company’s compensation philosophy and outlines the elements of executive compensation, including why the Company chooses to pay each element.	23
D	Executive Compensation Decision-Making	Describes the Company’s executive compensation decision-making process and the comparator group considered to assess the competitiveness of the Company’s executive compensation and to support executive compensation decisions. Describes details of incentive and equity-based compensation for the NEOs.	25
E	Compensation Risk Management	Describes how the Company’s compensation practices take risk into account.	34
F	Executive Compensation Tables	Describes in tabular and narrative format the compensation awarded to and earned by each of the NEOs, as well as information relating to outstanding incentive compensation awards.	36
G	Employment Arrangements, Termination and Change of Control Benefits	Summarizes provisions in employment contracts and long-term incentive plans that would trigger payments to the NEOs upon termination, a change of control or retirement.	39
H	CEO Pay Ratio	Describes the ratio of total compensation of the Company’s Chief Executive Officer to the total compensation of the Company’s median employee, and the method used to calculate the ratio.	41

A. BlackBerry Fiscal 2024 Achievements

Throughout Fiscal 2024, the Company was focused on providing intelligent security software and services to enterprises and governments around the world. The Company leverages artificial intelligence and machine learning to deliver innovative solutions in the areas of cybersecurity, safety and data privacy, and is a leader in the areas of endpoint security, endpoint management, encryption, and embedded systems.

The Company continued to execute on its strategy in Fiscal 2024 and announced the following significant achievements:

Products and Innovation

•Announced general availability of QNX® Software Development Platform (SDP) 8.0, the Company’s scalable, high-performance foundation for next generation automotive and IoT systems;

•Launched an enhanced AI-based Cylance® cybersecurity solutions portfolio, including a major update to its patented Cylance AI engine;

•Launched QNX® Sound, an audio and acoustics innovation platform for software-defined vehicles;

•Announced enhancements to SecuSUITE® for Government, including encrypted video and group audio calls;

•Announced an integration of CylanceGUARD® and BlackBerry® AtHoc® technologies for secure bi-directional response communications during cyber incidents;

•Announced that CylanceENDPOINT™ received Gartner® Peer Insights™ 2023, Customers’ Choice designation for Endpoint Protection Platforms, based on customer feedback, placing in the upper-right quadrant;

•Released a Global Threat Intelligence Report, highlighting that the Company’s AI-driven cybersecurity solutions stopped 55,000 individual cyber-attacks between March and May 2023;

•Launched a generative AI-powered cybersecurity assistant to increase efficiency and reduce fatigue for CISO teams; and

•Announced that BlackBerry is the first Mobile Device Management vendor to receive BSI clearance for BlackBerry® UEM Brightsite usage with Apple iNDIGO.

Customers and Partners

•Completed the sale of a portfolio of non-core patent assets to Malikie Innovations Limited (the “Malikie Transaction”)

•Announced a significant, multi-year deal to provide full suite of cybersecurity solutions to the Government of Malaysia;

•Stellantis, BlackBerry QNX and AWS launched the world’s first virtual cockpit, leveraging the QNX® Hypervisor in the cloud to transform in-vehicle software engineering;

•Mobility in Harmony (MIH) consortium, a Foxconn initiative, selected BlackBerry IVY® to power its next-generation electric production vehicles;

•Announced the Company’s new Cybersecurity Center of Excellence (CCoE) in Kuala Lumpur will offer SANS training courses to help grow and upskill cyber workforces in Malaysia;

•Announced that the United States Department of Homeland Security awarded a new PENS (personal emergency notification system) contract to BlackBerry, utilizing BlackBerry® AtHoc® critical event management (CEM) solution;

•Announced that Mitsubishi’s enhanced automotive in-cabin system, FlexConnect.X, will be powered by BlackBerry IVY to deliver AI data-driven experiences;

•Announced that BlackBerry QNX software is embedded in over 235 million vehicles;

•Announced an extended partnership with leading managed security services provider (MSSP) Solutions Granted, enabling better scale to address small and medium-sized businesses (SMBs); and

•Announced a strategic partnership with McLeod Software, a leading Transportation Management System (TMS) provider, delivering enterprise software solutions to the transportation and logistics industry.

Board and Executive Officer Appointments

•Appointed director Richard Lynch as Chair of the Company’s Board of Directors (the “Board”);

•Appointed John Giamatteo as Chief Executive Officer of BlackBerry Limited and President, Cybersecurity; and

•Appointed Philip Brace to the Board and to the CNG Committee.

B. Key Fiscal 2024 Compensation Decisions

In October 2023, the Company announced that John Chen, its Executive Chair and Chief Executive Officer, would retire from the Company effective November 4, 2023. Mr. Lynch was appointed as Board Chair on November 4, 2023 and also served as Interim Chief Executive Officer from that Date until December 11, 2023, when Mr. Giamatteo was appointed as Chief Executive Officer in addition to his role as President, Cybersecurity. In November 2023, the CNG Committee engaged Mercer (US) Inc. (“Mercer”) to provide independent executive rewards advisory services and pay benchmarking in the establishment of the compensation package for Mr. Giamatteo in connection with his promotion to Chief Executive Officer. See “D. Executive Compensation Decision-Making – 3. Compensation Elements and Company Goals” in this CD&A for more information on Mr. Giamatteo’s compensation package. Mr. Lynch received a DSU award with a grant date value of $25,000, and no base salary or any other compensation, for his service as Interim Chief Executive Officer.

In addition, to provide appropriate incentives to leadership to grow revenue and billings while managing profitability and to align the interests of management and shareholders, in Fiscal 2024 the CNG Committee and the Board:

•Reviewed and adjusted the performance metrics for the annual Sales Incentive Plan (“SIP”) and Variable Incentive Plan (“VIP”);

•Granted 50% of long-term equity awards for senior leaders in the form of performance-based RSUs (“PBRSUs”);

•Implemented an updated PBRSU design to incorporate metrics based on both operating performance and relative equity market performance; and

•Increased the base salary of one NEO, Mr. Giamatteo, in connection with his promotion to Chief Executive Officer.

All of these strategic compensation decisions are further addressed below.

C. Executive Compensation Philosophy and Elements of NEO Compensation

1.Objectives and General Principles

The Company aims to provide appropriate compensation for its NEOs that is internally equitable, externally competitive and reflects Company performance in order to attract, motivate and retain exceptionally-talented, high-performing, entrepreneurial leaders. The executive compensation strategy supported by the CNG Committee and the Board in Fiscal 2024 adhered to the following governance principles:

What the Company Does:

•Links a significant portion of executive pay to performance through annual and long-term incentive plans

•Compares executive compensation and company performance to relevant peer group companies

•Targets pay at the median of its peer group for pay benchmarking

•Allows for above-market performance to create above-market pay outcomes

•Requires executives to meet minimum stock ownership requirements

•Maintains an independent compensation committee that engages its own independent advisor

•Maintains a compensation clawback policy to recapture unearned incentive pay

•Provides limited perquisites

•Annually assesses risks in its compensation programs

What the Company Does Not Do:

•Provide single trigger change of control provisions

•Provide tax gross-ups

•Use an aspirational peer group of significantly larger companies

•Provide discretionary or guaranteed incentive payouts

•Overemphasize any single performance metric

•Allow hedging or pledging of equity holdings

2. Compensation Elements

In Fiscal 2024, NEO compensation was comprised of the following elements: base salary; annual incentive; long-term incentive; retirement savings; and other compensation. The purpose of each of these elements is as follows:


Elements			Purpose of the Compensation Elements
Base Salary (Annual Fixed)			•This element provides compensation to secure day-to-day services and reflects the NEO’s role within the Company, personal performance, experience and contribution to the business, the size and stage of development of the Company and competitive benchmarks.
Annual Incentive (Annual Variable)			The VIP and SIP are designed to motivate and reward an NEO for contribution to the achievement of the Company goals for each fiscal year.
Long-Term Incentive (Long-Term Variable)			This is the element by which NEOs receive compensation under the Company’s Equity Incentive Plan. The Equity Incentive Plan is designed to (a) advance the interests of the Company by encouraging equity participation through the acquisition of Common Shares, (b) enable the Company to attract and retain experienced and qualified executives in a highly competitive marketplace, and (c) align the interests of NEOs with the interests of shareholders by providing incentives which promote the creation and maintenance of shareholder value.
Retirement Savings (Long-Term)			This element is designed to assist NEOs in saving for their retirement. The NEOs are provided the same retirement savings plans and Company matching program as the Company offers other employees of the Company with no additional pension or other retirement savings programs provided to the NEOs.


Elements			Purpose of the Compensation Elements
Base Salary (Annual Fixed)			This element provides compensation to secure day-to-day services and reflects the NEO’s role within the Company, personal performance, experience and contribution to the business, the size and stage of development of the Company and competitive benchmarks.
Other Compensation and Employee Benefits (Short & Long-Term)			Benefits These programs are designed to help ensure the health and wellness of employees and to provide coverage in case of death or disability. Benefits programs include health (including dental and vision care), life insurance and disability coverage. Employee Share Purchase Plan All Company employees, including NEOs, are allowed to participate in the Company’s employee share purchase plan (the “ESPP”) to the extent it is offered in their country of employment. Employees may, each year, contribute between 1% and 15% of their eligible compensation up to not more than $30,000 in any calendar year, with the Company either permitting participants to purchase Common Shares at a discount to the market price or providing a participant with cash contributions to purchase Common Shares. Perquisites Perquisites are not a typical element of NEO compensation, but perquisite arrangements are established on a case-by-case basis as considered appropriate in the interests of the Company.

D. Executive Compensation Decision-Making

1. Decision Process and Timing

The CNG Committee and the Board reviewed all elements of the Company’s NEO compensation for Fiscal 2024 and considered input on current trends and best practices in compensation design from the Company’s human resources organization. These trends and best practices included the use of different long-term incentive programs, competitive trends in compensation levels, mix of compensation elements and risk management for executive compensation.

In addition, the Company reviewed the provisions of potential government regulations and updated proxy advisory policies on compensation to understand emerging executive compensation issues and governance practices. The purpose of reviewing market trends and potential regulations is to ensure the Company is abreast of industry practices impacting compensation.

The Company does not place greater or lesser weight on any of these trends or practices but considers the general direction of this information in relation to the effectiveness of the Company’s plans over time. In addition, the Company considers the practices of the Company’s peer companies in addition to the trends and practices of the general marketplace for executive talent to be knowledgeable about the effectiveness of various reward vehicles.

The independent members of the Board consider and approve Chief Executive Officer compensation, and the CNG Committee (in conjunction with the Chief Executive Officer) reviews and approves the compensation packages for the other NEOs. These reviews and approvals for Fiscal 2024 compensation occurred as follows:

Topic

Q1 Fiscal 2024

March – May 2023

Q2 Fiscal 2024

June – August 2023

Q3 Fiscal 2024

September –

November 2023

Q4 Fiscal 2024

December 2023 – February 2024

Base Salary

Base Salary Review (November)

Annual Incentive

Fiscal 2024 VIP and SIP

Design and Metrics

Approved (March)

Fiscal 2024 VIP Payment Approved (March 2024)

Long-Term

Incentive

Fiscal 2024 Regular Annual Long-Term

Incentive Awards

Approved (December) and Granted (January)

A full base salary review of all NEOs was conducted in November 2023. No changes were made to the base salary of the NEOs as a result of the review. Mr. Giamatteo received a base salary increase of 22.38% in connection with his promotion to Chief Executive Officer effective December 11, 2023 See “D. Executive Compensation Decision-Making – 3. Compensation Elements and Company Goals – Base Salary” in this CD&A for more information.

2. Comparator Group Development

Peer group data is one of a number of factors considered in determining compensation for the NEOs. Although the Company considers the compensation practices of peer companies, it does not make any determinations or changes in compensation in reaction to market data alone.

The Company periodically reviews the peer companies used for compensation benchmarking and may make changes based on consolidation within the industry, the business units which the Company operates and the relevance of peer companies to these business units, the organizations it views as labour competitors, the scale of the peer companies, and entities considered to be competing for similar stock market investors as the Company.

In March 2023, the CNG committee approved an updated peer group with which to compare the compensation of the Company’s NEOs, including representation from a broad range of publicly-traded technology companies which align to the current financial and industry profile of the Company. Most of the companies in the peer group are based in the United States. The comparator group was modified during the course of Fiscal 2024 only to remove certain companies (CDK Global, Inc., Nuance Communications, Inc. and Sailpoint Technologies Holdings, Inc.) as they ceased to be publicly traded. The approved comparator group consists of the following companies:


ACI Worldwide, Inc.			Qualys, Inc.
Appian Corporation			Rapid7, Inc.
Blackbaud, Inc.			RingCentral, Inc.
Commvault Systems, Inc.			SecureWorks Corp.
CrowdStrike Holdings, Inc.			SentinelOne, Inc.
Dolby Laboratories, Inc.			Tenable Holdings, Inc.
HubSpot, Inc.			Teradata Corporation
Manhattan Associates, Inc.			Varonis Systems, Inc.
Pegasystems Inc.			Verint Systems Inc.
Progress Software Corporation			Zscaler, Inc.
PTC Inc.

