bbry-20230516

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 27, 2023 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 28, 2023 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 ratify unallocated entitlements under the Company’s deferred share unit plan for directors;

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/403247511.

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 5th day of May, 2023.

BY ORDER OF THE BOARD

(signed) John Chen, Executive Chair


BLACKBERRY LIMITED

Management Proxy Circular

for the


Annual and Special Meeting of Shareholders Tuesday, June 27, 2023

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. Presentation of Financial Statements			8
2. Election of Directors			8
3. Re-appointment of Independent Auditors and Authorization of Directors to fix the Auditors’ Remuneration			17
4. Approval of Unallocated Entitlements Under the DSU Plan			18
5. Advisory Vote on Executive Compensation			19
EXECUTIVE COMPENSATION			21
PAY FOR PERFORMANCE			43
DIRECTOR COMPENSATION			46
INDEBTEDNESS OF DIRECTORS AND OFFICERS			48
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE			48
INDEMNIFICATION			48
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON			48
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			49
CORPORATE GOVERNANCE			62
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			73
ADDITIONAL INFORMATION			74
APPROVAL			74
Schedule A – Mandate of the Board of Directors			A-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 2023: U.S. $1.00 = CDN $1.3135

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

Fiscal 2021: U.S. $1.00 = CDN $1.3344

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 27, 2023 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/403247511 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 5, 2023. 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/BlackBerry2023. On or about May 18, 2023, 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 28, 2023 (collectively, the “proxy materials”), which was filed with the SEC and Canadian Securities Administrators on March 31, 2023. 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 eight 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 the unallocated entitlements under the Company’s amended and restated deferred share unit plan for directors (the “DSU Plan”); 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 5, 2023 (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/403247511 (note that Chrome, Safari, Edge and Firefox are the preferred browsers for the Meeting, and Internet Explorer is not supported); 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 23, 2023.

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 accessing the Meeting online.

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 23, 2023 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 John Chen, Executive Chair of the Board and Chief Executive Officer of the Company, or failing him, V. Prem Watsa, Lead Director of the Board, 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. Common Shares held by an Intermediary can only be voted by the Intermediary upon the instructions of the non-registered shareholder. Without specific instructions, Intermediaries are prohibited from voting Common Shares.

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 23, 2023.

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 unallocated entitlements under the DSU Plan; 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 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.

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, 583,226,580 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. 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.

16. 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.

17. 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 28, 2023 (“Fiscal 2023”), 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.sedar.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. The number of directors to be elected at the Meeting has been fixed by the Board at eight.

Prior to the Company’s annual and special meeting held on June 23, 2022, the Board consisted of nine directors, three of whom identified as women. Subsequent to that meeting, the Compensation, Nomination and Governance Committee (the “CNG Committee”) engaged a leading global executive search firm to assist with identifying and recruiting one or more suitable candidates as incremental nominees to the Board, and the search process is active and ongoing. In evaluating candidates, the CNG Committee takes into consideration stock exchange listing 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 selection of a female candidate, so that the Board will again include three directors who identify as women, and is committed to identifying a suitable candidate before the Company’s annual meeting in 2024. 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:

Chen

Daniels

Dattels

Disbrow

Lynch

Smaldone

Alsup

Watsa

Wouters

Expertise

Cybersecurity

✓

Executive Leadership

✓

Finance and Accounting

✓

Government/Regulatory

✓

International Business

✓

Public Company Governance

✓

Risk Management

✓

Technology and Innovation

✓

Demographics

Gender Identity

Visible Minority 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 New York Stock Exchange (“NYSE”) on the Record Date, which was $4.69 per Common Share.2

John Chen, California, United States

(Non-Independent Director)

Mr. Chen, 67, has served as Executive Chair of the Board and Chief Executive Officer of the Company since November 2013. Prior to joining the Company, Mr. Chen was the Chief Executive Officer of Sybase Inc. from 1998 to 2012 and the Chairman of Sybase from 1998 to 2010. Prior to Sybase, Mr. Chen held executive positions at Siemens AG, Pyramid Technology Corp. and Burroughs Corp. He started his career as a design engineer with Unisys Corp. Mr. Chen has a bachelor’s degree in electrical engineering from Brown University and a master’s degree in electrical engineering from California Institute of Technology (Caltech). Mr. Chen holds several honorary degrees and has received awards and honors for his leadership in building U.S.-Asia relations. Mr. Chen was appointed to serve on the President’s Export Council in 2005 and was appointed as co-chair of the Secure Borders and Open Doors Advisory Committee in 2006. He has also chaired the U.S-China Policy Advisory Roundtable for the Center for Strategic and International Studies. Mr. Chen has also served as a trustee of Caltech and as a Special Advisor to Silver Lake, a private investment firm.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Board

