Bombardier Announces April 3, 2024 as the Start of its New Normal Course Issuer Bid

Bombardier Inc. (TSX: BBD.B) (“Bombardier” or the “Corporation”) confirmed today that its new normal course issuer bid (the “New NCIB”) will commence on April 3, 2024, following the early termination of its current normal course issuer bid. The Toronto Stock Exchange (the “TSX”) has approved purchases, from April 3, 2024 to April 2, 2025, up to 1,750,000 of its Class B shares (subordinate voting) under the New NCIB, representing approximately 2.05% of the 85,307,628 Class B shares (subordinate voting) issued and outstanding as of March 21, 2024 (such number being net of 1,993,445 Class B shares (subordinate voting) held in the Trust Account (as defined hereinafter) as of March 21, 2024). The Corporation’s current normal course issuer bid commenced on May 23, 2023 for a 12-month period that would have ended May 22, 2024 (the “2023 NCIB”) for a maximum of 600,000 Class B shares (subordinate voting). The maximum amount of shares under the 2023 NCIB have been purchased. As permitted by the TSX, the 2023 NCIB will terminate early on April 2, 2024, the day prior to the effective date of the New NCIB.

Under the rules of the TSX, a maximum of 5% of the Corporation’s issued and outstanding Class B shares (subordinate voting) may generally be purchased over a 12-month period pursuant to a normal course issuer bid (the “5% Annual Limit”). As a result of the 2023 NCIB’s early termination, the number of Class B shares (subordinate voting) purchased under the 2023 NCIB must be included within the 5% Annual Limit for the New NCIB. As up to 1,750,000 Class B shares (subordinate voting) may be purchased pursuant to the New NCIB, these shares, together with the 600,000 Class B shares (subordinate voting) purchased under the 2023 NCIB, represent approximately 2.75% of the 85,307,628 Class B shares (subordinate voting) issued and outstanding as of March 21, 2024 (such number being net of 1,993,445 Class B shares (subordinate voting) held in the Trust Account as of March 21, 2024, which must be subtracted from the total issued and outstanding Class B shares (subordinate voting) of the Corporation for the purpose of calculating the 5% Annual Limit, as per the rules of the TSX). 

All Class B shares (subordinate voting) purchased under the New NCIB will either be (a) cancelled to mitigate the dilutive effect of granting stock options under the Corporation’s stock option plan, which are settled with Class B shares (subordinate voting), (b) made for the account, and on behalf, of Computershare Trust Company of Canada, as trustee for an employee benefit plans trust account (the “Trust Account”), and used to settle the Corporation’s obligations under its employee share-based incentive plans, including its performance share unit plan and its restricted share unit plan (together with (a), “Stock Option and Incentive Plans Grants Management”), or (c) cancelled in order to manage the Corporation’s capital position while generating value for its shareholders.

The New NCIB will be conducted through the facilities of the TSX or alternative Canadian trading systems, or by exempt offers, private agreements or block purchases. Purchases made on the open market through the facilities of the TSX and alternative Canadian trading systems will be at the prevailing market price at the time of acquisition (plus any brokerage fees). In the event Class B shares (subordinate voting) are purchased by exempt offers, block purchases or private agreements, the purchase price of the Class B shares (subordinate voting) may be, and will be in the case of purchases by private agreement, at a discount to the market price of such Class B shares (subordinate voting) at the time of acquisition, all as may be permitted by the securities regulatory authorities.

The average daily trading volume on the TSX for the six-month period ended February 29, 2024 of the Class B shares (subordinate voting) was 452,557 shares. Under TSX rules, a maximum daily purchase of 25% of this average may be made under the New NCIB, representing 113,139 Class B shares (subordinate voting). In excess of the daily 113,139 Class B shares (subordinate voting) purchase limit, it is also permitted to purchase, once a week, a block of Class B shares (subordinate voting) not owned by an insider, which may exceed such daily limit, in accordance with the TSX requirements. 