3. Compensation Elements and Company Goals

Base Salary

The base salary for each NEO is generally reviewed annually. Base salaries are determined after considering: experience, expertise, expected future contributions, criticality to the Company, individual performance, salary history prior to joining the Company, and the need to be competitive in the labour market. Mr. Giamatteo received a base salary increase of 22.38% in connection with his promotion to Chief Executive Officer effective December 11, 2023. No other NEO received a base salary increase in Fiscal 2024.

Annual Incentives

VIP Annual Incentive Plan

The VIP is an annual incentive plan designed to link a meaningful portion of the current cash compensation of each NEO, other than Mr. Chen, with the Company’s annual performance objectives by encouraging the NEOs to focus on exceeding established goals. For employees in centralized professional and administrative functions, such as finance, legal and human resources, the VIP is based solely on the achievement of performance objectives for the Company as a whole. For employees in a specific business unit, the VIP is primarily based on objectives tailored to the specific business unit results. The paragraphs that follow describe how the VIP is determined for each NEO other than Mr. Chen, who did not participate in the VIP prior to his retirement effective November 4, 2023.

Determining VIP Target Award Levels. Each NEO has a set target level of annual VIP incentive award as a percentage of the NEO’s base salary. No NEO received a target percentage increase in Fiscal 2024.


Name	Target % of Base Salary for Fiscal 2023	Target % of Base Salary for Fiscal 2024
John Giamatteo	50%	50%
Steve Rai	100%	100%
Mattias Eriksson	40%	40%
Marjorie Dickman	100%	100%
Phil Kurtz	75%	75%

As described below, Messrs. Giamatteo and Eriksson also participate in the SIP. For Messrs. Giamatteo and Eriksson, the total of the VIP target percentage and the SIP target percentage for Fiscal 2024 was 100% and 80%, respectively, both of which totals were unchanged from Fiscal 2023.

Design of the VIP Formula. Under the VIP, an NEO can earn annual incentive compensation that is calculated by multiplying the NEO’s base salary by the annual target percentage. This amount is further adjusted by a Performance Factor, which varies depending on the role of the NEO, the performance of the Company and the performance of the NEO’s applicable business unit, as follows:

NEO Base Salary

Annual Incentive

Target (% of Base Salary)

VIP

Performance Factor

Design of VIP Performance Factor Metrics and Weighting. The VIP performance factor is a function of certain metrics that were established during the first quarter of Fiscal 2024. The performance metrics in the VIP formula were structured to align NEOs’ compensation with the Company’s most critical business objectives for the year. The general corporate performance metrics applicable to Messrs. Rai and Kurtz and Ms. Dickman for Fiscal 2024 were:


Performance Metric			Weighting
Software and Services Revenue			50%
Operating Cash Flow			20%
Corporate Earnings Per Share			20%
Corporate Diversity, Equity & Inclusion (DEI) – Gender			5%
Corporate Diversity, Equity & Inclusion (DEI) – Diversity			5%

The Software and Services revenue metric consisted of revenue from the Company’s Cybersecurity and IoT business units, collectively. The Corporate earnings per share metric referred to earnings per share as reported by the Company on a non-GAAP basis. The Corporate DEI – Gender metric referred to the representation of women as a percentage of the Company’s global employee base in comparison to a global software industry benchmark. The Corporate DEI – Diversity metric referred to the representation of racialized persons as a percentage of the Company’s North American employee base in comparison to North American technology industry benchmarks. The Company did not use its global employee base for this metric as the relevant information is only collected on a consistent basis with respect to employees in North America.

The performance metrics applicable to Mr. Giamatteo for Fiscal 2024 were:


Performance Metric			Weighting
Cybersecurity Revenue			30%
Cybersecurity Billings (ACV)			30%
Cybersecurity Controllable Contribution Margin			20%
Corporate Earnings Per Share			10%
Corporate Diversity, Equity & Inclusion (DEI) – Gender			5%
Corporate Diversity, Equity & Inclusion (DEI) – Diversity			5%

The performance metrics applicable to Mr. Eriksson for Fiscal 2024 were:


Performance Metric			Weighting
IoT Revenue			60%
IoT Controllable Contribution Margin			20%
Corporate Earnings Per Share			10%
Corporate Diversity, Equity & Inclusion (DEI) – Gender			5%
Corporate Diversity, Equity & Inclusion (DEI) – Diversity			5%

Determine Performance Achievement Multiple. Each performance metric was measured against a pre-determined target and a multiple was assigned for each metric based on actual performance relative to the applicable target (with the multiple determined based on linear interpolation for achievement between performance levels above threshold), using the following scales:


Software and Services Revenue, Cybersecurity Billings (ACV), IoT Revenue		Cybersecurity Revenue
Performance vs. Target	VIP Multiple	Performance vs. Target	VIP Multiple
Below 90%	0.00	Below 95%	0.00
90%-100%	0.25-1.00	95%-100%	0.25-1.00
100%	1.00	100%	1.00
100%-125%	1.00-1.50	100%-125%	1.00-1.50
Above 125%	1.50	Above 125%	1.50
Cybersecurity Controllable Contribution Margin, IoT Controllable Contribution Margin		Operating Cash Flow
Performance vs. Target	VIP Multiple	Performance vs. Target	VIP Multiple
Below 95%	0.00	Below 62%	0.00
95%-100%	0.25-1.00	62%-100%	0.50-1.00
100%	1.00	100%	1.00
100%-125%	1.00-1.25	100%-130%	1.00-1.50
Above 125%	1.25	Above 130%	1.50
Corporate Earnings Per Share		Corporate DEI – Gender, Corporate DEI – Diversity
Performance vs. Target	VIP Multiple	Performance vs. Target	VIP Multiple
Below 93%	0.00	Below 100%	0.00
93%-100%	0.50-1.00	100%	1.00
100%	1.00	Above 100%	1.00
100%-105%	1.00-1.50
Above 105%	1.50

Performance Metric Results. At the end of Fiscal 2024, the performance metrics were reviewed to determine achievement against their respective targets. Based on the performance of the Company in Fiscal 2024, the following performance percentages and multiples were achieved for each of the components described above:


Performance Metric	Performance Achieved	VIP Multiple Achieved
Software and Services Revenue	84%	0.00
Cybersecurity Revenue	84%	0.00
Cybersecurity Billings (ACV)	76%	0.00
Cybersecurity Controllable Contribution Margin	48%	0.00
IoT Revenue	85%	0.00
IoT Controllable Contribution Margin	88%	0.00
Operating Cash Flow	97%	0.96
Corporate Earnings Per Share	105%	1.50
Software and Services Revenue	84%	0.00
Corporate DEI – Gender	94%	0.00
Corporate DEI – Diversity	101%	1.00

For each NEO other than Mr. Chen, the VIP performance factor is the sum of the weighted multiple achieved for each performance metric applicable to the NEO.

The table below shows the amount of the annual VIP awards earned and payable to the NEOs in April 2024 in respect of Fiscal 2024 performance.


Name	VIP Amount	Weighted Performance Achieved vs. Target
John Chen1	$1,355,191	N/A
John Giamatteo	$60,033	20.00%
Steve Rai2	$240,928	54.21%
Mattias Eriksson	$42,000	20.00%
Marjorie Dickman	$233,409	54.21%
Phil Kurtz3	$132,931	54.21%

1 Mr. Chen did not participate in the VIP. Mr. Chen’s employment agreement provided for the payment of an annual cash bonus of not less than $2,000,000 (the “Chen Cash Bonus”). For Fiscal 2024, Mr. Chen’s annual cash bonus was prorated based on the number of active days between March 1, 2023 and his retirement effective November 4, 2023.

2 Mr. Rai’s VIP cash bonus of CDN $325,264 has been converted to U.S. dollars using the Bank of Canada average rate for Fiscal 2024 of $1.00 = CDN $1.3500.

3 Mr. Kurtz’s VIP cash bonus of CDN $179,464 has been converted to U.S. dollars using the Bank of Canada average rate for Fiscal 2024 of $1.00 = CDN $1.3500.

SIP Annual Incentive Plan

The SIP is an annual incentive plan designed to link a meaningful portion of the current cash compensation of each NEO in a commissioned sales function with the Company’s annual sales-related objectives by encouraging the NEOs to focus on exceeding established targets. For Fiscal 2024, Mr. Giamatteo had a target level of annual SIP incentive award that was equal to 50% of his base salary, such that the total of his SIP target percentage and VIP target percentage was 100% of his base salary. Mr. Eriksson had a target level of annual SIP incentive award that was equal to 40% of his base salary, such that the total of his SIP target percentage and VIP target percentage was 80% of his base salary. None of the other NEOs participated in the SIP in Fiscal 2024.

Design of the SIP Formula. Under the SIP, Messrs. Giamatteo and Eriksson can earn annual incentive compensation that is calculated by multiplying their base salary by their annual target percentage. This amount is further adjusted by a SIP performance factor, which is aligned to the performance of their respective business units, as follows:

NEO Base Salary

Annual Incentive

Target (% of Base Salary)

SIP

Performance

Factor

Design of SIP Performance Factor Metrics and Weighting.

The performance metrics applicable to Mr. Giamatteo for Fiscal 2024 were:


Performance Metric			Weighting
Cybersecurity Revenue			50%
Cybersecurity Billings (ACV)			50%

The performance metric applicable to Mr. Eriksson for Fiscal 2024 was:


Performance Metric			Weighting
IoT Revenue			100%

Determination of SIP Performance Achievement Multiplier. For the performance metric, a multiplier is determined based on actual performance, expressed as a percentage of achievement relative to the applicable target, as follows:


Cybersecurity Revenue, IoT Revenue		Cybersecurity Billings (ACV)
Performance vs. Target	SIP Multiplier	Performance vs. Target	SIP Multiplier
0-100%	1.00	0-100%	1.00
Above 100%	3.00	100%-120%	2.00
		120%-165%	2.50
		Above 165%	1.00

Performance Metric Results. Based on the achievement of the SIP performance metric against target in Fiscal 2024, the following performance percentage, SIP multiplier and SIP performance factor were achieved:


Performance Metric	Performance Achieved	SIP Multiplier	SIP Performance Factor
Cybersecurity Revenue	83.67%	1.00	0.8367
Cybersecurity Billings (ACV)	75.57%	1.00	0.7557
IoT Revenue	84.52%	1.00	0.8452

The table below shows the amount of the annual SIP awards earned and payable to the NEOs for Fiscal 2024.


Name	SIP Amount	Percentage of Target Achieved
John Giamatteo	$244,053	81.31%
Mattias Eriksson	$177,492	84.52%

Chief Executive Officer Incentive Award

In connection with his promotion to Chief Executive Officer, Mr. Giamatteo also became eligible to earn one-time, performance-based cash incentives in Fiscal 2025, as follows:

•Upon the successful separation of the Cybersecurity and IoT business units, completed to the reasonable satisfaction of the Board: (i) $262,500, if separation is completed on or before April 8, 2024; (ii) $218,750, if

separation is completed thereafter but no later than May 8, 2024; and (iii) $175,000, if separation is completed thereafter but no later than June 8, 2024; and

•$175,000 upon the Company’s achievement of breakeven or positive operating cash flow in the first quarter of Fiscal 2025.

As of the Record Date, neither incentive amount has been earned.

Long-Term Incentive Compensation

Long-term incentive compensation continues to be a significant element of total compensation for the NEOs in order to align the interests of NEOs with the achievement of the Company’s long-term business objectives and the interests of shareholders. The awards to NEOs are also granted in recognition of the importance of an NEO to the Company’s future, the desire to create retention value with each NEO and the individual performance of each NEO, in each case, at the time the equity awards were granted. The Company and the CNG Committee believe that the long-term incentive compensation element of the Company’s compensation program needs to be competitive relative to the Company’s comparator group, and that it is imperative to executing the Company’s strategy in an intensely competitive industry and to attracting and retaining key talent.

John Chen Long-Term Incentive Award

In Fiscal 2019, the Board approved an agreement to extend Mr. Chen’s leadership of the Company (the “Chen Extension”), which provided Mr. Chen with incentives to remain as Executive Chair until November 3, 2023 through an award of time-based RSUs (the “Extension TBRSUs”), long-term performance-based RSUs (the “Extension PBRSUs”) and a performance-based cash award (the “Extension Cash Award”). Mr. Chen’s base salary, short-term cash incentive and benefits did not change under the Chen Extension or at any time thereafter.