5/5

100%

Current Boards

None

Other Boards in Past 5 Years

The Walt Disney Company

Board Interlock

None

2004 - 2019

Overall attendance

5/5

100%

Securities Held

Common Shares (#)

DSUs (#)1

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

9,447,738

N/A

9,447,738

$44,309,891

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2022

192,327,109

83.94%

36,804,130

16.06%

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

Michael A. Daniels, Colorado, United States

(Independent Director)

Mr. Daniels, 77, 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

5/5

100%

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

9/9

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

26,077

234,853

260,930

$1,223,762

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2022

145,952,540

63.70%

83,178,698

36.30%

Timothy Dattels, California, United States

(Independent Director)

Mr. Dattels, 65, has served as a director of the Company since July 2012. He serves as a Senior Advisor to TPG Capital, having served as Partner of TPG Capital and Chairman of TPG Asia and a member of the firm’s Management Committee. In his roles with TPG, Mr. Dattels has been based in San Francisco, Hong Kong and Singapore. Prior to joining TPG in 2004, he served as a Partner and Managing Director of Goldman, Sachs & Co.

Mr. Dattels received an MBA from Harvard Business School and a BA with Honors, from the University of Western Ontario. Mr. Dattels serves or has served on the boards of directors of Cushman & Wakefield plc, Invest in Canada, Parkway Holdings, Shangri-La Asia Ltd., Sing Tao News Corporation Ltd., Primedia, Inc., and SFJazz. He is also Vice Chairman of The Jackson Laboratory and the Founding Trustee of the Kingfisher Foundation. In addition, Mr. Dattels serves as Chairman on Alpine Canada Alpin and has been appointed by Prime Minister to represent Canada on the APEC business council.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Board

4/5

80%

Current Boards

Cushman & Wakefield plc

Other Boards in Past 5 Years

None

Board Interlock

None

2018 - present

Overall attendance

4/5

80%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

284,755

$1,335,501

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2022

216,574,805

94.52%

12,556,434

5.48%

Lisa Disbrow, Virginia, United States

(Independent Director)

Ms. Disbrow, 60, 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 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. Ms. Disbrow currently serves on the President’s Export Council and is a Commissioner on the Congressional Planning, Programming, Budgeting and Execution Reform Commission. She 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, Ms. Disbrow 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, she served as the Senate-confirmed Under Secretary of the United States Air Force. Ms. Disbrow 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. She retired from the Air Force in 2008 as a colonel after 23 years of active and reserve duty.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Board

5/5

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

4/4

100%

Overall attendance

9/9

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

139,411

$653,838

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2022

216,574,805

94.52%

12,556,434

5.48%

Richard Lynch, Massachusetts, United States

(Independent Director)

Mr. Lynch, 74, has served as a director of the Company since February 2013. 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. 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. Prior to his current role, 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.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Board

5/5

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 Committee

4/4

100%

Overall attendance

9/9

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

260,852

$1,223,396

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2022

166,842,701

72.82%

62,288,538

27.18%

Laurie Smaldone Alsup, New Jersey, United States

(Independent Director)

Dr. Laurie Smaldone Alsup, 69, has served as a director of the Company since June 2015. She has a BA from Fordham College and an MD from Yale University, where she completed her residency in Internal Medicine and fellowship in Medical Oncology. Since March 2016, Dr. Smaldone Alsup has been Chief Scientific Officer and Chief Medical Officer of NDA Group AB, a leading drug development consulting company (which merged with PharmApprove, where Dr. Smaldone Alsup had been President and Chief Scientific Officer since August 2011). She was previously Chief Executive Officer of Phytomedics Inc., prior to which she held clinical and regulatory leadership roles at Bristol Myers Squibb, including Senior Vice President of Global Regulatory Science and Vice President of Corporate Strategy and Business Risk Management. Dr. Smaldone Alsup serves as a director of Theravance Biopharma, Inc., Arvinas, Inc., Kinnate Biopharma Inc. and Pardes Biosciences, Inc., and previously served as a director of Kalobios Pharmaceuticals, Inc. She has also served with numerous professional and charitable organizations including the Cancer Institute of New Jersey, the Conference Board Strategic Risk Management Council and the McCarter Theatre in Princeton, New Jersey.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Board

5/5

100%

Current Boards

Theravance Biopharma, Inc.

Arvinas, Inc.

Kinnate Biopharma Inc.

Pardes Biosciences, Inc.

