bbry-20250512

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, 2025 at 10:00 a.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, 2025 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 unallocated entitlements under the Company’s equity incentive plan;

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

6. TO CONSIDER the shareholder proposal set out in Schedule B to the accompanying management proxy circular in connection with the Meeting; and

7. 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.lumiconnect.com/432058297.

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 2nd day of May, 2025.

BY ORDER OF THE BOARD

(signed) Richard Lynch, Chair


BLACKBERRY LIMITED

Management Proxy Circular

for the

Annual and Special Meeting of Shareholders

Wednesday, June 25, 2025

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			16
4. Approval of Unallocated Entitlements under the Amended and Restated Equity Incentive Plan			17
5. Advisory Vote on Executive Compensation			18
6. Shareholder Proposal			20
EXECUTIVE COMPENSATION			21
PAY FOR PERFORMANCE			44
DIRECTOR COMPENSATION			47
INDEBTEDNESS OF DIRECTORS AND OFFICERS			49
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE			49
INDEMNIFICATION			49
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON			49
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			49
CORPORATE GOVERNANCE			63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			73
ADDITIONAL INFORMATION			74
APPROVAL			74
Schedule A – Mandate of the Board of Directors			A-1
Schedule B – Shareholder Proposal			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 2025: U.S. $1.00 = CDN $1.3845

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

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

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 Wednesday, June 25, 2025 at 10:00 a.m. Eastern Time (the “Meeting”) in a virtual-only format which will be conducted via live audio webcast at https://web.lumiconnect.com/432058297 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 2, 2025. 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 $75,000. 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: https://www.envisionreports.com/BlackBerry2025. On or about May 13, 2025, 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, 2025 (collectively, the “proxy materials”), which was filed with the SEC and Canadian Securities Administrators on April 3, 2025. 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 five 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 the unallocated entitlements under the Company’s amended and restated equity incentive plan (the “Equity Incentive Plan”);

(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”); and

(5) the shareholder proposal set in Schedule B to this Management Proxy Circular.

5. Who is eligible to vote?

Holders of Common Shares registered on the books of the Company at the close of business on May 2, 2025 (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.lumiconnect.com/432058297; 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 10:00 a.m. (Eastern Time) on June 23, 2025.

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 https://investors.blackberry.com and, for assistance with the online platform, contact support-ca@lumiglobal.com.

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 10:00 a.m. (Eastern Time) on June 23, 2025 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 10:00 a.m. (Eastern Time) on June 23, 2025.

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;

(3) FOR the ordinary resolution approving the unallocated entitlements under the Equity Incentive Plan;

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

(5) AGAINST the shareholder proposal set out in Schedule B to 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, 597,088,273 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 unallocated entitlements under the Equity Incentive Plan, the Say on Pay Vote, and the shareholder proposal set out in Schedule B to this Management Proxy Circular.

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 28, 2025 (“Fiscal 2025”), 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 Data Analysis and Retrieval + (SEDAR+) in Canada at www.sedarplus.ca 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 seven.

Lisa Bahash is standing for election as a director of the Company for the first time. During Fiscal 2025, the Compensation, Nomination and Governance Committee (the “CNG Committee”) of the Board worked with a leading global search firm to identify Ms. Bahash as nominee, and she was appointed as a director in late September 2024.

In April 2025, to better facilitate the discharge of its duties, the Board divided the CNG Committee into two separate committees: the Compensation Committee and the Nomination and Governance Committee. The Nomination and Governance 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 strategic vision.

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:

Bahash

Brace

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 in Fiscal 2025, 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 $3.49 per Common Share.

Lisa Bahash, Utah, United States

(Independent Director)

Ms. Bahash, 58, has served as a director of the Company since September 2024 and has been Chair of the Compensation Committee since April 2025. Ms. Bahash has over 30 years of experience in the automotive OEM, Tier 1 supplier and aftermarket sectors. She served as Senior Vice President, Automotive and Transportation with Jabil Inc., targeting opportunities in connectivity, electrification and ADAS. Prior to Jabil, Ms. Bahash was Group Vice President and General Manager of Johnson Control’s Power Solutions business, leading the OEM and technology strategies including advanced energy storage and lithium-ion technologies. She was also President and CEO of Ride Control, LLC (Gabriel), prior to which she held leadership positions at Ford Motor Company. Most recently, Ms. Bahash served as Principal and Operating Partner at Architect Equity LLC. She is a member of the Board of Directors at Syrah Resources Ltd., where she serves as Chair of the Remuneration, Nomination and Governance Committee and as a member of the Sustainability Committee. Ms. Bahash is also a former director of Mattr Corp. She holds a Master of Engineering Management degree from Wayne State University and a Bachelor of Science degree in Mechanical Engineering from the University of Michigan. In 2015, Ms. Bahash was recognized as one of Automotive News Top 100 Leading Women in the North American Auto Industry.

Board/Committee Membership

Attendance

Public Board Membership in Past Five Years & Interlock

Name of Issuer

Period of Service

Board1

5/5

100%

Current Boards

Syrah Resources Ltd.

Other Boards in Past 5 Years

Mattr Corp.

Board Interlock

None

2018 - current

2020 - 2021

Overall attendance

5/5

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

63,692

$222,285

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2024

N/A

1 Ms. Bahash’s attendance reflects her appointment to the Board on September 26, 2024, after which there were five meetings of the Board in Fiscal 2025.