Annual Long-Term Incentive Awards

On an annual basis, the CNG Committee reviews the long-term incentive compensation of NEOs other than Mr. Chen. This review takes into consideration total compensation and external market factors, including comparator group information. The quantum or dollar value of options to acquire Common Shares (“Options”) or RSUs granted depends on, among other things, the position, level and performance of the individual, as well as comparator group information and the Company’s past grants to the individual.

Following a survey of long-term incentive market practices, long-term incentive awards for Fiscal 2024 were granted to Messrs. Giamatteo, Rai, Eriksson and Kurtz and Ms. Dickman, half of which were granted as time-based RSUs (“TBRSUs”) vesting on a straight-line basis in annual installments over three years, and half of which were granted as PBRSUs. The PBRSUs will vest entirely, partially or not at all on the third anniversary of the grant date depending on the Company’s total shareholder return on the NYSE as compared to the performance of the S&P Software & Services Select Industry Index and on the Company’s attainment of its annual adjusted EBITDA margin percentage targets. Each PBRSU grant specifies a target award, reflecting the number of PBRSUs that will vest if 100% of the targets approved by the Board are achieved, and a maximum possible award of 150% of the target award. For Fiscal 2024 grants, to help better align NEO incentives with long-term shareholder returns the CNG Committee determined to include a market-based total shareholder return performance metric in the Company’s PBRSU design for the first time since Fiscal 2017.

A percentage of the target award is eligible to vest based on the Company’s total shareholder return on the NYSE as compared to the performance of the S&P Software & Services Select Industry Index for the period of three years beginning with and including the day in which the award is granted, as follows: (i) if the Company achieves less than 90% of the applicable target, then none of the PBRSUs related to relative total shareholder return will vest; (ii) if the Company achieves between 90% and 100% of the applicable target, then between 52.5% and 70% of the target PBRSUs will vest based on linear interpolation to reflect the percentage of achievement (such that, for example, 90% achievement would result in 52.5% vesting and 100% achievement would result in 70% vesting); (iii) if the Company

achieves between 100% and 125% of the applicable target, then between 70% and 105% of the target PBRSUs will vest on based on linear interpolation to reflect the percentage of achievement (such that, for example, 100% achievement would result in 70% vesting and 125% achievement would result in 105% vesting); and (iv) if the Company achieves more than 125% of the applicable target, then 105% of the target PBRSUs will vest.

An additional percentage of the target award is eligible to vest based on the Company’s attainment of its adjusted EBITDA margin percentage targets for each of Fiscal 2025, Fiscal 2026 and the first nine months of Fiscal 2027, as follows: (i) if the Company achieves less than 90% of the target for the applicable performance period, then none of the PBRSUs related to EBITDA margin percentage for the period will vest; (ii) if the Company achieves between 90% and 100% of the target for the applicable performance period, then between 22.5% and 30% of the target PBRSUs for the period will vest based on linear interpolation to reflect the percentage of achievement (such that, for example, 90% achievement would result in 22.5% vesting and 100% achievement would result in 30% vesting); (iii) if the Company achieves between 100% and 125% of the target for the applicable performance period, then between 30% and 45% of the target PBRSUs for the period will vest based on linear interpolation to reflect the percentage of achievement (such that, for example, 100% achievement would result in 30% vesting and 125% achievement would result in 45% vesting); and (iv) if the Company achieves more than 125% of the target for the applicable performance period, then 45% of the target PBRSUs for the period will vest.

Interim Long-Term Incentive Awards

In addition to the annual long-term incentive awards, the Company also makes long-term incentive awards on an interim basis in accordance with the policy on granting equity awards that has been adopted by the Board. Awards are generally made in connection with new hires, promotions, acquisitions and in some cases as special incentives, including in recognition of special contributions or for retention purposes. In Fiscal 2024, the only interim award to an NEO was made to Mr. Giamatteo, who was granted a promotion equity award with a grant date value of $6,000,000 on January 2, 2024 in recognition of his promotion to Chief Executive Officer. Of the total promotion award, 45% was granted in the form of TBRSUs, vesting on a straight-line basis in annual installments over three years and the other 55% was granted in the form of PBRSUs, which vest entirely, partially or not at all based on the achievement of the same metrics over the same time periods as the annual long-term incentive awards described immediately above. Of the PBRSUs, 70% vest based on relative total shareholder return performance and 30% vest based on adjusted EBITDA margin goal performance.

Retirement Savings

The Company offers all Canadian-based and U.S.-based NEOs from time to time the opportunity to participate in the group retirement savings plan that is made available to all other Canadian-based and U.S.-based employees. In Fiscal 2024, the Company matched each Canadian-based employee’s contribution to the group registered retirement savings plan (the “Group RRSP”) and each U.S.-based employee’s contribution to the U.S. 401(k) Plan dollar for dollar up to 5% of the employee’s base salary, subject to the Canada Revenue Agency’s current year contribution limit for Canada and the IRS limit in the case of each U.S. employee. Messrs. Rai and Kurtz are the only Canadian-based NEOs. Consistent with the Company’s philosophy, no additional forms of pension plan are offered to the NEOs.

Other Compensation (Benefits & Perquisites)

The NEOs are offered similar benefits to all other employees. In addition, the Company previously agreed to provide Mr. Chen, his spouse and eligible dependents with health coverage following the termination of Mr. Chen’s employment until the later of his death or the death of his spouse. The Company will provide Mr. Chen with a gross-up for any taxes on such post-employment health benefits. The Company also agreed to provide Mr. Chen with post-employment office space and administrative support. No change has been made to Mr. Chen’s post-employment benefits since Fiscal 2017.

4. Clawback of Incentive and Equity-Based Compensation

The Company maintains a policy with respect to the reimbursement of incentive and equity-based compensation. Under the policy, subject to any available exemptions under applicable law or regulation, the Company shall require

reimbursement (on a pre-tax basis) of an NEO’s annual bonus, equity incentive and/or other performance-based compensation in respect of the Company’s most recent three fiscal years if: (i) the Company is required to restate its financial statements to correct a material error due to material non-compliance with applicable financial reporting requirements, and (ii) such compensation exceeded the amount which ought to have been awarded or earned based on the restatement, to the extent of such excess. In such circumstances, wrongdoing on the part of the NEO is not required in order for reimbursement to be triggered. In addition, subject to any available exemptions under applicable law or regulation, the Company shall require reimbursement of an NEO’s annual bonus and/or equity incentive compensation in respect of the immediately preceding one-year period if the Company becomes aware of Misconduct (as defined in the policy).

5. NEO Share Ownership Guidelines

The Company maintains share ownership guidelines of at least four times base salary for the Chief Executive Officer and of at least two times base salary for each other NEO. Under the guidelines, all unvested equity awards and owned shares are counted toward the target. The NEOs have five years from first becoming subject to the guidelines to attain the requisite share ownership levels. If they do not meet the guidelines within such period, they are required to hold at least 50% of their Common Shares obtained (on an after-tax basis) from the settlement of equity awards until such time as the guidelines are satisfied. Messrs. Rai and Kurtz and Ms. Dickman have been subject to the guidelines for less than five years and did not meet the guidelines as of the Record Date.

E. Compensation Risk Management

The mandate of the CNG Committee requires the CNG Committee to review annually the risk management and controls of the Company’s compensation and benefit arrangements, including the administration of the Company’s equity-based plans.

In February 2024, the Company engaged AON Consulting Inc. (“AON”) to assist with a risk assessment of compensation programs and polices related to the NEOs. The compensation risk assessment included interviews with senior management representatives to: (a) identify significant risks, if any; (b) understand the role of compensation in supporting appropriate risk taking; and (c) understand how risk is governed and managed at the Company. AON also reviewed documentation relating to the Company’s existing risk management processes, Board and committee mandates, plan documentation for the Company’s annual and long-term incentive programs, and severance provisions and other contractual arrangements for the NEOs. In addition, AON conducted a compensation risk audit of the Company’s compensation policies and programs using its risk scorecard to identify any risk exposures.

AON’s compensation risk review indicated that the Company’s current compensation programs and practices appear reasonably aligned with its current strategy and are not likely to encourage excessively risky behaviour.

The Company’s compensation programs are designed to align with the Company’s business strategy, product life cycle and risk profile. AON identified the following key risk-mitigating features in the Company’s compensation governance processes and compensation structure:

•Appropriate linkage between pay and business risks. The compensation program is structured to provide both fixed and variable compensation. Base salary provides a steady income so that NEOs do not feel pressured to focus exclusively on short-term goals or stock price, while variable compensation provides the potential for a strong pay-for-performance link. A significant portion of target direct total compensation for NEOs is delivered through variable compensation.

•Linkage with shareholders. Executive compensation is weighted toward variable compensation with a significant performance-based component. Senior management equity awards are split equally between TBRSUs vesting in a straight line over three years, and PBRSUs, which cliff vest at the end of three years, if at all, based on achievement of specified performance goals. The PBRSUs align the interests of the NEOs with those of the shareholders.

•Leveraged upside and downside. Annual incentive payouts and PBRSUs are subject to minimum levels of performance and the potential exists for above-target payouts based on above-target performance up to a specified maximum payout.

•Annual comparison with market peers. On a periodic basis, the Company conducts a complete review of its compensation strategy, including the pay philosophy and program design, in light of business requirements, market practice, proxy advisory guidelines and governance considerations. In March 2023, the compensation peer group was updated to better match companies in size and industry and to more closely align to externally-recommended peers. No changes were made to the compensation peer group later in Fiscal 2024 other than to remove companies that ceased to be publicly traded.

•Cash bonus plan maximum payout. For NEOs, the VIP has a maximum payout multiplier of 1.45x target and the SIP has a maximum payout multiple of 3x target (except Mr. Eriksson, whose SIP does not have a maximum payout) such that the payout is limited by, and proportional to, business unit performance.

•Balance of performance metrics. In Fiscal 2024, the VIP provided a mix of financial and non-financial performance metrics while the SIP was aligned with the principal business units’ targets for billings and revenue, aligning NEOs to the Company’s annual strategic goals. The PBRSUs included metrics and measurement periods that align NEOs with the Company’s long-term business interests and the interests of shareholders. These metrics provided a balanced approach that focused executives on the Company’s overall strategic plan rather than only on revenue without regard to cost or to the quality and timing of performance.

•Alignment with annual budget. The Company develops the annual compensation programs in alignment with the annual operating plan and regularly tracks the cost of the compensation programs as compared to the plan.

•Targets and definitions for each metric defined at beginning of performance cycle. The performance goals for incentives are approved by the CNG Committee at the beginning of the performance cycle. Each financial and non-financial metric is clearly defined and communicated to the applicable business unit leader.

•Audit process for performance results. The Company regularly reviews, tracks and reports to the CNG Committee on performance against established metrics and on potential compensation payouts to effectively identify any misalignment and manage any inherent risks.

•Validation of payout calculations. Payout calculations are audited and provided to the CNG Committee for review.

•Policy for timing of equity grants. The Board has adopted a policy on granting equity awards with guidelines governing the timing of equity grants and has adhered to such policy.

•Independent advisor. The CNG Committee uses an independent advisor on an as-needed basis to provide an external perspective on market changes and best practices related to compensation design, governance and compensation risk management. In Fiscal 2024 the CNG Committee engaged Mercer to provide executive rewards advisory services and pay benchmarking.

•Clawback policy. The Company’s policy covers recoupment of incentive and equity-based compensation in certain circumstances in connection with financial restatements and misconduct. In Fiscal 2024, the Company’s policy was amended to ensure compliance with NYSE listing standards.

•Anti-hedging policy. The Company’s Insider Trading Policy prohibits any officer or director from engaging in any kind of hedging or equity monetization strategy that could reduce or limit his or her economic risk with respect to his or her holdings, ownership or interest in or to Company securities. The policy specifies that hedging transactions include trades in derivative securities that are designed to hedge or offset a decrease in the market value of Company securities. The Company is not aware of any of its current NEOs or directors engaging in any hedging activities or share pledging.

•Share ownership guidelines. The Chief Executive Officer is required to maintain at least four times his salary in Company equity (at least two times salary for other NEOs) to help align his interests with shareholders and the longer-term performance of the Company.

•Non-binding shareholder Advisory Vote on Executive Compensation. The Company has an annual Advisory Vote on Executive Compensation which allows for shareholders to express approval or disapproval of the approach to executive compensation. See “Business to be Transacted at the Meeting – 4. Advisory Vote on Executive Compensation” in this Management Proxy Circular.

F. Executive Compensation Tables

Summary Compensation Table

The following table provides a summary of the total compensation awarded to, earned by, paid to, or payable to, each NEO of the Company for Fiscal 2024, Fiscal 2023 and Fiscal 2022.