Transactions under the New NCIB will depend on future market conditions. Bombardier retains discretion as to whether purchases should be made under the New NCIB, and to determine the timing, amount and acceptable price of any such purchases, subject at all times to applicable TSX and other regulatory requirements. 

Bombardier will be entering into an automatic share purchase plan in connection with its New NCIB that contains parameters regarding how its Class B shares (subordinate voting) may be purchased during times when it would ordinarily not be permitted to purchase Class B shares (subordinate voting) due to regulatory restrictions or self-imposed blackout periods. The automatic share purchase plan has been pre-cleared by the TSX and will be implemented effective as of April 3, 2024.

Bombardier believes that purchases of Class B shares (subordinate voting) under the New NCIB from time to time at the prevailing market price is an effective strategy for the purpose of Stock Option and Incentive Plans Grants Management and, where deemed advisable, to provide flexibility to manage the Corporation's capital position while generating value for shareholders.

In the past 12 months, 600,000 Class B shares (subordinate voting) were purchased by way of the 2023 NCIB. Bombardier had sought and obtained the TSX’s approval for purchases of up to 600,000 Class B shares (subordinate voting) under the 2023 NCIB. All purchases under the 2023 NCIB were made through the facilities of the TSX or alternative Canadian trading systems at the prevailing market price at the time of acquisition (plus any brokerage fees). The weighted average price paid per Class B share (subordinate voting) under the 2023 NCIB was $53.0898 (excluding brokerage fees). All shares purchased under the 2023 NCIB were used for the purpose of Stock Option and Incentive Plans Grants Management.

FORWARD-LOOKING STATEMENTS

Certain statements in this announcement are forward-looking statements based on current expectations, which may involve, but are not limited to: Bombardier’s intentions regarding the New NCIB; the TSX’s approval of the New NCIB; the cancellation of Class B shares (subordinate voting) or the use of Class B shares (subordinate voting) placed in the Trust Account purchased pursuant to the New NCIB; and Bombardier’s belief that purchases of Class B shares (subordinate voting) from time to time at the prevailing market price is an effective strategy for the purpose of Stock Option and Incentive Plans Grants Management and to provide flexibility to manage the Corporation's capital position while generating value for shareholders.

By their nature, forward-looking statements require us to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from those set forth in the forward-looking statements. Please refer to the “Forward-Looking Statements” disclaimer contained in Bombardier’s most recent published financial report for additional details. 

About Bombardier 

Bombardier (BBD-B.TO) and its subsidiaries (Bombardier Group), is a global leader in aviation, focused on designing, manufacturing, and servicing the world's most exceptional business jets. Bombardier’s Challenger and Global aircraft families are renowned for their cutting-edge innovation, cabin design, performance, and reliability. Bombardier has a worldwide fleet of more than 5,000 aircraft in service with a wide variety of multinational corporations, charter and fractional ownership providers, governments, and private individuals. Bombardier aircraft are also trusted around the world in government and military special-mission roles leveraging Bombardier Defense’s proven expertise.

Bombardier is headquartered in Greater Montréal, Québec, and through the Bombardier Group, operates aerostructure, assembly and completion facilities in Canada, the United States and Mexico. Bombardier Group’s robust customer support network services the Learjet, Challenger and Global families of aircraft, and includes facilities in strategic locations in the United States and Canada, as well as in the United Kingdom, Germany, France, Switzerland, Austria, the UAE, Singapore, China and Australia.  For corporate news and information, including Bombardier’s Environmental, Social and Governance report, as well as the company’s plans to cover all its flight operations with a Sustainable Aviation Fuel (SAF) blend utilizing the Book and Claim system visit bombardier.com. Learn more about Bombardier’s industry-leading products and customer service network at businessaircraft.bombardier.com. Follow us on X @Bombardier. 

Bombardier, Challenger, Global and Learjet are registered or unregistered trademarks of Bombardier Inc. or its subsidiaries.

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