Other Boards in Past 5 Years

None

Board Interlock

None

2018 - present

2019 - present

2020 - present

2022 - present

Audit and Risk Management Committee

4/4

100%

Overall attendance

9/9

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

219,637

$1,030,098

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2022

216,196,656

94.35%

12,934,582

5.65%

V. Prem Watsa, Ontario, Canada

(Independent Lead Director)

Mr. Watsa, 72, has been the Lead Director of the Board since November 2013. Mr. Watsa was Chair of the Compensation, Nomination and Governance Committee from November 2013 until September 2021 and was also a director of the Company from January 2012 until August 2013. He has a bachelor’s degree in chemical engineering from the Indian Institute of Technology in Madras, India and obtained his MBA from the Richard Ivey School of Business at the University of Western Ontario. He is also a holder of the Chartered Financial Analyst designation. Mr. Watsa is currently Chairman and has served as Chief Executive Officer of Fairfax Financial Holdings Limited (“Fairfax”) since 1985. Mr. Watsa is the Chairman of the board of directors of Fairfax India Holdings Corporation, Fairfax’s publicly-traded subsidiary, and Vice Chairman of Hamblin Watsa Investment Counsel Ltd. (“HWIC”), a subsidiary of Fairfax. He is also a co-founder and a director of the BlackNorth Initiative. Prior to joining Fairfax, he held various positions with Confederation Life Insurance Company and GW Asset Management. In addition to the public boards indicated below, Mr. Watsa is a member of the board of trustees of the Hospital for Sick Children Foundation, a member of the Advisory Board for the Richard Ivey School of Business, a member of the board of directors of the Royal Ontario Museum Foundation, and Chairman of the Investment Committee of St. Paul’s Anglican Church in Toronto.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Board

4/5

100%

Current Boards

Fairfax Financial Holdings Limited

Fairfax India Holdings Corporation1

Other Boards in Past 5 Years

Fairfax Africa Holdings

Corporation (now known as Helios Fairfax Partners Corporation)

Board Interlock

None

1985 - present

2015 - present

2016 - 2021

Compensation, Nomination and Governance Committee

4/4

100%

Overall attendance

8/9

89%

Securities Held2

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

129,000

249,931

378,931

$1,777,186

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2022

116,231,953

50.73%

112,899,287

49.27%

1 Fairfax is the controlling shareholder of Fairfax India Holdings Corporation (“Fairfax India”), an investment holding company, and all of the investments of Fairfax and Fairfax India are centrally managed by HWIC.

2 In addition, as of the Record Date, Fairfax and certain of its controlled subsidiaries and group companies beneficially owned approximately 46.7 million Common Shares representing approximately 8.01% of the issued and outstanding Common Shares, or approximately 101.7 million Common Shares representing approximately 15.94% of the issued and outstanding Common Shares assuming conversion of all of its 1.75% unsecured subordinated debentures of the Company due 2023 (the “1.75% Debentures”) and after giving effect to the conversion. This also includes 6,791,844 shares subject to the Asset Value Loan Note, as described in Item 6 of the Form 13D/A filed by Fairfax with the SEC with respect to the Company on August 23, 2021. Mr. Watsa is the Chairman and Chief Executive Officer of Fairfax and beneficially owns shares carrying approximately 43.8% of the votes attached to all outstanding shares of Fairfax.

Wayne Wouters, British Columbia, Canada

(Independent Director)

The Hon. Wayne Wouters, PC, OC, 72, has served as a director of the Company since October 2015. 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. He has been a Strategic and Policy Advisor to McCarthy Tétrault LLP since April 2015 and is also a director of Champion Iron Limited, Canadian Utilities Limited and Foran Mining Corporation. 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.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Board

5/5

100%

Current Boards

Champion Iron Limited

Canadian Utilities Limited

Foran Mining Corporation

Other Boards in Past 5 Years

None

Board Interlock

None

2016 - current

2019 - current

2021 - current

Audit and Risk Management Committee

4/4

100%

Overall attendance

9/9

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

212,504

$996,644

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2022

216,289,190

94.40%

12,842,049

5.60%

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 2024 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 15, 2024 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.

Penalties, Sanctions and Bankruptcies

On November 21, 2013, TranSwitch Corporation (“TranSwitch”) filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Connecticut. Mr. Lynch was a member of the board of directors of TranSwitch from November 2010 and the chairman of the board from July 2012, until termination of the board on the date of the bankruptcy filing when a trustee was appointed.

On December 28, 2015, Kalobios Pharmaceuticals, Inc. (“Kalobios”) filed a voluntary petition for protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Dr. Smaldone Alsup was a member of the board of directors of Kalobios from October 2013 until her resignation on November 19, 2015.

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 eight 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 are currently directors of the Company and each 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 2023 and Fiscal 2022, the Company incurred the following fees for the services of PwC:


	Fiscal 2023	Fiscal 2022
Audit Fees	$2,615,366	$2,649,204
Audit-Related Fees	$32,100	$26,750
All Other Fees	$900	$48,591
Total Fees	$2,648,366