Summary Compensation Table1
Name and Principal Position	Year2	Salary ($)	Bonus3, 4 ($)	Equity Awards5 ($)	Non-equity Incentive Plan Compensation ($)	All Other Compensation 6 ($)	Total ($)
John Giamatteo Chief Executive Officer and President, Cybersecurity	2024	600,328	–	7,499,993	304,0867	12,926	8,417,333
	2023	559,342	–	1,499,999	263,9088	7,573	2,330,822
	2022	223,014	229,1669	5,205,964	–	1,421	5,659,565
John Chen Former Executive Chair and Chief Executive Officer10	2024	677,596	1,355,191	–	–	8,808	2,041,594
	2023	1,000,000	2,000,000	–	–	15,850	3,015,850
	2022	1,000,000	2,000,000	–	–	17,877	3,017,877
Richard Lynch Board Chair and Former Interim Chief Executive Officer11	2024	–	–	25,00012	–	218,01013	243,010
Steve Rai Chief Financial Officer	2024	444,428	360,000	692,335	240,928	11,160	1,748,851
	2023	430,510	–	767,266	82,916	11,470	1,292,162
	2022	413,107	170,682	705,358	14,181	14,423	1,317,750
Mattias Eriksson President, IoT	2024	525,000	–	799,999	219,49214	16,500	1,560,991
	2023	510,616	–	799,997	365,61515	15,442	1,691,671
	2022	413,699	38,888	3,780,874	135,50716	4,808	4,373,775
Marjorie Dickman Chief Government Affairs and Public Policy Officer	2024	430,560	–	299,995	233,409	16,800	980,764
	2023	422,183	–	324,995	81,312	15,662	844,152
	2022	407,014	81,403	303,672	20,351	17,200	829,638
Phil Kurtz Chief Legal Officer and Corporate Secretary	2024	326,951	200,000	395,623	132,931	11,444	1,066,950
	2023	306,231	–	1,032,027	39,598	13,940	1,391,796
	2022	264,645	33,081	96,975	6,616	12,113	413,430

1 Other than as noted below, all compensation paid in Canadian dollars to Messrs. Rai and Kurtz was converted to U.S. dollars using the Bank of Canada average rate of $1.00 = CDN $1.2528 for Fiscal 2022, $1.00 = CDN $1.3135 for Fiscal 2023 and $1.00 = CDN $1.3500 for Fiscal 2024.

2 Fiscal 2022 covers the period from March 1, 2021 to February 28, 2022, inclusive, Fiscal 2023 covers the period from March 1, 2022 to February 28, 2023, inclusive and Fiscal 2024 covers the period from March 1, 2023 to February 29, 2024, inclusive.

3 Amounts in this column paid or made payable in respect of Fiscal 2022, Fiscal 2023 and Fiscal 2024 include the Chen Cash Bonus, the discretionary portion of VIP awards for Messrs. Rai, Eriksson and Kurtz and Ms. Dickman in respect of Fiscal 2022, guaranteed VIP and SIP awards in respect of Fiscal 2022 for Mr. Giamatteo pursuant to his initial employment agreement as President, Cybersecurity dated August 4, 2021 (the “2021 Giamatteo Agreement”), and a merit lump sum payment for Mr. Kurtz in respect of Fiscal 2022.

4 Amounts in this column include discretionary awards provided to Messrs. Rai and Kurtz in recognition for their contributions towards the Malikie Patent Sale completed in Fiscal 2024. These awards in the amount of $360,000 and $200,000, respectively, were paid in the first quarter of Fiscal 2025.

5 TBRSU awards granted in Fiscal 2023 were valued using the fair market value of Common Shares on the NYSE of $5.75 on June 24, 2022, $4.99 on September 28, 2022, $3.52 on January 6, 2023, and $3.43 on January 2, 2024, as applicable. The calculated fair value of the PBRSUs granted in Fiscal 2024 was assumed to be, and accounted for, at market price at the date of grant. These values were determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Company’s financial statements. This column reflects the value of the target award granted in respect of the PBRSUs based on the determination that performance at target would be the probable outcome of the performance condition. The grant date fair value calculated based on performance at the maximum award level for the PBRSUs granted in Fiscal 2024 would be $9,524,987 for Mr. Giamatteo, $865,419 for Mr. Rai, $999,996 for Mr. Eriksson, $374,992 for Ms. Dickman and $494,527 for Mr. Kurtz.

6 Amounts in this column include Company contributions to retirement savings plans for each NEO during Fiscal 2022, Fiscal 2023 and Fiscal 2024 in connection with the NEO’s participation in the Group RRSP or 401(k) Plan, in addition to wellness reimbursements and Bring-Your-Own-Phone (BYOP) device reimbursements for each of these respective years.

7 Amount includes both Fiscal 2024 VIP of $60,033 and Fiscal 2024 SIP of $244,053 for Mr. Giamatteo.

8 Amount includes both Fiscal 2023 VIP of $13,984 and Fiscal 2023 SIP of $249,924 for Mr. Giamatteo.

9 Amount includes both Fiscal 2022 VIP of $114,583 and Fiscal 2022 SIP of $114,583 for Mr. Giamatteo, which were previously guaranteed pursuant to the 2021 Giamatteo Agreement.

10 Mr. Chen retired as Executive Chair and Chief Executive Officer effective November 4, 2023.

11 Richard Lynch served as Interim Chief Executive Officer from November 4, 2023 to December 11, 2023.

12 Amount represents grant date value of the DSU award that Mr. Lynch received for his services as Interim Chief Executive Officer.

13 Amount represents compensation paid in DSU awards to Mr. Lynch for his service as a director and Board Chair in Fiscal 2024.

14 Amount includes both Fiscal 2024 VIP of $42,000 and Fiscal 2024 SIP of $177,492 for Mr. Eriksson.

15 Amount includes both Fiscal 2023 VIP of $163,254 and Fiscal 2023 SIP of $202,361 for Mr. Eriksson.

16 Amount includes both Fiscal 2022 VIP of $2,482 and Fiscal 2022 SIP of $133,025 for Mr. Eriksson.

Grants of Plan-Based Awards Table

The following table provides information on VIP, SIP and equity awards granted in Fiscal 2024 to each NEO who received any such awards:

Name

Grant Date

in Fiscal 2024

Approval Date in Fiscal 2024

Description

Estimated Future Payouts

under Non-Equity Incentive

Plan Awards1

Estimated Future Payouts under Equity Incentive Plan Awards2

All Other Stock Awards: Number of Shares of Stock or Units (#)

Grant Date Fair Value of Stock Awards ($)

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

John Giamatteo

FY2024 VIP

15,008

300,164

420,230

–

FY2024 SIP

300,164

900,492

–

January 2

December 20

TBRSUs3

–

787,172

2,700,000

January 2

December 20

PBRSUs3

–

72,157

962,099

1,443,148

–

3,300,000

January 2

December 20

TBRSUs4

–

218,658

749,997

January 2

December 20

PBRSUs4

–

16,399

218,658

327,986

–

749,997

Richard Lynch5

February 29

DSUs

–

22,698

63,889

January 2

December 20

DSUs

–

7,288

25,000

November 30

DSUs

–

14,672

54,121

August 31

DSUs

–

8,952

50,000

May 31

DSUs

–

9,259

50,000

Steve Rai

FY2024 VIP

22,221

444,428

644,421

–

January 2

December 20

TBRSUs

–

102,040

346,167

January 2

December 20

PBRSUs

–

7,653

102,040

153,060

–

346,167

Mattias Eriksson

FY2024 VIP

10,500

210,000

294,000

–

FY2024 SIP

210,000

N/A6

–

January 2

December 20

TBRSUs

–

116,618

400,000

January 2

December 20

PBRSUs

–

8,746

116,618

174,926

–

400,000

Marjorie Dickman

FY2024 VIP

21,528

430,560

624,312

–

January 2

December 20

TBRSUs

–

43,731

149,997

January 2

December 20

PBRSUs

–

3,279

43,731

65,596

–

149,997

Phil Kurtz

FY2024 VIP

12,261

245,213

355,559

–

January 2

December 20

TBRSUs

–

58,309

197,811

January 2

December 20

PBRSUs

–

4,373

58,309

87,463

–

197,811

1 Non-equity incentive plan awards are short-term incentives that may be earned under the Fiscal 2024 VIP and SIP.

2 For PBRSUs granted in Fiscal 2024, NEOs may earn 7.5% of the target award upon attainment of minimum threshold performance and up to 150% of the target award upon attainment of maximum performance.

3 This grant represented a promotion award to Mr. Giamatteo in recognition of his promotion to Chief Executive Officer.

4 This grant represented an annual long-term incentive award made to Mr. Giamatteo pursuant to the 2021 Giamatteo Agreement.

5 Mr. Lynch received an award of 7,288 DSUs on January 2, 2024 for his service as Interim Chief Executive Officer. The other DSU awards were granted for his service as a director and Board Chair in Fiscal 2024.

6 There was no payout maximum for the Fiscal 2024 SIP for Mr. Eriksson, although the payout was limited by the performance of the Company.

Outstanding Equity Awards at Fiscal Year-End Table

The following table provides a summary of the outstanding equity awards for each of the NEOs and the amounts reflected were valued using the NYSE closing price of the Common Shares as of February 29, 2024 of $2.78:


Name	Grant Date	Number of Shares or Units of Shares That Have Not Vested (#)1	Market Value of Shares or Units of Shares That Have Not Vested ($)	Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)2	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
John Giamatteo	January 2, 2024	787,172	2,188,338	962,099	2,674,635
	January 2, 2024	218,658	607,869	218,658	607,869
	January 6, 2023	142,045	394,885	213,068	592,329
	February 1, 2022	106,723	296,690	-	-
Steve Rai	January 2, 2024	102,040	283,671	102,040	283,671
	January 6, 2023	71,022	197,441	106,534	296,165
	February 1, 2022	14,229	39,557	4,871	13,541
Mattias Eriksson	January 2, 2024	116,618	324,198	116,618	324,198
	January 6, 2023	75,757	210,604	113,636	315,908
	February 1, 2022	16,008	44,502	5,479	15,232
	June 28, 2021	39,062	108,592	129,069	358,812
Marjorie Dickman	January 2, 2024	43,731	121,572	43,731	121,572
	January 6, 2023	30,776	85,557	46,164	128,336
	February 2, 2022	6,225	17,306	2,131	5,924
Phil Kurtz	January 2, 2024	58,309	162,099	58,309	162,099
	September 28, 2022	53,440	148,563	80,160	222,844
	June 24, 2022	34,782	96,694	-	-
	February 1, 2022	1,956	5,438	670	1,863

1 The following table provides the vesting schedules, as of February 29, 2024, for TBRSUs and for PBRSUs in respect of which the performance period is complete but the units remain unvested:


Grant Date			Outstanding Vesting Dates
January 2, 2024			TBRSUs vesting 1/3 January 2, 2025, 1/3 January 2, 2026 and 1/3 January 2, 2027
January 6, 2023			TBRSUs vesting 1/2 January 6, 2025 and 1/2 January 6, 2026
September 28, 2022			TBRSUs vesting 1/2 September 28, 2024 and 1/2 September 28, 2025
June 24, 2022			TBRSUs vesting June 24, 2025
February 1, 2022			TBRSUs and PBRSUs vesting January 3, 2025
June 28, 2021			TBRSUs and PBRSUs vesting June 28, 2024

2 Unearned PBRSUs are based on target achievement. The following table provides the vesting schedules for unearned PBRSUs with outstanding vesting dates as of February 29, 2024:


Grant Date			Outstanding Vesting Dates
January 2, 2024			Vesting January 2, 2027
January 6, 2023			Vesting January 6, 2026
September 28, 2022			Vesting September 28, 2025

Options Exercised and Stock Vested during Fiscal 2024

The following table provides a summary of the value of RSUs that vested during Fiscal 2024. None of the NEOs held Options during Fiscal 2024.


Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)1
John Giamatteo	177,746	586,923
John Chen	1,000,000	3,740,000
Steve Rai	72,011	242,770
Mattias Eriksson	92,949	372,493
Marjorie Dickman	119,869	509,121
Phil Kurtz	32,017	146,385

1RSUs were valued using the fair market value of Common Shares on the vesting date. RSUs held by Messrs. Giamatteo, Chen and Eriksson and Ms. Dickman were valued using the fair market value on the NYSE while RSUs held by Messrs. Rai and Kurtz were valued using the fair market value on the TSX and converted to U.S. dollars using the Bank of Canada closing rate on the day of vest (September 28, 2023 of $1.00 = CDN $1.3493, December 21, 2023 of $1.00 = CDN $1.3311, January 3, 2024 of $1.00 = CDN $1.3356 and January 6, 2024 of $1.00 = CDN $1.3347).

G. Employment Arrangements, Termination and Change of Control Benefits

This section summarizes details of provisions in employment contracts and long-term incentive plans that would trigger payments by, or confer benefits from, the Company to its current NEOs upon termination, a change of control or retirement. The Company has change of control and severance guidelines that cover the NEOs and certain other senior executives. These guidelines are designed to retain key members of management for the benefit of the Company and its shareholders by providing the executives with base line protection in the event of a termination of their employment without cause, including in connection with a change of control.