Philip Brace, California, United States

(Independent Director)

Mr. Brace, 54, has served as a director of the Company since February 2024 and as Chair of the Nomination and Governance Committee since April 2025, prior to which he was Chair of the CNG Committee beginning in November 2024. Mr. Brace is the Chief Executive Officer of Skyworks Solutions Inc., and previously served as President and Chief Executive Officer of Sierra Wireless Inc. until its acquisition by Semtech Corporation in 2023. Prior to this, Mr. Brace served as Executive Vice President at Veritas Technologies, President of Seagate Technology’s Cloud Systems and Electronic Solutions, Executive Vice President at LSI Corporation, and General Manager at Intel Corporation. Mr. Brace has also served as Executive Chairman of Inseego Inc. and as a director of Lantronix Corp. Mr. Brace holds a Bachelor of 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

Board

10/10

100%

Current Boards

Skyworks Solutions Inc.

Other Boards in Past 5 Years

Inseego Corp.

Lantronix Inc.

Sierra Wireless Inc.

Board Interlock

None

2024 - current

2023 - 2025

2021 - 2023

Compensation, Nomination and Governance Committee

4/4

100%

Overall attendance

14/14

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

35,000

112,006

147,006

$513,051

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2024

226,606,506

85.2%

39,264,057

14.8%

Lisa Disbrow, Virginia, United States

(Independent Director)

Ms. Disbrow, 62, 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 is the Chair of the NobleReach Foundation and is a director of CACI International Inc, Mercury Systems, Inc., and Avathon, Inc. In addition, Ms. Disbrow is as a Senior Fellow at the Johns Hopkins University Applied Physics Lab and the Vice Chair of the National Defense Industrial Association. She also recently served on the President’s Export Council, as Chair of the Secretary of Defense’s Reserve Forces Policy Board, and as a Commissioner on the Congressional Planning, Programming, Budgeting and Execution Reform Commission. 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

10/10

100%

Current Boards

Mercury Systems, Inc.

CACI International Inc

Other Boards in Past 5 Years

Perspecta Inc.

Board Interlock

None

2017 - present

2021 - present

2018 - 2021

Audit and Risk Management Committee

5/5

100%

Overall attendance

15/15

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

267,052

$932,011

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2024

250,697,034

93.8%

16,465,330

6.2%

John J. Giamatteo, Texas, United States

(Non-Independent Director)

Mr. Giamatteo, 58, 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 Secure Communications division (and its predecessor, the Cybersecurity division) 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

Board

10/10

100%

Current Boards

None

Other Boards in Past 5 Years

None

Board Interlock

None

Overall attendance

10/10

100%

Securities Held

Common Shares (#)

DSUs (#)1

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

490,761

$1,712,756

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2024

250,859,357

93.9%

16,303,904

6.1%

1 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, 76, 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 Compensation Committee and the Nomination and Governance Committee. 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, Cohere Technologies, Inc. and Aeronet Global Communications Holdings Limited. 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

10/10

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

14/14

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

409,710

$1,429,888

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2024

241,036,329

90.3%

25,985,939

9.7%

Lori O’Neill, Ontario, Canada

(Independent Director)

Ms. O’Neill, 59, has served as a director of the Company since June 2024 and is a member of the Audit and Risk Management Committee. 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, she was a leader in the Canadian national technology, media and communications audit practice at Deloitte LLP, where she served for 24 years. Ms. O’Neill 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

Board1

9/9

100%

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

Audit and Risk Management Committee

5/5

100%

Overall attendance

14/14

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

91,065

$317,817

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2024

254,121,625

95.1%

13,041,634

4.9%

1 Ms. O’Neill’s attendance reflects her appointment to the Board on June 25, 2024, after which there were nine meetings of the Board and five meetings of the Audit and Risk Management Committee in Fiscal 2025.

Wayne Wouters, British Columbia, Canada

(Independent Director)

The Hon. Wayne Wouters, PC, OC, 74, 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

10/10

100%

Current Boards

Canadian Utilities Limited

Foran Mining Corporation

Other Boards in Past 5 Years

Champion Iron Limited

Board Interlock

None

2019 - current

2021 - current

2016-2023

Audit and Risk Management Committee

5/5

100%

Overall attendance

15/15

100%

Securities Held

Common Shares (#)

DSUs (#)

Total Common
Shares/DSUs (#)

Total value of Common

Shares/DSUs

As of the Record Date

329,329

$1,149,358

Annual Meeting Voting Results

Year

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

2024

246,814,693

92.4%

20,347,668

7.6%

Advance Notice By-Law and Shareholder Proposals for 2026 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 2026 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, 2026 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 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.

For Fiscal 2025 and the fiscal year ended February 29, 2024 (“Fiscal 2024”), the Company incurred the following fees for the services of PwC:


	Fiscal 2025	Fiscal 2024
Audit Fees	$2,856,803	$2,898,875
All Other Fees	$336,212	$926,831
Total Fees	$3,193,015	$3,825,706

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.

All Other Fees

Other fees paid for Fiscal 2025 were for procedures related to a registration statement, a best practice review of the Company’s separation of its former IoT and Cybersecurity businesses into two virtually autonomous business units, due diligence relating to the Company’s divestiture of its Cylance business, and 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, 2026 (“Fiscal 2026”) 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 2026, 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.

SEC Form DEF 14A filed by BlackBerry Limited