1. Employment Arrangements

Mr. Giamatteo is employed as Chief Executive Officer of BlackBerry Limited and President, Cybersecurity under a written employment contract that was entered into on December 8, 2023. Mr. Rai is employed as Chief Financial Officer under a written employment contract that was entered into on September 23, 2019, as amended on February 3, 2020, May 28, 2020, March 30, 2021 and June 27, 2022. Mr. Eriksson is employed as President, IoT under a written employment contract that was entered into on April 14, 2021. Ms. Dickman is employed as Chief Government Affairs and Public Policy Officer under a written employment contract that was entered into on January 1, 2020, as amended January 7, 2021. Mr. Kurtz is employed as Chief Legal Officer and Corporate Secretary under a written employment contract that was entered into on June 27, 2022. Their respective employment agreements provide for the following:


Termination without Cause or for Good Reason – General			•Company will provide: •current base salary for 12 months, plus one month of base salary per completed year of service, to a maximum of 24 months from the date of termination (the “Severance Period”); •regular contributions to continue all health benefits for the duration of the Severance Period (to the extent permitted); •all outstanding entitlements pursuant to any Company equity-based plans continue to vest during the Severance Period, and any vested Options will be exercisable in accordance with the terms of the governing plan or grant agreement; and •VIP and (in the cases of Messrs. Giamatteo and Eriksson) SIP payment for the fiscal year in which termination occurs, prorated for the period up to the date of termination.



Termination without Cause or for Good Reason – during negotiation of or within 24 months following a Change of Control			•Company will make a lump sum payment equal to two times base salary. •Company will continue to make regular contributions to continue all health benefits for 24 months (to the extent permitted). •In lieu of any bonus or incentive compensation, Company will pay an amount equal to base salary as of the date of termination, multiplied by the then current applicable VIP and (in the cases of Messrs. Giamatteo and Eriksson) SIP target percentage, and then multiplied by two. •All outstanding equity will immediately and automatically become fully vested at the target award and any vested Options will be exercisable for the applicable period of time under the governing plan or grant agreement.
Voluntary resignation or Termination for Cause			•No entitlement to compensation except for unpaid base salary, vacation earned to date of termination and reasonable unpaid expenses. All benefits cease on date of termination.

With respect to each NEO, “good reason” means any of the following: (i) a material and detrimental alteration of the NEO’s position, duties or responsibilities with the Company; (ii) a reduction in the NEO’s base salary of at least 10%, except where such reduction is part of a general reduction in the base salary of all members of the executive officers of the Company which does not occur following a change of control and affects the NEO in substantially the same manner as the other executive officers of the Company; (iii) the failure to continue the NEO’s participation in any share option, share purchase, profit sharing, bonus or other incentive compensation plan unless the Company provides replacement arrangements which are comparable in the aggregate; (iv) a material breach of the NEO’s employment contract by the Company which is not cured by the Company within 15 days, except in the case of Ms. Dickman, in respect of whom this clause (iv) does not apply; (v) the Company relocating the NEO’s principal office to a location more than 50 kilometers or 50 miles, as applicable, from its location as of the date of the employment contract, except in the case of Messrs. Giamatteo and Eriksson and Ms. Dickman, in respect of whom this clause (v) does not apply.

For all of the NEOs, no entitlements arise solely if a change of control occurs without termination either during negotiation with the eventual acquiror or within 24 months after the change of control.

If the termination clauses under the respective employment contracts of the NEOs had been triggered on the last day of Fiscal 2024, the value of their entitlements would have been as follows:


	Base Salary	Bonus	Benefits	Retirement Savings1	Long-Term Incentive Awards2	Total
Termination – Without Cause or for Good Reason
John Giamatteo	$816,667	$304,086	$28,182	–	$1,426,204	$2,575,138
Steve Rai3	$777,749	$240,928	$15,614	–	$246,378	$1,280,668
Mattias Eriksson	$612,500	$219,492	$27,911	–	$740,509	$1,600,411
Marjorie Dickman	$538,200	$233,409	$10,937	–	$106,532	$889,078
Phil Kurtz3	$653,902	$132,931	$16,123	–	$583,469	$1,386,426


	Base Salary	Bonus	Benefits	Retirement Savings1	Long-Term Incentive Awards2	Total
Termination – Change of Control6
John Giamatteo	$1,400,000	$1,400,000	$48,312	–	$7,362,616	$10,210,928
Steve Rai3	$888,856	$888,856	$17,844	–	$1,114,046	$2,909,603
Mattias Eriksson	$1,050,000	$840,000	$47,847	–	$1,702,047	$3,639,893
Marjorie Dickman	$861,120	$861,120	$17,499	–	$480,267	$2,220,006
Phil Kurtz3	$653,902	$490,427	$16,123	–	$799,600	$1,960,052

1Retirement savings entitlements are based upon the maximum annual employer contributions for 2024 and prorated for each NEO’s respective entitlement period.

2In the case of a termination without cause or for good reason, absent a change of control for the NEOs, the equity awards do not accelerate and will continue to vest for a period of 14 months after termination in the case of Messrs. Giamatteo and Eriksson, 21 months after termination in the case of Mr. Rai, 15 months after termination in the case of Ms. Dickman and 24 months after termination in the case of Mr. Kurtz. This column reflects numbers and values if the PBRSUs were to vest, based on the performance achievement where known and the target awards for all others. For those PBRSUs that were granted to Mr. Eriksson on June 28, 2021, the PBRSU achievement was 110% of the target award; for those PBRSUs that were granted to Mr. Giamatteo on February 1, 2022, the PBRSU achievement was 0% of the target award; and, for the remainder of the PBRSUs that were granted in Fiscal 2022, the PBRSU achievement was 11% of the target award. In the event of the death of an NEO, all of the NEO’s TBRSUs will automatically vest and all of the NEO’s PBRSUs will automatically vest at the target award amount. Share-based amounts in this column were valued using the NYSE closing price of the Common Shares as of February 29, 2024 of $2.78.

3All compensation paid in Canadian dollars has been converted to U.S. dollars using the Bank of Canada average rate for Fiscal 2024 of $1.00 = CDN $1.3500.

4The amounts under the heading “Termination – Change of Control” are in respect of a termination without cause or for good reason within 24 months following a change of control or during negotiations with the eventual acquiror in the change of control.

2. Long-Term Incentive Plans

The Equity Incentive Plan includes provisions relating to a change of control of the Company and termination of employment. See “Securities Authorized for Issuance Under Equity Compensation Plans – Equity Incentive Plan – Termination Entitlements” in this Management Proxy Circular for more information.

H. CEO Pay Ratio

For Fiscal 2024, the annual total compensation of the Company’s Chief Executive Officer, Mr. Giamatteo, was $8,417,333 and the total compensation of the Company’s median employee was $96,876 and the ratio of these amounts is approximately 87:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the U.S. Exchange Act.

To determine median employee compensation, the Company analyzed all of its employees using base salary, bonuses, commissions and the grant date fair value of equity awards in Fiscal 2024. The Company applied this measure to the Company’s global employee population as of February 29, 2024, the last day of Fiscal 2024, and annualized compensation for regular employees that did not work for the full year. After identifying the median employee, the Company calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our NEOs in the Summary Compensation Table on page 36. Compensation amounts were determined from the Company’s human resources and payroll systems of record. Payments not made in U.S. dollars were converted to U.S. dollars using applicable exchange rates as of February 29, 2024.

Compensation, Nomination and Governance Committee Report

The CNG Committee reviewed and discussed this Compensation Discussion and Analysis with management of the Company. Based on the review and discussions noted above, the CNG Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Management Proxy Circular.

Members of the Compensation, Nomination and Governance Committee

Mike Daniels (Chair), Philip Brace and Richard Lynch.

PAY FOR PERFORMANCE

Pursuant to SEC rules, the Company is providing the following information about the relationship between compensation actually paid to the Company’s Principal Executive Officers since Fiscal 2021 (each, a “PEO”), Messrs. Giamatteo and Chen, and other Named Executive Officers (collectively, the “non-PEO NEOs”) and certain financial performance metrics of the Company.


Fiscal Year	Summary Compensation Table Total for PEO1 ($)		Compensation Actually Paid to PEO2 ($)		Average Summary Compensation Table Total for Non-PEO NEOs3, 4 ($)	Average Compensation Actually Paid to Non PEO NEOs2, 3 ($)	Value of Initial Fixed $100 Investment Based On:		Net Income7 (MM $)	Company Selected Measure (Revenue)7 (MM $)
	Giamatteo	Chen	Giamatteo	Chen			Total Shareholder Return5 ($)	Peer Group Total Shareholder Return6 ($)
(a)	(b)		(c)		(d)	(e)	(f)	(g)	(h)	(i)
2024	8,417,333	2,041,594	11,774,358	(12,728,406)	1,339,389	699,466	53.77	157.22	(130)	853
2023		3,015,850		(15,424,150)	1,676,613	1,108,219	75.05	124.34	(734)	656
2022		3,017,877		(43,182,123)	3,128,467	3,572,235	132.88	129.90	12	718
2021		3,006,608		36,376,608	3,146,625	11,502,635	194.39	111.05	(1,104)	893

1 The dollar amounts reported in columns (b) are the amounts of total compensation reported for Messrs. Giamatteo and Chen for each corresponding fiscal year in the “Total” column of the Summary Compensation Table (the “SCT”). For Fiscal 2024, Mr. Chen held the position of PEO from March 1, 2023 to and including November 3, 2023; Mr. Lynch held the position of interim PEO from November 4, 2023 to December 11, 2023; and John Giamatteo held the position of PEO from December 11, 2023 to February 29, 2024. Mr. Lynch received a DSU award with a grant date value of $25,000 for his service as interim PEO.

2 The amounts shown in the table below were deducted from or added to the SCT total compensation, as applicable, in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (“CAP”) to the PEO and the average CAP to the non-PEO NEOs.

3 The non-PEO NEOs reflected in columns (d) and (e) include the following individuals: Steve Rai (2021-2024); John Giamatteo (2022-2023); Mattias Eriksson (2022-2024); Phil Kurtz (2023-2024); Sai Yuen (Billy) Ho (2021-2022); Tom Eacobacci (2021); and Marjorie Dickman (2021, 2024).

4 The dollar amounts reported in column (d) reflect the average amounts of total compensation reported for non-PEO NEOs for each corresponding fiscal year in the “Total” column of the SCT.

5 Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and at the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The Company did not pay any dividends during the last four fiscal years.

6 Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group for which the TSR is provided in column (g) is the Standard and Poor’s Software & Services Select Industry Index for Fiscal 2024 and the Standard and Poor’s TSX Capped Composite Index for Fiscal 2021-2023. The peer group index was updated in Fiscal 2024 to an index that is more appropriate for the Company based on the market capitalization and other characteristics of its constituent companies. The Fiscal 2024 TSR for the previous peer group was $131.36.

7 As reported in the Company’s 10-K report for the respective fiscal year.

Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid

In accordance with SEC rules, the following adjustments were made to the Summary Compensation Table total compensation to determine the Compensation Actually Paid for the PEOs and average non-PEO NEO for each year:


	Giamatteo FY2024 ($)	Chen FY2024 ($)	Chen FY2023 ($)	Chen FY2022 ($)	Chen FY2021 ($)	Non-PEO NEO Average FY2024 ($)	Non-PEO NEO Average FY2023 ($)	Non-PEO NEO Average FY2022 ($)	Non-PEO NEO Average FY2021 ($)
Summary Compensation Table Total Compensation	8,417,333	2,041,594	3,015,850	3,017,877	3,006,608	1,339,389	1,676,613	3,128,467	3,146,625
(Minus) total reported fair value of all equity awards granted in year	(7,499,993)	0	0	0	0	(546,988)	(1,024,822)	(2,536,926)	(2,532,909)
Plus fair value as of year-end of equity awards granted in year and outstanding and unvested as of year-end	6,078,712	0	0	0	0	445,770	1,029,731	1,910,152	5,382,283
Plus or (Minus) year-over-year change, as of year-end, in fair value of awards granted in prior years and outstanding and unvested as of year-end	4,881,038	(11,640,000)	(15,840,000)	(52,920,000)	33,870,000	(90,362)	(420,544)	1,074,076	5,522,024
Plus or (Minus) year-over-year change, as of year-end, in fair value of awards that vested in the year	(102,732)	(3,130,000)	(2,600,000)	6,720,000	(500,000)	(448,342)	(152,758)	(3,534)	(15,388)
Total Compensation Actually Paid	11,774,358	(12,728,406)	(15,424,150)	(43,182,123)	36,376,608	699,466	1,108,219	3,572,235	11,502,635

All fair values were determined using the closing price of the Common Shares on the NYSE as of the date of grant or vesting, as applicable.

CAP vs. TSR

The chart below illustrates the relationship between the CAP amounts of the PEO and other NEOs and the Company’s TSR over the past four fiscal years. The TSR trend line represents the value of a $100 investment made on February 29, 2020.

CAP vs. Revenue

The chart below illustrates the relationship between the CAP amounts of the PEO and other NEOs and the Company’s revenue over the past four fiscal years.

CAP vs. Net Income

The chart below illustrates the relationship between the CAP amounts of the PEO and other NEOs and the Company’s net income over the past four fiscal years.

Company TSR vs. Peer Group TSR

The chart below compares the Company’s TSR, the performance of the Standard and Poor’s Software & Services Select Industry Index and the performance of the Standard and Poor’s Capped Composite Index over the past four fiscal years. The graph represents the values of $100 investments made on February 29, 2020.

The peer group was updated from Standard and Poor’s TSX Capped Composite Index used in last year’s Pay For Performance disclosure as the new index is more appropriate based on the market cap and other characteristics of its constituent companies.

Most Important Financial Performance Measures

The financial performance metrics used to determine the Fiscal 2024 CAP for Mr. Giamatteo in his capacity as PEO were Software and Services Revenue, Operating Cash Flow, Non-GAAP Earnings Per Share, Cybersecurity Revenue, Cybersecurity Billings (ACV) and Cybersecurity Controllable Contribution Margin. The financial performance metrics used to determine the Fiscal 2024 CAP for Mr. Chen in his capacity as PEO were Software and Services Revenue, Operating Cash Flow, Non-GAAP Earnings Per Share and the market price of the Common Shares.

The financial performance metrics used to determine the Fiscal 2024 CAP for the non-PEO NEOs were Software and Services Revenue, Operating Cash Flow, Non-GAAP Earnings Per Share, Cybersecurity Revenue, Cybersecurity Billings (ACV), Cybersecurity Controllable Contribution Margin, IoT Revenue and IoT Controllable Contribution Margin.

See “D. Executive Compensation Decision-Making – 3. Compensation Elements and Company Goals – Annual Incentives” in the CD&A section of this Management Proxy Circular for information on these metrics.

DIRECTOR COMPENSATION

Director Fee Schedule

Directors who are also officers of the Company receive no additional remuneration for acting as directors. Mr. Giamatteo is the only director who is also an officer of the Company.

Director compensation is as outlined in the below chart:


Compensation1	Fiscal 2024	Fiscal 2023
Initial retainer	$150,000	$150,000
Annual Board retainer	$270,000	$270,000
Additional annual retainer for Board Chair2	$75,000	$75,000
Additional annual retainer for Audit and Risk Management Committee Chair	$25,000	$25,000
Additional annual retainer for CNG Committee Chair	$20,000	$20,000

1 All amounts are in CDN dollars.

2 Mr. Chen did not receive additional remuneration for his service as Executive Chair until his retirement on November 3, 2023 as he was also an officer of the Company.

Directors who are not officers of the Company are also reimbursed for out-of-pocket expenses for attending all Board and committee meetings.

Initial Board Retainer

An initial one-time Board retainer is paid to each new director who is not a Company officer upon becoming a member of the Board. The initial retainer is payable as an award of DSUs and a director is required to retain all such DSUs until he or she ceases to be a member of the Board.

Annual Board Retainer

Since July 1, 2017, 100% of the annual Board retainer has been payable in DSUs. The committee chair retainers are also 100% payable in DSUs. A director is required to retain all DSUs until he or she ceases to be a member of the Board.

Share Ownership Guidelines

In Fiscal 2012, the Board adopted a guideline that each director who is not an officer of the Company should hold Common Shares and/or DSUs with an aggregate value of not less than four times the annual retainer paid to each director. A director’s compliance with these guidelines is assessed based on the greater of the purchase price, grant price or market value of the Common Shares and/or DSUs held by that director. Directors are expected to reach the guideline ownership level within five years of joining the Board, and the DSUs awarded to directors over four years are expected to satisfy the shareholding guideline. The shareholding guideline has been satisfied by each of the non-officer directors of the Company except for Mr. Brace who has been a director for less than one year.

Director Compensation Table

Set out below are amounts earned by the non-officer directors in respect of membership on the Board and its committees in Fiscal 2024, 100% of which were paid in DSUs. No other compensation is payable to such directors, other than the reimbursement of expenses.


Name			Total Fees Earned1
Philip Brace2			$123,199
Michael Daniels3			$214,815
Timothy Dattels4			$115,385
Lisa Disbrow5			$217,778
Richard Lynch6			$243,010
Laurie Smaldone Alsup			$200,000
V. Prem Watsa7			$192,308
Wayne Wouters			$200,000

1 Director fees are earned in Canadian dollars and have been converted to U.S. dollars using the Bank of Canada average rate of $1 = CDN $1.3500 for Fiscal 2024.

2 Mr. Brace joined the Board on February 8, 2024. His “Total Fees Earned” have been pro-rated accordingly and also include his initial retainer.

3 Mr. Daniels’ “Total Fees Earned” include $14,815 on account of his position as Chair of the CNG Committee.

4 Mr. Dattels ceased to be a director as of September 28, 2023.

5 Ms. Disbrow’s “Total Fees Earned” include $17,778 on account of her position as Chair of the Audit and Risk Management Committee.

6 Mr. Lynch’s “Total Fees Earned” include $18,010 on account of his position as Board Chair since November 4, 2023 and a one-time fee of $25,000 on account of his service as Interim Chief Executive Officer of the Company from November 4, 2023 to December 11, 2023. See “Executive Compensation – F. Executive Compensation Tables” in this Management Proxy Circular.

7 Mr. Watsa ceased to be a director as of February 15, 2024.

Outstanding DSU Awards

Set out below is a summary of the outstanding DSU awards for each of the non-officer directors of the Company as at February 29, 2024, including DSUs credited to each director before Fiscal 2024.


Name	Number of DSUs Credited	Market Value of DSUs 1, 2
Philip Brace	43,768	$121,675
Michael Daniels	288,051	$800,782
Lisa Disbrow	193,526	$538,002
Richard Lynch	323,721	$899,944
Laurie Smaldone Alsup	269,166	$748,281
Wayne Wouters	262,033	$728,452

1 DSU awards do not have vesting conditions/requirements and are redeemable by directors upon ceasing to be a member of the Board.

2 DSU awards were valued using the NYSE closing price of Common Shares on February 29, 2024 of $2.78.

See “Securities Authorized for Issuance Under Equity Compensation Plans – DSU Plan” in this Management Proxy Circular for an overview and summary of the key provisions of the DSU Plan.

As of February 29, 2024, 1,380,265 DSUs were outstanding under the DSU Plan, representing approximately 0.23% of the Company’s total outstanding Common Shares. Accordingly, as of February 29, 2024, 4,512,061 Common Shares, representing approximately 0.77% of the Company’s issued and outstanding Common Shares (on a non-diluted basis), were available for issuance under the DSU Plan.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

As at the Record Date, there was no indebtedness owing to the Company or any of its subsidiaries by any directors, executive officers, employees or former directors, executive officers or employees of the Company or any of its subsidiaries. In addition, no director or executive officer, proposed nominee for election as a director of the Company, or any associate of any director, executive officer or proposed nominee was indebted to the Company in Fiscal 2024.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

The Company maintains insurance for the benefit of its directors and officers against liability in their respective capacities as directors and officers. The total amount of insurance coverage as at the end of Fiscal 2024 for the directors and officers as a group is $100 million. The annual premium payable by the Company in respect of such insurance is approximately $2.3 million. The directors and officers are not required to pay any premium in respect of this insurance. The policy contains standard industry exclusions and no claims have been made thereunder to date.

INDEMNIFICATION

Under the Business Corporations Act (Ontario), the Company may indemnify a director or officer of the Company against all costs, charges and expenses reasonably incurred by him or her in respect of any civil, criminal or administrative action where he or she has acted honestly and in good faith with a view to the best interests of the Company and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. Further, pursuant to the Company’s by-laws, the Company is required to indemnify its directors and officers if they satisfy the above-described conditions.

As is customary for many public corporations, the Company entered into indemnity agreements (the “Indemnity Agreements”) with its directors and executive officers whereby the Company agreed, subject to applicable law, to indemnify those persons against all costs, charges and expenses which they may sustain or incur in third party actions if such director or officer complied with his or her fiduciary duties and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. The Indemnity Agreements further require the Company to pay interim costs and expenses of the director or officer subject to the requirement that the director or officer must repay such costs and expenses if the outcome of any litigation or proceeding establishes that the director or officer was not entitled to indemnification.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last completed fiscal year, no proposed nominee for election as a director, nor any associate or any affiliate of any such person or nominee, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except as disclosed in this Management Proxy Circular. Furthermore, no “informed person” of the Company (as such term is defined under applicable Canadian securities laws), proposed nominee for election as a director of the Company and no associate or affiliate of any such informed person or proposed nominee has or had a material interest, direct or indirect, in any transaction since the beginning of the Company’s most recently completed fiscal year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries or affiliates, other than Mr. Watsa, who was a director during 2023 and is the Chairman and Chief Executive Officer, and a significant shareholder, of Fairfax Financial Holdings Limited (“Fairfax”), which directly or indirectly owns an aggregate of approximately 46.7 million Common Shares. See also “Security Ownership of Certain Beneficial Owners and Management” in this Management Proxy Circular.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out, as at February 29, 2024: (i) the number of Common Shares to be issued upon (a) the exercise of Options granted under the Equity Incentive Plan, (b) the vesting and settlement of RSUs granted under the Equity Incentive Plan, and (c) the redemption of outstanding DSUs; (ii) the weighted average exercise price of such Options; and (iii) the number of Common Shares remaining available for future issuance under the Equity Incentive Plan, the DSU Plan, and the Employee Stock Purchase Plan (“ESPP”).


Plan Category	Number of Common Shares to be issued upon exercise of Options, vesting of RSUs, and redemption of outstanding DSUs	Weighted-average exercise price of outstanding Options	Number of Common Shares remaining available for future issuance under the equity compensation plans
Equity compensation plans approved by shareholders	21,231,568 (Equity Incentive Plan) 1,380,265 (DSU Plan)	–	8,162,888 (Equity Incentive Plan) 4,512,061 (DSU Plan) 3,345,849 (ESPP)
Total1	22,611,833	–	16,020,798

1 The foregoing table excludes 9,144,176 Common Shares issued or issuable under the BlackBerry-Cylance Plan, as described below. See “Securities Authorized for Issuance Under Equity Compensation Plans – BlackBerry-Cylance Stock Plan”. The weighted-average exercise price of the options granted under the BlackBerry-Cylance Plan as of their grant date was US$3.93. No additional Common Shares are available for future issuance under the BlackBerry-Cylance Plan.

As of February 29, 2024, no Options were outstanding under the Equity Incentive Plan and the number of Common Shares allocated to RSUs was 21,231,568, representing approximately 3.60% of the Company’s issued and outstanding Common Shares. As of February 29, 2024, 8,162,888 Common Shares, representing approximately 1.39% of the Company’s issued and outstanding Common Shares (on a non-diluted basis), were available for issuance under the Equity Incentive Plan (assuming full deduction of equivalent Common Shares against the share limit for grants under that plan).

The following table shows the Company’s burn rate with respect to the issuance of TBRSUs, PBRSUs, Options and DSUs over the past three fiscal years, expressed as a percentage of the weighted average number of outstanding Common Shares for the applicable fiscal year. The table shows gross burn rates without deduction for any awards that were forfeited or that expired prior to vesting during any year.


Award Type	Fiscal 2024	Fiscal 2023	Fiscal 2022
TBRSUs	1.32%	1.56%	0.77%
PBRSUs	0.49%	0.49%	0.20%
Options	0.00%	0.00%	0.00%
DSUs	0.07%	0.05%	0.03%

Each grant of PBRSUs specifies a target award, which reflects the number of PBRSUs that will vest if 100% of the applicable target performance is achieved, and a maximum possible award of 150% of the target award. The PBRSU burn rates shown in the table above reflect the target award.

Equity Incentive Plan

The Equity Incentive Plan was originally approved by the shareholders of the Company at the Company’s annual and special meeting on July 9, 2013. Amendments to the Equity Incentive Plan were approved by the shareholders of the Company at the Company’s annual and special meetings held on June 23, 2015, June 21, 2017 and June 23, 2020. Further amendments to the Equity Incentive Plan are being proposed by management of the Company for approval by shareholders at the Meeting, as described above. The summary provided below reflects the terms of the Equity Incentive Plan prior to the implementation of such proposed amendments. The terms of the Amended Equity Incentive Plan are the same as the Equity Incentive Plan save and except for the amendments described above. See “Business to be Transacted at the Meeting – Approval of the Amended Equity Incentive Plan”.

Overview

The objectives of the Equity Incentive Plan are to assist the Company and its affiliates to attract, retain and motivate executive officers and employees through equity-based awards.

RSUs are notional securities that rise and fall in value based on the value of the Common Shares and are redeemed for Common Shares issued by the Company or for the cash equivalent on vesting dates established at the time of grant, in the sole discretion of the Company. The CNG Committee believes that RSU awards promote the mid-term

and long-term success of the Company by providing additional flexibility in recruiting, motivating and retaining employees based on their current and potential ability to contribute to the success of the Company.

Each awarded Option provides for the issuance of one Common Share by the Company upon the payment of a pre-determined exercise price. Options are granted subject to specified time-based or other vesting conditions and remain exercisable until a defined expiry date. The CNG Committee believes that Option awards assist in the attraction and retention of employees and provide a strong incentive for employees to put forth maximum effort for the continued success and growth of the Company.

Other than RSUs and Options, no forms of equity incentive are contemplated by the Equity Incentive Plan.

Subject to certain adjustments as described below, the total number of Common Shares available for grant under the Equity Incentive Plan is 45,875,000, representing approximately 7.79% of the Company’s issued and outstanding Common Shares as of February 29, 2024. The Equity Incentive Plan incorporates what is referred to as a “fungible plan design”, meaning that each RSU granted counts against the number of Common Share available for issuance under the Equity Incentive Plan at a greater rate than does each Option granted (Options and RSUs are referred to herein as “Awards”). Each Option granted under the Equity Incentive Plan is counted as 0.625 shares against the Common Share reserve, and each RSU granted under the Equity Incentive Plan is counted as one share against the Common Share reserve.

Three Year Approval of Equity Incentive Plan

The Equity Incentive Plan is considered an “evergreen” plan because: (i) Common Shares that are withheld to satisfy applicable income tax obligations upon the settlement of RSUs are available for subsequent grants under the Equity Incentive Plan, (ii) Options only count against the Common Share reserve as 0.625 Common Shares, and (iii) Common Shares available for issuance pursuant to awards granted under the Equity Incentive Plan that are forfeited, cancelled or settled for cash are available for subsequent grants under the Equity Incentive Plan. As such, the TSX requires that the Equity Incentive Plan be submitted to shareholders of the Company to approve unallocated entitlements within three years after institution and within every three years thereafter. Unallocated entitlements under the Equity Incentive Plan were most recently approved by the shareholders of the Company at the Company’s annual and special meeting on June 22, 2022.

Summary of Key Provisions

The following is a summary of the principal provisions of the Equity Incentive Plan:

Administration: The Equity Incentive Plan is administered by the Board, which delegates its authority to the CNG Committee, as contemplated by the Equity Incentive Plan and the Company’s policy on granting equity awards.

Participation: Participation in the Equity Incentive Plan is open to employees of the Company and any of its affiliates that are designated by the Board. Participation in the Equity Incentive Plan is voluntary.

Participation Limits: The number of the Company’s Common Shares (i) issued to insiders of the Company within any one year period, and (ii) issuable to insiders of the Company, at any time, under the Equity Incentive Plan, or when combined with all of the Company’s security-based compensation arrangements, cannot exceed 10% of the Company’s total outstanding Common Shares, respectively. No more than 5% of the Company’s outstanding Common Shares may be issued to any one participant under the Equity Incentive Plan or any other security-based compensation arrangement. No more than 10% of the Company’s outstanding Common Shares may be issued under the Equity Incentive Plan or any other security-based compensation arrangement in any one-year period.

Award Agreements: Awards will be documented by written Award agreements, which will reflect the specific terms of a particular grant of Options or RSUs. The Board has the discretion to permit the exercise of Awards on other terms as it may determine, provided that no Award may be extended past the prescribed expiry date.

Shares Available and Share Counting: Subject to certain equitable adjustments as provided in the Equity Incentive Plan and described below, a total of 45,875,000 Common Shares are authorized for Awards granted under the Equity Incentive Plan. As of February 29, 2024, 8,162,888 Common Shares remained available for issuance under the Equity Incentive Plan.

Common Shares subject to Cancellation Additions and Withholding Additions will be added to the Common Shares available for Awards under the Equity Incentive Plan. Any Common Shares that again become available for Awards through a Cancellation Addition or a Withholding Addition will be added as (i) one Common Share for every RSU, and (ii) 0.625 Common Share for every Option. Due to Withholding Additions, it is possible that the Equity Incentive Plan may permit the issuance of more than 45,875,000 Common Shares. For greater certainty, the following shares will not be added to the Common Shares available for Awards under the Equity Incentive Plan: (i) shares tendered or withheld in payment of the purchase price of an Option; (ii) shares tendered or withheld to satisfy any tax withholding obligation with respect to Options; and (iii) shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options.

Substitute Awards: Substitute Awards (as defined below) will not reduce the shares authorized for grant under the Equity Incentive Plan, nor will shares subject to a Substitute Award be added to the shares available for Awards under the Equity Incentive Plan as provided above. Additionally, in the event that a company acquired by the Company or any subsidiary of the Company or with which the Company or any subsidiary of the Company combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or arrangement, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or arrangement to determine the consideration payable to the holders of common shares of the entities party to such acquisition or arrangement) may be used for Awards under the Equity Incentive Plan and will not reduce the shares authorized for grant (and shares subject to such awards will not be added to the shares available for Awards); provided that Awards using such available shares will not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or arrangement, and will only be made to individuals who were not employees or directors of the granting company prior to such acquisition or arrangement.

For purposes of the Equity Incentive Plan, “Substitute Awards” means Awards granted or shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any subsidiary of the Company or with which the Company or any subsidiary of the Company amalgamates.

Pricing: Options must have an exercise price of not less than the closing trading price of the Common Shares on the NYSE on the grant date or, if there is no closing trading price on that date, on the last preceding trading day. RSU Awards may either be expressed as a number of RSUs or be based on an aggregate dollar value of the Award to be granted and divided by the closing trading price of the Common Shares on the NYSE on the grant date.

Shareholder approval is expressly required to:

(a) reduce the exercise price of an Option after it is granted;

(b) cancel an Option when the exercise price per share exceeds the then current market value in exchange for cash or another Award (other than in connection with a Change of Control (as defined below)); or

Restrictions on Dividends: No dividends or dividend equivalents may be granted, and none are payable, in connection with an Option or an RSU.

Restrictions on Transfer: Except as required by law, the rights of a participant under the Equity Incentive Plan are not capable of being anticipated, assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the

participant. Awards may be exercised during the life of the participant only by the participant or the participant’s guardian or legal representative.

Terms and Expiry: Options may be granted having a term not to exceed five years. The term and vesting of Options is at the discretion of the CNG Committee and will be reflected in an Award agreement. Except as provided in the applicable Award agreement, RSUs have a term that expires not later than December 31 of the third calendar year after the applicable Award date. The term and specific vesting conditions for an RSU Award is at the discretion of the CNG Committee and will be reflected in an Award agreement. If an Option would otherwise expire during a trading blackout period, the term of such Option shall automatically be extended until ten (10) business days after the end of the blackout period.

Termination Entitlements: Upon termination of employment for reasons other than death, all unvested Awards are forfeited (subject to the provisions below relating to a Change of Control, and to the provisions of any Award agreement made at the discretion of the Board). Options that are vested on the termination date may be exercised until the earlier of their stated expiry date and 90 days after the termination date. Upon the death of a participant, all unvested Awards will immediately vest. The vested Options may be exercised by the participant’s estate until the earlier of their stated expiry date and six months after the date of the participant’s death, and the vested RSUs will be settled by a cash payment to the participant’s estate.

If, on or following a Change of Control, (A) a participant’s employment is terminated other than for cause during the Change of Control Period (as defined below), or (B) the Company or a successor issuer in the Change of Control has not assumed or replaced on substantially similar terms the participant’s existing Awards, then (i) all Awards will immediately vest, (ii) all restrictions on such Awards will lapse and (iii) all vested Options may be exercised until the earlier of their stated expiry date and one year after the termination date or the effective date of the Change of Control, as applicable, after which time all Options will expire and all vested RSUs will be settled by a cash payment to the participant.

For purposes of the Equity Incentive Plan, a “Change of Control” is defined as of any of the following events:

(a) an amalgamation, merger, consolidation, arrangement or other reorganization as a result of which the holders of the Company’s Common Shares immediately prior to the completion of that transaction hold less than a majority of the shares after completion of that transaction;

(b) any individual, entity or group of persons acting jointly or in concert, acquires or becomes the beneficial owner of, directly or indirectly, more than 50% of the Company’s Common Shares, or any other transaction of similar effect;

(c) the Company sells or otherwise transfers all or substantially all of its assets (other than a disposition or transfer of assets to an affiliate of the Company as part of a reorganization), where the holders of the Company’s Common Shares immediately prior to the completion of that transaction hold less than a majority of the Common Shares of the acquiring person immediately after the completion of such transaction; or

(d) as a result of or in connection with the contested election of directors, the nominees named for election in the Company’s most recent management information circular do not constitute a majority of the Board.

The “Change of Control Period” is the shorter of (i) 24 months following a Change of Control, and (ii) the period of time following a Change of Control that is specified in a participant’s employment agreement.

Change of Control: In the event of a Change of Control, the Board shall have the authority to take all necessary steps so as to ensure the preservation of the economic interests of the participants in, and to prevent the dilution or enlargement of, any Options or RSUs, which unless otherwise provided in an Award agreement shall include ensuring that the Company or any entity which is or would be the successor to the Company or which may issue securities in exchange for shares upon the Change of Control becoming effective will assume each outstanding Award, or will provide each participant with new or replacement or amended Options or RSUs which will continue to vest following the Change of Control on similar terms and conditions as provided in the Equity Incentive Plan.

Amendments: The Board has the authority, in the case of specified capital reorganizations affecting the Company, to amend or adjust outstanding Awards including changes to adjust (i) the number of Common Shares that may be acquired on the exercise of outstanding Options, (ii) the exercise price of outstanding Options, or (iii) the number of RSUs credited to a participant, in order to preserve proportionately the rights and obligations of participants.

The Board also reserves the right to amend, suspend or terminate the Equity Incentive Plan, in whole or in part, at any time, subject to applicable laws and requirements of any stock exchange or governmental or regulatory body (including any requirement for shareholder approval). The Board may make amendments to the Equity Incentive Plan or outstanding Awards without shareholder approval, except for the following amendments:

• increasing the number of Common Shares reserved for issuance under the Equity Incentive Plan or other plan limits;

• changing the definition of those participants who are eligible to participate in the Equity Incentive Plan;

• reducing the exercise price of an Option (other than in connection with a capital reorganization) or any cancellation and reissuance of an Option;

• extending the expiry date of an Award other than as contemplated by the Equity Incentive Plan;

• permitting Awards to be transferred other than upon death;

• permitting the addition or modification of a cashless exercise feature, payable in cash or shares, unless it provides for a full deduction of the number of underlying shares from the Equity Incentive Plan share reserve;

• changing the amendment provisions of the Equity Incentive Plan; or

• other amendments that require shareholder approval under applicable law or stock exchange rules.

Examples of amendments that the Board may make without shareholder approval include, without limitation, (i) housekeeping amendments, (ii) amendments to comply with tax laws, (iii) amendments to reduce or restrict participation, and (iv) amendments to accelerate vesting.

On December 19, 2013, the Equity Incentive Plan was amended by the Board to provide for (a) the cashless exercise of Options by the participant making an election for the receipt of either (i) an amount in cash per Option, or (ii) a net number of Common Shares (in each case, net of any applicable withholding taxes or deductions) equal to the difference between the exercise price of the Option and the price at which a securities dealer designated by the Company is able to sell the Common Shares in the capital markets on the trading day that the exercise notice is given by the participant (with a full deduction of the underlying Common Shares from the plan reserve), and (b) the automatic extension of the vesting period of Awards for certain approved leaves. Shareholder approval of such amendments was not required as the amendments were covered under the general amendment provisions of the Equity Incentive Plan.

On May 2, 2018, the Equity Incentive Plan was amended by the Board to change the definition of “Market Value” to refer to the NYSE instead of to the Nasdaq Stock Market. Shareholder approval of such amendment was not required pursuant to the general amendment provisions of the Equity Incentive Plan.

On May 7, 2020, the Board unanimously approved an amendment to the Equity Incentive Plan under which the maximum number of Common Shares authorized for issuance thereunder was increased to 45,875,000 Common Shares, which amendment was subsequently approved by the shareholders of the Company at the annual and special meeting held on June 23, 2020.

On September 27, 2022, the Board unanimously approved amendments to the Equity Incentive Plan to provide for the designation of a beneficiary in the event of the death of a participant. Shareholder approval of such amendments was not required pursuant to the general amendment provisions of the Equity Incentive Plan. No subsequent amendments have been made to the Equity Incentive Plan.

U.S. Federal Income Tax Consequences

The following is a general summary under current law of certain United States federal income tax consequences to the Company and Participants who are citizens or individual residents of the United States relating to awards granted under the Equity Incentive Plan. This summary addresses the general tax principles that apply to such awards and is provided only for general information. Certain kinds of taxes, such as foreign state and local income taxes and payroll taxes, are not discussed. This summary is not tax advice and it does not discuss all aspects of federal taxation that may be relevant to the Company and Participants. Accordingly, the Company urges Participants to consult their own tax advisors as to the specific tax consequences of participation in the Equity Incentive Plan under applicable laws.

Options: Options granted under the Equity Incentive Plan are non-qualified stock options, meaning that they are not intended to qualify as incentive stock options that meet the requirements of Section 422 of the United States Internal Revenue Code of 1986, as amended (the “Code”). A Participant generally will not recognize taxable income when granted an Option. When the Participant exercises the Option, he or she generally will recognize taxable ordinary income equal to the excess of the fair market value of the Common Shares received on the exercise date over the aggregate exercise price of the Option. The Participant’s tax basis in the Common Shares acquired on exercise of the Option will be increased by the amount of such taxable income. The Company generally will be entitled to a federal income tax deduction in an amount equal to the ordinary income that the Participant recognizes. When the Participant sells the Common Shares acquired on exercise, the Participant generally will realize long-term or short-term capital gain or loss, depending on whether the Participant holds the Common Shares for more than one year before selling them.

RSUs: A Participant generally will not recognize income at the time an RSU is granted. When the RSU vests and is settled for Common Shares or cash, the Participant generally will recognize as income an amount equal to the fair market value of the Common Shares or the amount of cash on the date of settlement, and the Company generally will be allowed a corresponding federal income tax deduction at that time. When the Participant sells any Common Shares acquired on settlement, the Participant generally will realize long-term or short-term capital gain or loss, depending on whether the Participant holds the Common Shares for more than one year before selling them.

DSU Plan

Overview

The DSU Plan was created to align director and shareholder interests, in that the value of DSUs is tied directly to the value of Common Shares. The DSU Plan also facilitates directors’ effective investment in Common Shares pursuant to the Company’s share ownership guidelines, as described under “Director Compensation – Share Ownership Guidelines”.

Under the DSU Plan, each director who is not an officer of the Company is credited with DSUs in satisfaction of 100% of his or her initial and annual retainers. Under the DSU Plan, DSUs are granted and allocated to a notional account on a quarterly basis (with the exception of DSUs granted in respect of the initial Board retainer, which are granted in their entirety on the first award date after the director joins the Board). Additional DSUs would be granted in relation to any dividends paid during the time that DSUs are credited to the director, on a per equivalent Common Share basis. Each DSU has an initial value equal to the market value of a Common Share at the time the DSU is granted. A director cannot redeem DSUs until the director ceases to be a member of the Board or a director of an affiliate of the Company (or if he or she continues to be employed by the Company or an affiliate, following termination of his or her service). The DSUs will be redeemed no later than December 15 of the calendar year commencing immediately after the calendar year in which the director ceases to be a member of the Board or an employee of the Company or an affiliate, applicable. DSUs may, at the option of the Company, be redeemed for cash with the redemption value of each DSU equal to the weighted average trading price of the Common Shares over the five trading days preceding the redemption date. Alternatively, the redemption value may be satisfied by the delivery of Common Shares equal to the number of DSUs credited to the participant, either issued from treasury or purchased on behalf of the participant in the secondary market.

Three Year Approval of DSU Plan

The DSU Plan is considered an “evergreen” plan because the maximum number of Common Shares issuable from treasury upon redemption of DSUs is expressed as a percentage of the number of Common Shares issued and outstanding from time to time. As such, the TSX requires that the DSU Plan be submitted to shareholders of the Company to approve unallocated entitlements within three years after the initial approval of the DSU Plan by shareholders, and within every three years thereafter. The Company’s shareholders initially approved the DSU Plan on June 19, 2014 and most recently approved all unallocated entitlements under the DSU Plan at the Company’s annual and special meeting held on June 27, 2023.

Summary of Key Provisions

The following is a summary of the principal provisions of the DSU Plan:

Administration: The DSU Plan is administered by the CNG Committee, which may delegate any administrative responsibilities to an officer of the Company.

Participation: Participation in the DSU Plan is open to non-executive directors of the Company. Participation in the DSU Plan is mandatory in connection with a director’s initial retainer and annual retainer, as described above.

Insider Limits: As under the Company’s other security-based compensation arrangements, no more than 10% of the Company’s outstanding Common Shares may be issued to insiders of the Company in any one-year period pursuant to the DSU Plan or any other security-based compensation arrangements, and no more than 10% of the Company’s outstanding Common Shares may be issuable at any time pursuant to the DSU Plan or any other security-based compensation arrangement in the aggregate.

Plan Maximum: The total number of Common Shares issuable from treasury under the DSU Plan is 1% of the issued and outstanding Common Shares from time to time. There is no restriction on the redemption of DSUs for cash, or in consideration for Common Shares purchased in secondary market transactions.

Participation and Elections: Accounts are maintained for each participating director, to which DSUs granted under the DSU Plan are credited.

Account and Pricing: DSUs granted to a director are credited to his or her account on the first business day of a fiscal quarter (or for a departing director, on the last business day on which he or she serves as a director) (an “Award Date”). DSUs granted in connection with a director’s initial retainer are credited in full on the first Award Date after joining the Board. Subsequent grants in respect of the annual retainer are made in quarterly instalments, prorated for the period of service, as applicable. DSUs are fully vested when granted.

The number of DSUs to be granted from time to time is determined by dividing the amount of the retainer or other fees otherwise payable on the Award Date by the closing trading price of the Common Shares on that date on the TSX.

Dividends: As of any dividend payment date, a participating director’s account will be credited with additional DSUs, determined by dividing (a) the product of the per share dividend and the number of DSUs credited in the account on the dividend record date, by (b) the closing trading price of a Common Share on the applicable date on the TSX (for Canadian participants) or NYSE (for U.S. participants).

Redemption and Payout: DSUs may not be redeemed while a participant continues to serve as a director of the Company or of an affiliate (provided that the redemption may be deferred if the person continues to be employed by the Company or an affiliate).

Following a specified period after the end of the participant’s service (or after the end of a blackout period in effect at that time, or such later date as may be agreed by the participant and the Company, subject to certain limitations), the DSUs credited to the participant will be redeemed. On redemption, the Company may elect to:

• pay a cash amount equal to the product of the number of DSUs credited to the account and the five-day weighted average trading price of the Common Shares on the TSX (for Canadian participants) or NYSE (for U.S. participants);

• cause a broker to acquire in the secondary market on behalf of the participant a number of Common Shares equal to the number of whole DSUs credited to the account; or

• issue from treasury a number of Common Shares equal to the number of whole DSUs credited to the account;

in each case, less applicable withholding taxes, and with a cash payment calculated as described above in respect of any fractional DSUs.

Restrictions on Transfer: DSUs are non-transferable but may be redeemed following the incapacity or death of a director, with the proceeds disbursed to a director’s guardian or legal representative.

Amendments: The Board has the authority, in the case of specified capital reorganizations affecting the Company, to amend or adjust DSUs credited to an account including changes to adjust the number of DSUs credited to a participant in order to preserve proportionately the rights and obligations of participants.

The Board also reserves the right to amend, suspend or terminate the DSU Plan, in whole or in part, at any time, subject to applicable laws and requirements of any stock exchange or governmental or regulatory body (including any requirement for shareholder approval). However, the DSU Plan may not be amended, suspended or terminated in a way that would result in certain adverse tax consequences under U.S. or Canadian federal income tax laws. The Board may make amendments to the DSU Plan or outstanding DSUs without shareholder approval, including the following types of amendments:

• amendments of a “housekeeping” or administrative nature including, without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the DSU Plan or to correct or supplement any provision of the DSU Plan that is inconsistent with any other provision of the DSU Plan;

• amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX and NYSE and certain tax laws);

• amendments respecting administration of the DSU Plan;

• any amendment to add or modify the vesting or redemption provisions of the DSU Plan or any DSU;

• any amendment to the definition of “participant” or otherwise relating to the eligibility of any participant;

• any amendment to facilitate the participation in the DSU Plan by, and the granting of DSUs to, directors who are subject to the laws of countries other than those of Canada, which grants may have terms and conditions that differ from the terms thereof as provided elsewhere in the DSU Plan for the purpose of complying with foreign laws;

• amendments necessary to suspend or terminate the DSU Plan; and

• any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law (including, without limitation, the rules, regulations and policies of the TSX and NYSE).

Shareholder approval will be required for the following amendments:

• amendments to the number of Common Shares issuable from treasury under the DSU Plan, including an increase to a fixed number of Common Shares or a change from a fixed maximum number of Common Shares to a fixed maximum percentage;

• amendments which would permit discretionary grants of DSUs to directors;

• amendments to remove or exceed the insider participation limits;

• amendments to the amendment provision; and

• amendments required to be approved by shareholders under applicable law (including, without limitation, the rules, regulations, and policies of the TSX and NYSE).

On May 2, 2018, the DSU Plan was amended by the Board to change references to the Nasdaq Stock Market to the NYSE. Shareholder approval of such amendment was not required pursuant to the general amendment provisions of the DSU Plan. No subsequent amendments have been made to the DSU Plan.

Employee Share Purchase Plan

The ESPP was introduced in 2015 to enable eligible employees to acquire Common Shares in a convenient and systematic manner through payroll deductions, in order to encourage a proprietary interest in the operation, growth and development of the Company. The ESPP was approved by the shareholders of the Company at the Company’s annual and special meeting held on June 23, 2015 and an amendment to the ESPP was approved by the shareholders of the Company at the Company’s annual and special meeting held on June 23, 2020.

Administration: The ESPP is administered by the Board, which may delegate its authority to the CNG Committee as contemplated by the ESPP.

Eligibility; Participation: Unless otherwise determined by the Board, participation in the ESPP is open to employees of the Company and any of its affiliates that are designated by the Board who are customarily employed for at least 20 hours per week and more than five months in any calendar year. Participation in the ESPP is voluntary. To participate in the ESPP, an eligible employee authorizes payroll deductions in an amount between 1% to 15% of his or her eligible compensation to be contributed to the ESPP, provided that a participant’s payroll deductions may not exceed $30,000 in any calendar year. Such contributions are used to purchase Common Shares at the end of each offering period. Each offering period is six months in duration, commencing on October 1 and April 1 of each year.

Eligible employees may elect to increase or decrease payroll deductions for the current offering period not later than five business days following the first day of such offering period or may elect to withdraw from the ESPP at least 30 business days before the last trading day of an offering period, provided that individuals subject to a trading blackout may not enroll or withdraw from the ESPP or make changes to payroll deductions during a blackout period.

Purchase Price: The purchase price for the Common Shares purchased under the ESPP is determined by the Board and will not be less than 85% of the closing price of the Common Shares on the TSX (for participants paid in Canadian dollars) or NYSE (for participants paid in U.S. dollars) on the last trading day of each offering period. As an alternative to permitting participants to purchase Common Shares at a discount, with the approval of the Board, the Company or any of its designated affiliates may provide a participant with cash contributions to purchase Common Shares in an amount not exceeding 15% of the participant’s accumulated payroll deductions during each offering period.

Participation Limits: The number of Common Shares (i) issued to insiders of the Company within any one year period, and (ii) issuable to insiders of the Company, at any time, under the ESPP, or when combined with all of the Company’s security-based compensation arrangements, cannot exceed 10% of the Company’s total outstanding Common Shares, respectively. No more than 5% of the Company’s outstanding Common Shares may be issued to any one participant under the ESPP or any other security-based compensation arrangement. No more than 10% of the Company’s outstanding Common Shares may be issued under the ESPP or any other security-based compensation arrangement in any one-year period.

Shares Available: The total number of Common Shares available for issuance under the ESPP is 10,000,000, representing approximately 1.70% of the issued and outstanding Common Shares as of February 29, 2024. As of February 29, 2024, the number of Common Shares remaining available for future issuance under the ESPP was

3,345,859, representing approximately 0.57% of the then issued and outstanding Common Shares. Common Shares purchased under the ESPP may be issued from treasury or acquired on the open market.

Restrictions on Transfer: The rights of a participant under the ESPP are not capable of being assigned, transferred, pledged or otherwise disposed of in any way by the participant (other than by will, the laws of descent and distribution or to a designated beneficiary upon death, as provided in the ESPP).

Termination Entitlements: Upon termination of employment, a participant is no longer an eligible employee under the ESPP and the participant will be withdrawn from the ESPP. Upon withdrawal from the ESPP, all payroll deductions from the ESPP that have not been used to purchase Common Shares will be returned to the participant and all Common Shares held in the participant’s ESPP account must be withdrawn within 90 days of the participant’s withdrawal from the ESPP.

Amendments: