managementinformationcir






2020 Notice of Annual Shareolders  Meeting and Management Information Circular June 26, 2020 





 






       NOTICE OF ANNUAL MEETING OF  SHAREHOLDERS  To the shareholders of Lightspeed POS Inc. (the “Company”):  NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the “Meeting”) of the Company will be  held virtually at https://web.lumiagm.com/127276071, password “lightspeed2020” (case sensitive), on August 6,  2020 at 11 a.m. (ET), for the purposes of:  (i) receiving the consolidated financial statements of the Company for the fiscal year ended March 31,  2020, together with the auditors’ report thereon;  (ii) electing 6 directors for the ensuing year;  (iii) appointing auditors for the ensuing year;   (iv) considering and, if deemed advisable, adopting, with or without variation, an ordinary resolution  approving the conversion of the Company’s Amended and Restated Omnibus Incentive Plan from a  “fixed plan” to a “rolling plan”, whereby the maximum number of subordinate voting shares of the  Company which may be reserved and set aside for issuance under the Company’s Amended and  Restated Omnibus Incentive Plan and the 2012 and 2016 Legacy Option Plans (as defined in the  accompanying management information circular (the “Circular”)) will be changed from a fixed  number of subordinate voting shares to a maximum aggregate number of subordinate voting shares  equal to 15% of all multiple voting shares and subordinate voting shares issued and outstanding  from time to time on a non-diluted basis, as more fully described in the accompanying Circular; and  (v) transacting such other business as may properly come before the Meeting.  The Company’s board of directors has fixed the close of business on June 8, 2020 as the record date for  determining shareholders entitled to receive notice of, and to vote at, the Meeting, or any postponement or  adjournment thereof. No person who becomes a shareholder of record after that time will be entitled to vote at  the Meeting or any postponement or adjournment thereof.  A shareholder may attend the Meeting and vote in person or may be represented and vote by proxy. If  you are unable to attend the Meeting in person, please complete, date, sign and return the accompanying  form of proxy enclosed herewith for use at the Meeting or any adjournment thereof. To be effective, the  attached proxy must be received not later than August 4, 2020 at 11 am (ET). Your shares will be voted in  accordance with your instructions as indicated on the proxy.  If you have any questions about or require assistance in completing your form of proxy, or about the  information contained in this Circular, please contact the Company's Corporate Secretary:  by email at  dan.micak@lightspeedhq.com.  Les actionnaires qui préféreraient recevoir la circulaire de sollicitation de procurations de la direction en  français n’ont qu’à en aviser le secrétaire corporatif de Lightspeed POS Inc. ou écrire à  gouvernance@lightspeedhq.com.    Dated at Montréal, Québec, Canada, June 26, 2020.  By order of the Board of Directors,    Dax Dasilva  Founder and Chief Executive Officer  





 






       MANAGEMENT INFORMATION CIRCULAR  Except as otherwise indicated, the information contained herein is given as of June 24, 2020. All references in  this Circular to dollars, “$” or “US$” are to United States dollars and all references to Canadian dollars and “C$”  are to Canadian dollars.   WHAT’S INSIDE    INVITATION TO SHAREHOLDERS ............................................................................................................................. 1  SUMMARY ............................................................................................................................................................. 2  VOTING AND PROXIES ............................................................................................................................................ 3  BUSINESS OF THE MEETING ................................................................................................................................... 9  Election of Directors ................................................................................................................................................... 9  Appointment of Auditors .......................................................................................................................................... 13  Conversion of the Company’s Amended and Restated Omnibus Incentive Plan ...................................................... 14  COMPENSATION OF DIRECTORS ........................................................................................................................... 15  EXECUTIVE COMPENSATION ................................................................................................................................ 20  Introduction ............................................................................................................................................................. 20  Overview .................................................................................................................................................................. 20  Compensation Discussion and Analysis.................................................................................................................... 20  Compensation Philosophy and Objectives ........................................................................................................... 20  Compensation Governance .................................................................................................................................. 21  Compensation-Setting Process ............................................................................................................................ 21  Principal Elements of Compensation ........................................................................................................................ 22  Equity Incentive Plans .............................................................................................................................................. 24  Amended and Restated Omnibus Incentive Plan ..................................................................................................... 26  Legacy Option Plans ................................................................................................................................................. 30  Securities Authorized for Issuance Under Equity Compensation Plans ............................................................... 33  Named Executive Officers' Compensation ............................................................................................................... 34  Summary Compensation Table ............................................................................................................................ 34  CEO Performance-Based Compensation .............................................................................................................. 35  Employment Agreements, Termination and Change of Control Benefits ............................................................ 36  Outstanding Option-Based Awards and Share-Based Awards ............................................................................. 37  Incentive Plan Awards – Value Vested or Earned During the Year ....................................................................... 38  STATEMENT OF CORPORATE GOVERNANCE PRACTICES ........................................................................................ 39  Nomination of Directors and Majority Voting Policy ............................................................................................... 39  Independence of Directors ....................................................................................................................................... 40  





 






       Director Term Limits and Other Mechanisms of Board Renewal ............................................................................. 40  Charter of the Board ................................................................................................................................................ 41  Committees of the Board ......................................................................................................................................... 41  Code of Ethics ........................................................................................................................................................... 43  Diversity ................................................................................................................................................................... 43  Directors' and Officers' Liability Insurance ............................................................................................................... 44  Director Orientation and Continuing Education ....................................................................................................... 44  Risk Management .................................................................................................................................................... 44  OTHER INFORMATION.......................................................................................................................................... 46  Indebtedness of Directors and Senior Executives ..................................................................................................... 46  Additional Information ............................................................................................................................................. 46  Shareholder Proposals for Next Annual Meeting of Shareholders ........................................................................... 46  APPROVAL OF MANAGEMENT INFORMATION CIRCULAR ..................................................................................... 46  SCHEDULE “A” ...................................................................................................................................................... 47  CHARTER OF THE BOARD OF DIRECTORS .............................................................................................................. 47  SCHEDULE “B” ...................................................................................................................................................... 52  RESOLUTION IN RESPECT OF AMENDMENTS TO AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN ............. 52      





 






    INVITATION TO SHAREHOLDERS    MANAGEMENT INFORMATION CIRCULAR 1  INVITATION TO SHAREHOLDERS        Dear Shareholders:    On behalf of the Board of Directors and management of the Company, we are   pleased to invite you to attend the annual meeting of shareholders   that will be held virtually this year on August 6, 2020 at 11 a.m. (ET).    To join the virtual meeting, please login at https://web.lumiagm.com/127276071   using the password “lightspeed2020” (case sensitive).    The Company’s subordinate voting shares are listed on the Toronto Stock Exchange (“TSX”)   under the symbol “LSPD”. As at June 24, 2020, there were 78,302,477 subordinate voting shares and 14,667,922  multiple voting shares of the Company issued and outstanding.     This annual meeting is your opportunity to vote on a number of important matters as well as hear first-hand about  our financial performance and strategic plans for the future. The enclosed management information circular  describes the business to be conducted at the meeting and provides information on the Company’s executive  compensation and corporate governance practices. If you attend in person, you will have the opportunity to  interact with and to ask questions to members of the Board of Directors and management.     Your participation in voting at the meeting is important to us. You can vote electronically during the virtual meeting,  or alternatively by telephone, via the internet or by completing and returning the enclosed form of proxy or voting  instruction form. Please refer to the “Voting and Proxies” section of this management information circular.  We look forward to welcoming you at the meeting and thank you for your continued support.  Sincerely,       Patrick Pichette  Chair of the Board of Directors  Dax Dasilva  Founder and Chief Executive Officer    





 






    SUMMARY    MANAGEMENT INFORMATION CIRCULAR 2  SUMMARY  The following summary highlights some of the important information you will find in this management information  circular (this “Circular”) of Lightspeed POS Inc. (the “Company” or “Lightspeed”).  Shareholder Voting Matters  VOTING MATTER BOARD VOTE RECOMMENDATION INFORMATION  Election of 6 directors FOR each nominee pages 9 to 13  Appointment of PricewaterhouseCoopers LLP as auditors FOR page 13  Conversion of the Company’s Amended and Restated Omnibus Incentive Plan  from a “fixed plan” to a “rolling plan”  FOR pages 14 to 15  Our Director Nominees  NAME ®ION AGE  DIRECTOR  SINCE POSITION  BOARD &  COMMITTEE  ATTENDANCE  IN FISCAL  2020  OTHER  PUBLIC  BOARDS  AREAS OF EXPERTISE  (Top 4)  Patrick Pichette  London, UK  (Chair)  Independent 57 2018  Corporate Director,  Chair of the Board 100% 1  Executive Leadership  Accounting/Finance   Governance/Risk  Management   Strategy/M&A  Dax Dasilva  Québec, Canada  44 2005 Chief Executive Officer and Corporate Director 100% 0  Executive Leadership  Innovation/Technology  Retail/Hospitality Sales  Strategy/M&A  Jean Paul Chauvet  Québec, Canada  47 2013 President and Corporate Director 100% 0  Executive Leadership  Marketing/Advertising  Retail/Hospitality Sales  Governance/Risk  Management  Marie-Josée  Lamothe  Québec, Canada    Independent  52 2018 Corporate Director 100% 1  Executive leadership  Retail/Hospitality Sales  Marketing/Advertising  Governance/Risk  Management  Paul McFeeters  Ontario, Canada    Independent  65 2018 Corporate Director 100% 1  Executive Leadership  Accounting/Finance  Governance/Risk  Management  Strategy/M&A  Rob Williams  Washington, United  States    Independent  52 2018 Corporate Director 100%  0  Executive Leadership  Retail/Hospitality Sales  Marketing/Advertising  Innovation/Technology      





 






    VOTING AND PROXIES    MANAGEMENT INFORMATION CIRCULAR 3  VOTING AND PROXIES  Voting at the Meeting  Registered shareholders and duly appointed proxyholders will be able to attend the Meeting and vote in real time,  provided they are connected to the internet and follow the instructions below. Non-registered shareholders who  have not duly appointed themselves as proxyholder will be able to attend the virtual meeting as guests but will  not be able to vote at the virtual meeting.’  Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy  or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend  the virtual meeting) must carefully follow the instructions below and on their form of proxy or voting instruction  form. These instructions include the additional step of registering such proxyholder with our transfer agent, AST  Trust Company (Canada), after submitting the form of proxy or voting instruction form. Failure to register the  proxyholder with AST Trust Company Canada will result in the proxyholder not receiving a control number to  participate in the virtual meeting and only being able to attend as a guest. Guests will be able to listen to the  virtual meeting but will not be able to vote.  To vote by online ballot through the live webcast platform, follow the below instructions:  1. Log in at https://web.lumiagm.com/127276071 on your browser at least 15 minutes before the Meeting  starts  2. Click on “I have a control number”  3. Enter your control number  4. Enter the password: “lightspeed2020” (case sensitive)  5. When the ballots have been opened, you will see them appear on your screen  If you use your control number to log in to the meeting, any vote you cast at the meeting will revoke any proxy  you previously submitted. If you do not wish revoke a previously submitted proxy, you should not vote during the  meeting.  Proxyholders who have been duly appointed and registered with AST as described in the section titled  “Appointment of Proxy” will receive a control number by email from AST after the proxy voting deadline has  passed.  Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly  appointed themselves as proxyholder) that attend the meeting online will be able to vote by completing a ballot  online during the Meeting through the live webcast platform.  Joining the Meeting as a Guest  Guests (including non-registered shareholders who have not duly appointed themselves as proxyholder) can log  into the meeting as set out below. Guests will be able to listen to the meeting but will not be able to vote during  the meeting.  Guests can also listen to the Meeting by following the instructions below:   1. Log in at https://web.lumiagm.com/127276071 on your browser  2. Click on “GUEST”  3. Provide your name and email address (no password is required for guests)  





 






    VOTING AND PROXIES    MANAGEMENT INFORMATION CIRCULAR 4    It is your responsibility to ensure internet connectivity for the duration of the meeting and you should allow ample  time to log in to the meeting online before it begins.  Non-registered shareholders/Appointees obtaining a control number to vote during the  meeting:  You must complete the additional step of registering the proxyholder by calling AST at 1-866-751-6315 (within  North America) or 212-235-5754 (outside of North America) by no later than 11 a.m. (ET) on August 4, 2020.  Failing to register your proxyholder online will result in the proxyholder not receiving a control number, which is  required to vote at the meeting.   Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote at  the meeting but will be able to participate as a guest.   Solicitation of Proxies  This Circular is sent in connection with the solicitation by the management of the Company of proxies to be used  at the Meeting, at the time, place and for the purposes set forth in the Notice of Annual Meeting of shareholders  (the “Notice of Meeting”), and at any adjournment thereof. The solicitation is being made primarily by email, but  proxies may also be solicited by telephone, facsimile or other personal contact by officers or other employees of  the Company. The cost of the solicitation will be borne by the Company.  Notice-and-Access  As permitted by Canadian securities regulators, Lightspeed is using notice-and-access (as defined in National  Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer) to deliver the  Meeting materials, including this Circular, to both its registered and nonregistered shareholders. Lightspeed is  also using notice-and-access to deliver its annual consolidated financial statements to its registered and non- registered shareholders. This means that the Circular and the annual consolidated financial statements of the  Company are being posted online for shareholders to access, rather than being mailed out. Notice-and-access  gives shareholders more choice, substantially reduces Lightspeed's printing and mailing costs, and is more  environmentally friendly as it reduces materials and energy consumption.    Shareholders will still receive a form of proxy or a voting instruction form in the mail (unless shareholders have  chosen to receive proxy materials electronically) so they can vote their shares but, instead of automatically  receiving a paper copy of this Circular and the annual consolidated financial statements of the Company,  shareholders will receive a notice with information about how they can access the Circular and annual  consolidated financial statements of the Company electronically and how to request a paper copy. This Circular  and annual consolidated financial statements of the Company are available on Lightspeed's website at  www.lightspeedhq.com and on SEDAR at www.sedar.com.    Shareholders may request a paper copy of this Circular and/or the annual consolidated financial statements of  the Company, at no cost, up to one year from the date this Circular was filed on SEDAR. Shareholders may make  such a request at any time prior to the meeting (a) on the web at www.meetingdocuments.com/ASTCA/LSPD;  (b) by contacting AST at 1-888-433-6443 (toll free in Canada and the United States) or 416-682-3801 (other  countries); (c) by contacting the Company's Corporate Secretary by email at dan.micak@lightspeedhq.com.    





 






    VOTING AND PROXIES    MANAGEMENT INFORMATION CIRCULAR 5  Appointment of Proxy  The individuals named in the accompanying form of proxy (the "Management Appointees") are, for purposes  of the Meeting, shareholders and officers and/or directors of the Company, as applicable. A shareholder wishing  to appoint some other person to represent such shareholder at the Meeting has the right to do so, either  by inserting such person's name in the blank space provided in the applicable form of proxy and striking  out the names designated as appointees in such form of proxy or by completing another proxy.   The cost of the mailing and solicitation will be borne by the Company.  A proxy will not be valid for the Meeting unless the completed form of proxy is delivered to AST Trust Company  (Canada): (i) by internet at www.astvotemyproxy.com; (ii) by email at proxyvote@astfinancial.com; (iii) by mail  addressed to AST Trust Company (Canada) Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1; (iv)  by fax to 1-416-368-2502 or toll free in Canada and the United States to 1-866-781-3111; or (v) by touch-tone  phone toll-free at 1-888-489-7352, in all cases received not later than August 4, 2020 at 11 a.m. (Eastern Time).  Voting by Proxy at the Meeting   The person you appoint will need to contact AST Trust Company by calling 1-866-751-6315 (within North  America) or 212-235-5754 (outside of North America) by no later than 11 a.m. (ET) on August 4, 2020 to request  a control number to be represented or vote at the meeting. It is the responsibility of the shareholder or their proxy  to contact AST Trust Company (Canada) to request a control number.  Without the control number, proxyholders will not be able to participate at the Meeting.  Revocation of Proxy  In addition to revocation in any other manner permitted by law, a shareholder who has given a proxy may revoke  it at any time before it is exercised, by instrument in writing executed by the shareholder or by the shareholder's  attorney authorized in writing and deposited with AST Trust Company (Canada): (i) by internet at  www.astvotemyproxy.com; (ii) by email at proxyvote@astfinancial.com; (iii) by mail addressed to AST Trust  Company (Canada) Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1; (iv) by fax to 1-416-368-2502  or toll free in Canada and the United States to 1-866-781-3111; or (v) by touch-tone phone toll-free at 1-888-489- 7352, at any time up to and including the last Business Day preceding the day of the Meeting at which the proxy  is to be used, or with the chair of the Meeting on the day of the Meeting.  





 






    VOTING AND PROXIES    MANAGEMENT INFORMATION CIRCULAR 6  Exercise of Discretion by Proxies  The persons named in the enclosed form of proxy will, on a show of hands or any ballot that may be called for,  vote (or withhold from voting) the shares in respect of which they are appointed as proxies in accordance with  the instructions of the shareholders appointing them. If a shareholder specifies a choice with respect to any  matter to be acted upon, the shares will be voted accordingly. If no instructions are given, the shares will be  voted FOR the election of the nominees of the board of directors of the Company (the “Board of  Directors” or the “Board”) as directors, FOR the appointment of PricewaterhouseCoopers LLP as  auditors, and FOR the conversion of the Company’s Amended and Restated Omnibus Incentive Plan (as  defined herein) from a “fixed plan” to a “rolling plan” as more fully described herein. The enclosed form  of proxy confers discretionary authority upon the persons named therein with respect to amendments  or variations to matters identified in the Notice of Meeting, and with respect to other business which may  properly come before the Meeting or any adjournment thereof. As of the date hereof, management of the  Company knows of no such amendment, variation or other business to come before the Meeting. If any such  amendment or other business properly comes before the Meeting, or any adjournment thereof, the persons  named in the enclosed form of proxy will vote on such matters in accordance with their best judgement.  Voting Shares and Principal Holders Thereof  As of June 24, 2020, there were 78,302,477 subordinate voting shares and 14,667,922 multiple voting shares  issued and outstanding. The subordinate voting shares are “restricted securities” within the meaning of such term  under applicable Canadian securities laws in that they do not carry equal voting rights with the multiple voting  shares. Each subordinate voting share entitles its holder to one vote with respect to the matters voted at the  Meeting and each multiple voting share entitles its holder to four votes with respect to the matters voted at the  Meeting. In aggregate, all of the voting rights associated with the subordinate voting shares represented, as at  June 24, 2020, 57.17% of the voting rights attached to all of the issued and outstanding shares of the Company.   The subordinate voting shares are not convertible into any other class of shares. Each outstanding multiple voting  share may at any time, at the option of the holder, be converted into one subordinate voting share. Upon the first  date that a multiple voting share shall be held by a person other than a Permitted Holder (each such term is  defined in the Company’s articles), the Permitted Holder which held such multiple voting share until such date,  without any further action, shall automatically be deemed to have exercised his, her or its rights to convert such  multiple voting share into a fully paid and non-assessable subordinate voting share.   In addition, all Multiple Voting Shares held by Permitted Holders will convert automatically into subordinate voting  shares at such time that is the earlier to occur of the following (i) Permitted Holders that hold multiple voting  shares no longer as a group beneficially own, directly or indirectly and in the aggregate, at least 12.5% of the  issued and outstanding subordinate voting shares and multiple voting shares (on a non-diluted basis), and  (ii) Dax Dasilva is no longer serving as a director or member of senior management of the Company.   Under applicable Canadian securities laws, an offer to purchase multiple voting shares would not necessarily  require that an offer be made to purchase subordinate voting shares. In accordance with the rules of the TSX  designed to ensure that, in the event of a take-over bid, the holders of subordinate voting shares will be entitled  to participate on an equal footing with holders of multiple voting shares, the holders of multiple voting shares  have entered into a customary coattail agreement with Lightspeed and a trustee (the “Coattail Agreement”).  The Coattail Agreement contains provisions customary for dual-class, TSX-listed corporations designed to  prevent transactions that otherwise would deprive the holders of subordinate voting shares of rights under  applicable Canadian securities laws to which they would have been entitled if the multiple voting shares had  been subordinate voting shares. Additional information regarding the Coattail Agreement can be found in the  Company’s annual information form, available under the Company’s profile on SEDAR at www.sedar.com and  on the Company’s website at investors.lightspeedhq.com.   





 






    VOTING AND PROXIES    MANAGEMENT INFORMATION CIRCULAR 7  To the knowledge of the directors and executive officers of Lightspeed, as of June 24, 2020, there are no persons  who beneficially own, or exercise control or direction over, directly or indirectly, more than 10% of either class of  subordinate voting shares and multiple voting shares other than the following:   SHARES OWNED  NAME OF SHAREHOLDER  Number of  Subordinate  Voting Shares  Number of  Multiple  Voting Shares  Percentage of  Outstanding  Shares  Percentage of  Total Voting Power(1)  Dax Dasilva(2)  — 14,667,922 15.8%(3) 42.8%(3)  Caisse de dépôt et placement  du Québec  25,936,219 — 27.9%(3) 18.9%(3)     (1) Percentage of total voting power represents voting power with respect to all of our subordinate voting shares and multiple voting  shares, as a single class. The holders of our multiple voting shares are entitled to four votes per share, and holders of our  subordinate voting shares are entitled to one vote per share.   (2) Represents shares held by DHIDasilva Holdings Inc., which shares Dax Dasilva beneficially owns and controls.    (3) Figure represents ownership on a non-diluted basis. On a fully-diluted basis, Dax Dasilva and Caisse own 14.7% and 25.8% of  the issued and outstanding shares and hold 40.7% and 18.0% of the total voting power attached to all of the issued and  outstanding shares, respectively.    Non-Registered Shareholders  Only registered shareholders as of the close of business on June 8, 2020 (the “Record Date”) or the persons  they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, subordinate voting  shares and multiple voting shares beneficially owned by a person (a “Non-Registered Holder”) are registered  either: (i) in the name of an intermediary that the Non-Registered Holder deals with in respect of his or her  subordinate voting shares or multiple voting shares (an “Intermediary”), such as securities dealers or brokers,  banks, trust companies and trustees or administrators of self-administered RRSPs, TFSAs, RRIFs, RESPs and  similar plans, or (ii) in the name of a clearing agency of which the Intermediary is a participant. In accordance  with National Instrument 54-101 of the Canadian Securities Administrators entitled “Communication with  Beneficial Owners of Securities of a Reporting Issuer”, the Company has distributed copies of the Notice of  Meeting and this Circular (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for  distribution to Non-Registered Holders. Intermediaries are required to forward the Meeting Materials to Non- Registered Holders, and often use a service company (such as Broadridge in Canada) for this purpose.  Non-Registered Holders will be provided with a computerized form (often called a “voting instruction form”) which  is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Holder  and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary  must follow. The Non-Registered Holder may provide such voting instructions to the Intermediary or its service  company through the Internet or through a toll-free telephone number. The purpose of this procedure is to permit  Non-Registered Holders to direct the voting of the subordinate voting shares or multiple voting shares that they  beneficially own.  Should a Non-Registered Holder who receives a voting instruction form wish to vote at the Meeting in person (or  have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should  print his or her own name, or that of such other person, on the voting instruction form and return it to the  Intermediary or its service company.   





 






    VOTING AND PROXIES    MANAGEMENT INFORMATION CIRCULAR 8  Non-Registered Holders should carefully follow the instructions of their Intermediary, including those  regarding when, where and by what means the voting instruction form or proxy form must be delivered.  A Non-Registered Holder may revoke voting instructions that have been given to an Intermediary at any time by  written notice to the Intermediary.   We are not sending proxy-related materials to beneficial owners who have declined to receive them in order to  save mailing costs and abide by the instructions of its declining beneficial owners.  Non-Objecting Beneficial Owners (NOBOs)    Under applicable securities legislation, a beneficial owner of securities is a "non-objecting beneficial owner" (or  "NOBO") if such beneficial owner has or is deemed to have provided instructions to the intermediary holding the  securities on such beneficial owner’s behalf not objecting to the intermediary disclosing ownership information  about the beneficial owner in accordance with said legislation.  These securityholder materials are being sent to both registered and non-registered owners of the securities. If  you are a non-registered owner, and Lightspeed or its agent has sent these materials directly to you, your name  and address and information about your holdings of securities, have been obtained in accordance with applicable  securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these  materials to you directly, Lightspeed (and not the intermediary holding on your behalf) has assumed responsibility  for (i) delivering these materials to you, and (ii) executing your proper voting instructions.  If you are a NOBO and your name has been provided to AST, you can vote your shares by attending the Meeting  in person by appointing yourself as proxyholder, or by appointing someone else as proxyholder to attend the  Meeting and vote your Common Shares for you, by following the instructions set out in your voting instruction  form (refer to your control number shown on your voting instruction form).  Objecting Beneficial Owners (OBOs)    Under applicable securities legislation, a beneficial owner is an "objecting beneficial owner" (or "OBO") if such  beneficial owner has or is deemed to have provided instructions to the intermediary holding the securities on  such beneficial owner’s behalf objecting to the intermediary disclosing ownership information about the beneficial  owner in accordance with such legislation.  If you are an OBO, you received these materials from your intermediary or its agent (such as Broadridge), and  your intermediary is required to seek your instructions as to how to vote your Common Shares. Lightspeed has  agreed to pay for intermediaries to deliver to OBOs the proxy-related materials and the relevant voting instruction  form. The voting instruction form that is sent to an OBO by the intermediary or its agent should contain an  explanation as to how you can exercise your voting rights, including how to attend and vote directly at the  Meeting. Please provide your voting instructions to your intermediary as specified in the enclosed voting  instruction form.  





 






  ELECTION OF DIRECTORS - NOMINEES  MANAGEMENT INFORMATION CIRCULAR 9  BUSINESS OF THE MEETING  Election of Directors  Under the Company's articles, the Board is to consist of a minimum of three and a maximum of 15 directors as  determined from time to time by the directors. Currently, the Board consists of six directors: Patrick Pichette, Dax  Dasilva, Jean Paul Chauvet, Marie-Josée Lamothe, Rob Williams and Paul McFeeters, all of whom are standing  for election at this Meeting. Under the Canada Business Corporations Act ("CBCA"), a director may be removed  with or without cause by a resolution passed by a majority of the votes cast by shareholders present in person  or by proxy at a meeting and who are entitled to vote. The directors are appointed at the annual general meeting  of shareholders and the term of office for each of the directors will expire at the time of our next annual  shareholders meeting. Under the CBCA, at least one quarter of our directors must be resident Canadians as  defined in the CBCA. Our articles provide that, between annual general meetings of shareholders, the directors  may appoint one or more additional directors so appointed, but the number of additional directors so appointed  may not at any time exceed one-third of the number of current directors who were elected or appointed other  than as additional directors.   Nomination Process  The process to nominate the Company’s directors is described in the section entitled “Nomination of Directors  and Majority Voting Policy” in the Statement of Corporate Governance Practices of this Circular.  Nominees  The following tables include profiles of each director nominee with a description of his or her experience,  qualifications, areas of expertise, participation on the Board and its committees, if applicable, ownership of  Lightspeed securities, as well as other public company board memberships. As you will note from the enclosed  form of proxy or voting instruction form, shareholders may vote for each director individually.  





 






  ELECTION OF DIRECTORS - NOMINEES  MANAGEMENT INFORMATION CIRCULAR 10                Patrick Pichette  Age 57  London, UK  Director since 2018  Independent  Mr. Pichette is a General Partner at Inovia Capital, a Montreal based venture firm, which he joined in April 2018. Mr. Pichette  previously served as Senior Vice President and Chief Financial Officer of Google Inc. from August 2008 until May 2015. Prior  to joining Google, from January 2001 until July 2008, Mr. Pichette served as an executive officer of Bell Canada Enterprises  Inc., including, in his last position, as President, Operations for Bell Canada, and previously as Executive Vice President,  Chief Financial Officer, and Executive Vice President of Planning and Performance Management. Prior to joining Bell Canada  Enterprises Inc., from 1996 to 2000, Mr. Pichette was a principal at McKinsey & Company. Prior to that, from 1994 to 1996,  he served as Vice President and Chief Financial Officer of Call-Net Enterprises Inc., a Canadian telecommunications  company. Mr. Pichette has been a member of the board of directors of Twitter, Inc. since December 2017 and serves as its  independent chair, the chair of its audit committee and a member of its compensation committee. Mr. Pichette was previously  a director of Bombardier Inc. from October 2013 to November 2017 and of Amyris, Inc., a renewable products company, from  March 2010 to May 2013. Mr. Pichette holds a Master of Arts degree in philosophy, politics, and economics from Oxford  University, where he attended as a Rhodes Scholar, and a Bachelor of Arts degree in Business Administration from Université  du Québec à Montréal.  Areas of Expertise:  Executive Leadership  Accounting/Finance   Governance/Risk  Management   Strategy/M&A  Board/Committee Membership  Board of Directors, Chair  CNG Committee, Chair  Audit Committee  Public Board Memberships  Twitter Inc.  Securities Held as at June 24, 2020  Number of subordinate  voting shares  Number of multiple  voting shares Number of options  Number of DSUs Number of RSUs Number of PSUs          - - - - - -           Dax Dasilva  Age 44  Québec, Canada  Director since 2005  Not Independent (Management)    Mr. Dasilva has been the Chief Executive Officer and a director of Lightspeed since he founded the Company in 2005. Under  Mr. Dasilva’s leadership, Lightspeed has grown into a global business with offices in Canada, the United States, Europe,  and Australia. Mr. Dasilva has over 20 years of entrepreneurship experience and has received numerous awards and  recognitions, including the 2019 Globe and Mail Innovator of the Year, the Ernst & Young Entrepreneur of the Year Award in  2012, Startup Canada’s Entrepreneur of the Year Award in 2016 for both Quebec and Canada and Start Proud’s Technology  Leader Award in 2018. He was named one of the 100 Most Intriguing Entrepreneurs by Goldman Sachs at the 2017 Builders  + Innovators Summit. In addition, in 2015, Mr. Dasilva founded Never Apart, a non-profit organization offering creative space  for cultural programming with global reach and impact.  Areas of Expertise:  Executive Leadership  Innovation/Technology  Retail/Hospitality Sales  Strategy/M&A  Board/Committee Membership   Board of Directors  Public Board Memberships  -  Securities Held as at June 24, 2020  Number of subordinate  voting shares  Number of  multiple voting  shares  Number of options Number of DSUs Number of RSUs Number of PSUs   - 14,667,922 148,579 - 31,485 -       





 






  ELECTION OF DIRECTORS - NOMINEES  MANAGEMENT INFORMATION CIRCULAR 11                Jean Paul Chauvet  Age 47  Québec, Canada  Director since 2013  Not Independent (Management)    Mr. Chauvet has been our President since 2016. Having joined us in the role of Chief Revenue Officer in 2012, he became  a member of our board of directors in 2013. Prior to joining Lightspeed, Mr. Chauvet held various leadership positions at  Atex Group across Europe and Asia where his last role was CEO, EMEA. Prior to joining Atex, Mr. Chauvet was the VP,  Sales and Marketing of Nstein Technologies and from 2000 to 2005, he was the VP, Sales and Marketing of IXIASOFT  Technologies Inc. Mr Chauvet also serves on the boards of directors of Coveo Solutions Inc., a provider of AI-based search  technologies which he joined in 2016, and Alaya Care Inc., a cloud-based home care software solutions provider.    Areas of Expertise:  Executive Leadership  Marketing/Advertising  Retail/Hospitality Sales  Governance/Risk  Management  Board/Committee Membership  Board of Directors  Public Board Memberships  -  Securities Held as at June 24, 2020  Number of subordinate  voting shares  Number of multiple  voting shares Number of options  Number of DSUs Number of RSUs Number of PSUs        1,370 - 1,179,666 - 26,569 -        Marie-Josée Lamothe  Age 52  Québec, Canada  Director since 2018  Independent    Ms. Lamothe has over 25 years of experience in the competitive digital and consumer products world (Google, L’Oréal,  Procter & Gamble, Clairol). She is best noted for her expertise in Global Product Management and Digital Transformation.  Ms. Lamothe is the President of Tandem International, an advisory firm specialized in omnichannel profitability. She is also  a Professor of Practice at McGill University (Desautels Business Faculty) and the Director of McGill's Dobson Center for  Entrepreneurship. From 2014 to 2018, she was a Managing Director at Google Canada and held several executive positions  at L’Oréal between 2002 and 2014, from International Marketing Director in France, to Chief Marketing Officer and Chief  Corporate Communications Officer in Canada. Ms. Lamothe also serves on the boards of Alimentation Couche-Tard Inc.,  Desjardins Group and Eddify NDT.  Ms. Lamothe was previously a Director of Jean Coutu Group PJC Inc. from July 2016  until the privatization of the company in May 2018. Ms. Lamothe has received many accolades and awards including the  Desautels Achievement award by McGill University and was named one of Top 10 Women in Tech in Canada by the  Boardlist. She completed INSEAD’s, L’Oréal management program in France and earned a dual bachelor’s degree in  economics and mathematics, with honors, and, more recently, an honoree diploma, both from the University of Montréal.     Areas of Expertise:  Executive Leadership  Retail/Hospitality Sales  Marketing/Advertising  Governance/Risk  Management  Board/Committee Membership  Board of Directors  CNG Committee  Public Board Memberships  Alimentation Couche-Tard Inc.  Securities Held as at June 24, 2020  Number of subordinate  voting shares  Number of multiple  voting shares Number of options  Number of DSUs Number of RSUs Number of PSUs        15,620 - 15,574 1,949 - -        





 






  ELECTION OF DIRECTORS - NOMINEES  MANAGEMENT INFORMATION CIRCULAR 12         Paul McFeeters  Age 65  Ontario, Canada  Director since 2018  Independent  Mr. McFeeters retired from OpenText in September 2014 where he had served as the Chief Financial Officer since June  2006. Mr. McFeeters has more than thirty years of C-level business experience, including previous employment as Chief  Financial Officer of Platform Computing Inc., a grid computing software vendor from 2003 to 2006, and of Kintana Inc., a  privately-held IT governance software provider, from 2000 to 2003. Mr. McFeeters also held President and CEO positions  at MD Private Trust from 1997 to 2000. Between 1981 and 1996 Mr. McFeeters worked at Municipal Financial Corporation  and held various progressive positions there including Chief Financial Officer, Chief Operating Officer, President and Chief  Executive Officer. Mr. McFeeters has been a member of the board of directors of Constellation Software Inc., a diversified  software company, since October 2014 and serves on its audit committee. From 2015 to August 2019, Mr. McFeeters was  a board advisor for Hootsuite, a social media management company. From 2007 to January 2016, Mr. McFeeters was a  member of the board of Blueprint Software Systems Inc., an enterprise requirements software solutions provider. Mr.  McFeeters holds a B.B.A (Honours) from Wilfrid Laurier University and a MBA from Schulich School of Business at York  University and is a Chartered Professional Accountant.   Areas of Expertise:  Executive Leadership  Accounting/Finance  Governance/Risk  Management  Strategy/M&A  Board/Committee Membership  Board of Directors  CNG Committee  Audit Committee, Chair  Public Board Memberships  Constellation Software Inc.  Securities Held as at June 24, 2020  Number of subordinate  voting shares  Number of  multiple  voting  shares  Number of options Number of DSUs Number of RSUs Number of PSUs      250,000 - 15,574 4,830 - -        Rob Williams  Age 52  Washington, United States   Director since 2018  Independent   Mr. Williams has over 20 years of online (Amazon), big box (Best Buy) and specialty retail (Magnolia Hi-Fi) experience.  In his near decade at Amazon (2006 to 2015), Mr. Williams held five senior leadership positions on both the Retail and  Seller teams. In his last role, Mr. Williams led Amazon’s Tier 1 Vendor team for Global Vendor Management. Prior to  that, Mr. Williams led three business teams for Amazon’s Seller Fulfillment by Amazon (FBA) division: the Seller  Reimbursement and Recovery/Liquidations team, the Contact Reduction team, and the Defect Reduction team.  Previously, he led the FBA Product Development Roadmap team. Before that role, Mr. Williams led Product Management  for Amazon’s Competitive Strategy and Negotiations Team. Prior to Amazon, Mr. Williams was on the leadership team  of Magnolia Hi-Fi when they were acquired by Best Buy. Mr. Williams was promoted to National Director at Best Buy,  where he led Sales Development for the Magnolia Home Theater store within a store project. Mr. Williams was at  Magnolia Hi-Fi and Best Buy from September 1994 to June 2006. Prior to that in 1994 he was a criminal prosecutor  under the City of Seattle’s Trial Advocacy Program. Mr. Williams holds his Bachelor of Arts degree in Business  Administration from the University of Washington and his Juris Doctor, Law from the Willamette University College of  Law. He is also a guest lecturer on International Business for the University of Washington School of Business  Administration and a keynote speaker on how to build a company culture of Disruptive Innovation and consults worldwide  on eCommerce, retail and technology. Caisse de dépôt et placement du Québec has confirmed to the Company that  Rob Williams will be its nominee for election to the Board at the Meeting.  Areas of Expertise:  Executive Leadership  Retail/Hospitality Sales  Marketing/Advertising  Innovation/Technology  Board/Committee Membership  Board of Directors  Audit Committee  Public Board Memberships  -  Securities Held as at June 24, 2020  Number of subordinate  voting shares  Number of  multiple  voting  shares  Number of options Number of DSUs Number of RSUs Number of PSUs       93,915 - 15,574 3,442 - -  





 






  ELECTION OF DIRECTORS - NOMINEES  MANAGEMENT INFORMATION CIRCULAR 13  Corporate Cease Trade Orders and Bankruptcies   To the knowledge of the Company and based upon information provided by the proposed director nominees,  none of the Company’s proposed director nominees is, as at the date of this Circular, or has been within the  10 years before the date of this Circular: (a) a director, chief executive officer or chief financial officer of any  company that was subject to an order that was issued while the director or executive officer was acting in the  capacity as director, chief executive officer or chief financial officer; (b) was subject to an order that was issued  after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and  which resulted from an event that occurred while that person was acting in the capacity as director, chief executive  officer or chief financial officer; or (c) a director or executive officer of any company that, while that person was  acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a  proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings,  arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its  assets. For the purposes of this paragraph, “order” means a cease trade order, an order similar to a cease trade  order or an order that denied the relevant company access to any exemption under securities legislation, in each  case, that was in effect for a period of more than 30 consecutive days.   Individual Bankruptcies   To the knowledge of the Company and based upon information provided by the proposed director nominees,  none of the Company’s proposed director nominees is, as at the date of this Circular, or has been within the  10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to  bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with  creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.   Penalties or Sanctions   To the knowledge of the Company and based upon information provided by the proposed director nominees,  none of the Company’s proposed director nominees has been subject to any penalties or sanctions imposed by  a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement  agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by  a court or regulatory body that would likely be considered important to a reasonable investor making an  investment decision.   Appointment of Auditors  PricewaterhouseCoopers LLP (“PwC”), chartered accountants, has served as auditors of the Company since the  fiscal year ending on March 31, 2016. In the fiscal year ending on March 31, 2020 ("Fiscal 2020"), in addition to  retaining PwC to report upon the annual consolidated financial statements of the Company, the Company  retained PwC to provide various audit, audit-related, and non-audit services.    Under its charter, the audit committee of the Company (the “Audit Committee”) is required to pre-approve all  non-audit services to be performed by the external auditors in relation to the Company, together with approval of  the engagement letter for such non-audit services and estimated fees thereof. Additional details regarding the  Audit Committee and the above-mentioned fees can be found in the section entitled “Audit Committee” of the  Company’s annual information form, available under the Company’s profile on SEDAR at www.sedar.com and  on the Company’s website at investors.lightspeedhq.com.  Except where authorization to vote with respect to the appointment of auditors is withheld, the persons  designated in the enclosed form of proxy or voting instruction form intend to vote FOR the reappointment  of PwC, as auditors of the Company, to hold office until the close of the next annual meeting of  shareholders at such remuneration as may be recommended by the Audit Committee and fixed by the  Board. 





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 14  Conversion of the Company’s Amended and Restated Omnibus  Incentive Plan  The Company currently has three equity incentive plans in place, namely the option plan dated October 19 2012,  as amended on January 1, 2015 and on March 15, 2019 (the “2012 Legacy Option Plan”), the 2016 option plan,  as amended on March 15, 2019 (the “2016 Legacy Option Plan”; and collectively with the 2012 Legacy Option  Plan, the “Legacy Option Plans”) and the Amended and Restated Omnibus Incentive Plan dated March 15, 2019  as amended on November 18, 2019.     The Legacy Option Plans were amended concurrently with closing of the IPO such that outstanding options  granted thereunder are exercisable for subordinate voting shares, and no further awards can be made under the  Legacy Option Plans. At the same time, the Company adopted an omnibus incentive plan which allows the Board  of Directors of the Company to grant long-term equity-based awards to eligible participants. See “Executive  Compensation – Equity Incentive Plans” for more details on the Company’s equity incentive plans.     Equity incentives are a critical form of compensation for the Company, as they enable it to attract and retain top  talent, align pay with both corporate performance and shareholder interests and support and sustain the organic  growth of the Company and its employee base. Furthermore, the Company uses equity incentives to support its  growth through selective acquisitions, particularly to retain designated key employees and as a way to incentivize  such employees to remain with the Company following closing of the relevant acquisition. As a result of the  foregoing, since its approval on March 7, 2019, a significant number of grants have been made by the Company  under the Amended and Restated Omnibus Incentive Plan. As of March 31, 2020, the number of subordinate  voting shares reserved for issuance under the Amended and Restated Omnibus Incentive Plan and the Legacy  Option Plans, collectively, was 8,700,311 (representing approximately 9.44% of the issued and outstanding  subordinate voting shares and multiple voting shares as at that date), of which only 1,438,340 remained available  for grant.    In order for the Company’s equity incentive plans to continue to support the Company’s growth and compensation  philosophy going forward, the Board of Directors and the CNG Committee, with the assistance of Hugessen  Consulting Inc. (“Hugessen”), developed a new equity incentive plan reserve proposal. After a comprehensive  review of equity granting practices of industry peers and a detailed forecast of future equity incentive  requirements of the Company, taking into account, among other things, the Company’s growth strategy, it was  determined that the Amended and Restated Omnibus Incentive Plan of the Company should be amended and  restated so as to convert it from a “fixed plan” to a “rolling plan”, whereby the maximum number of subordinate  voting shares which may be reserved and set aside for issuance under such plan and the Legacy Option Plans  would be changed from a fixed maximum of 10,185,862 subordinate voting shares (in the aggregate) to a  maximum aggregate number of subordinate voting shares equal to 15% of all subordinate voting shares and  multiple voting shares issued and outstanding from time to time, on a non-diluted basis. Under the Amended and  Restated Omnibus Incentive Plan, as further amended, the number of awards available for grant thereunder will  increase as the number of issued and outstanding subordinate voting shares increases from time to time,  including as a result of the issuance of subordinate voting shares upon exercise or settlement of awards granted  under the Amended and Restated Omnibus Incentive Plan and the Legacy Option Plans. Similarly, should an  outstanding award under the Legacy Option Plans or the Amended and Restated Omnibus Incentive Plan, as  further amended, expire or be terminated, surrendered or cancelled for any reason without having been exercised  or settled in full, or if subordinate voting shares acquired pursuant to an award subject to forfeiture are forfeited,  the subordinate voting shares covered by such award, if any, will continue to be available for issuance under the  Amended and Restated Omnibus Incentive Plan.    On June 25, 2020, the Board of Directors approved the conversion of the Amended and Restated Omnibus  Incentive Plan from a “fixed plan” to a “rolling plan” as described above and the related proposed amendments  to the Amended and Restated Omnibus Incentive Plan. Subject to shareholder approval as set forth herein and  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 15  in accordance with the rules of the TSX, the Amended and Restated Omnibus Incentive Plan will be amended to  give effect to such conversion and proposed amendments. In connection therewith, the Company notes that the  “insider participation limit” (as that expression is defined in the TSX Company Manual) set forth in the Amended  and Restated Omnibus Incentive Plan and described herein under “Equity Incentive Plans – Amended and  Restated Omnibus Incentive Plan – Insider Participation Limit” will remain unchanged.    Other than as described above, all other principal terms and conditions of the Amended and Restated Omnibus  Incentive Plan will remain the same. See “Executive Compensation – Equity Incentive Plans” for a summary of  the terms of the equity incentive plans of the Company.     As mentioned above and in accordance with the rules of the TSX, to be effective, the proposed amendments to  the Amended and Restated Omnibus Incentive Plan must be approved by an ordinary resolution of the  shareholders of the Company, adopted by a majority of the votes cast by the shareholders attending the Meeting  or represented by proxy). Attached as Schedule “B” of this Circular is the full text of the proposed resolution in  respect of amendments to the Company’s Amended and Restated Omnibus Incentive Plan to be considered at  the Meeting to convert the plan from a “fixed plan” to a “rolling plan”.     If approval is obtained at the Meeting, the Company will not be required to seek further approval of the grant of  unallocated awards under the Amended and Restated Omnibus Incentive Plan, as further amended, until the  Company’s annual meeting of shareholders to be held in 2023 (provided that such meeting is held on or prior to  August 6, 2023).     The Board of Directors has determined that the proposed amendments to the Amended and Restated  Omnibus Incentive Plan, as further detailed above, are in the best interests of the Company and its  shareholders, and recommends that shareholders vote FOR the resolution set forth in Schedule “B” to  this Circular approving the conversion of the Amended and Restated Omnibus Incentive Plan from a  “fixed plan” to a “rolling plan”.    COMPENSATION OF DIRECTORS  The Company’s director compensation program is designed to attract and retain the most qualified individuals to  serve on the Board.  The Board, through the CNG Committee is responsible for reviewing and approving any changes to the directors'  compensation arrangements. In consideration for serving on the Board, each director that is not an employee  (an "Outside Director") will be paid an annual cash retainer and an annual equity retainer, and will be reimbursed  for their reasonable out-of-pocket expenses incurred while serving as directors.   In the fiscal year ended March 31, 2019 (“Fiscal 2019”), the CNG Committee retained Hugessen as independent  advisor to review the compensation of Outside Directors. In its review, Hugessen benchmarked the Company’s  Outside Director compensation structure against market compensation data gathered from the same Comparator  Group (as defined in the section entitled "Market Positioning and Benchmarking") used to benchmark executive  compensation. Based on the results of Hugessen's benchmarking studies, the CNG Committee then  recommends to the Board any adjustments to the Outside Directors' compensation that may be necessary or  appropriate to achieve the objectives of the Company's director compensation program.  Annual Retainers   Outside Directors will be entitled to be paid as members of the Board, and, if applicable, as members of any  committee of the Board, the following annual retainers:  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 16  Position Type of Fee Amount per Year  Chair of the Board1 Cash Retainer2 $55,000   Equity Retainer3 $115,000  Member of the Board Cash Retainer2 $40,000   Equity Retainer4 $80,000  Audit Committee Chair Cash Retainer2 $15,000  Audit Committee Member Cash Retainer2 $7,500  CNG Committee Chair Cash Retainer2 $7,500  CNG Committee Member Cash Retainer2 $4,000     1. The current Chair of the Board, Mr. Pichette, has elected to forego to receive his cash retainer and his equity retainer.   2. Each Board member may elect to receive up to 100% of his or her cash retainer in the form of DSUs.   3. The equity retainer of the Chair of the Board is comprised of $75,000 in the form of DSUs and $40,000 in the form of options.  4. The equity retainer of each non-Chair Board member is comprised of $40,000 in the form of DSUs and $40,000 in the form of  options.     The Company does not offer a meeting attendance fee for Board members. The total retainer is deemed to be  full payment for the role of Director. An exception to this approach can be made in the event of a special  transaction or other special circumstance that would require more meetings than are typically required.   The cash retainer and DSU portion of the equity retainer are paid on a quarterly basis with the number of DSUs  to be issued based on the volume weighted average trading price on the TSX for the five trading days prior to  such issuance. While the DSUs vest immediately, they are only paid out following the director ceasing to be on  the Board. The options portion of the equity retainer is paid annually with the number of options to be issued  based on the volume weighted average trading price on the TSX for the five trading days prior to such issuance.  Options vest on the date of the first annual meeting of shareholders after their grant date.  Messrs. Dasilva and Chauvet do not and will not receive additional compensation for serving as directors on the  Board.   A summary of the total compensation earned by each Outside Director during Fiscal 2020 can be found in the  section entitled "Total Compensation of Outside Directors".  Director Share Ownership Guidelines  The Board has adopted share ownership guidelines pursuant to which each Outside Director is required to own,  directly or indirectly, a minimum of securities of the Company representing an amount equivalent in value to four  times his or her annual cash retainer, through shares or DSUs (options are not included in the calculation of each  Outside Director's share ownership requirements). The value of the securities is based on the greater of the  market value of the shares and/or DSUs and the purchase price of the securities. Such ownership must have  been achieved within five years of the later of (i) March 22, 2019 and (ii) the date the director was first appointed  or elected to the Board, and subsequently be maintained for the duration of his or her tenure as director. The  Board has resolved to waive the application of the share ownership guidelines to Mr. Pichette for so long as he  continues to forego to receive his equity retainer for service on the Board, including as its chair, and its  committees.   The below table describes the total equity holdings and compliance with the share ownership guidelines of each  Outside Director as of the date hereof:      





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 17      1. Market value of equity is the sum of (a) the value of subordinate voting shares and (b) the value of DSUs that have not yet been  paid out or distributed calculated based on the value of the subordinate voting shares, in each case where the value of the  subordinate voting shares is based on a price of C$19.04 per subordinate voting share, being the closing price of the subordinate  voting shares on the TSX on March 31, 2020, converted into U.S. dollars using an exchange rate of 0.7049, being the daily rate  of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on March 31, 2020. Stock options  are excluded from this calculation since we do not count them towards the calculation of an Outside Director's share ownership  requirements.  2. Each Outside Director is required to own, directly or indirectly, a minimum of securities of the Company representing an amount  equivalent in value to four times his or her annual cash retainer.  3. The percentage of achievement is calculated by dividing the sum of the market value of DSUs and the greater of (a) the market  value of the subordinate voting shares and (b) the purchase price of the subordinate voting shares, then expressing the total as a  percentage of the minimum ownership requirement applicable to such Outside Director. Stock options are excluded from the  calculation of an Outside Director's share ownership requirements.  4. The Board has resolved to waive the application of the share ownership guidelines to Mr. Pichette for so long as he continues to  forego to receive his equity retainer for service on the Board, including as its chair, and its committees.    Equity Incentive Plan  The Company has adopted the Amended and Restated Omnibus Incentive Plan which allows for a variety of  equity-based awards that provide different types of incentives to be granted to directors, executive officers,  employees and consultants of the Company, including options, RSUs, PSUs and DSUs, collectively referred to  as "awards".  Detailed information about the Amended and Restated Omnibus Incentive Plan can be found in the  Compensation Discussion and Analysis in the section entitled " Amended and Restated Omnibus Incentive Plan".  Outstanding Share-Based Awards and Option-Based Awards  The following table indicates all outstanding option-based and share-based awards granted to Outside Directors  as of March 31, 2020:    Name  Subordinate  Voting   Shares  Stock  Options  DSUs  Market  Value of  Equity1  ($)  Minimum  Ownership  Requirement2  ($)  % of Achievement3  Patrick Pichette4 - - - - - -  Marie-Joseé  Lamothe  15,620 15,574 1,949 235,799 176,000 134%  Paul McFeeters 250,000 15,574 4,830 3,420,149 236,000 1,449%  Rob Williams 93,915 15,574 3,442 1,306,657 190,000 688%  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 18  Name  Option-Based Awards Share-Based Awards  Number of  Securities  underlying  Unexercised  Options1   Option  Exercise Price Expiration Date  Value of  Unexercised In- the-Money  Options2  ($)  Share Based  Awards3  Value of Share- Based Awards Not  Paid Out or  Distributed4  ($)  Patrick Pichette5 - - - - - -  Marie-Josée  Lamothe  7,5006 $5.00 August 3, 2025 63,160  1,2549 16,830 4,2097 C$16.00 March 15, 2026 9,019  3,8658 C$43.20 August 26, 2026 0  Paul McFeeters  7,50010 $6.00 November 8, 2025 55,660  3,10813 41,713 4,20911 C$16.00 March 15, 2026 9,019  3,86512 C$43.20 August 26, 2026 0  Rob Williams  7,50014 $5.00 August 3, 2025 63,160  2,74716 36,868 4,20915 C$16.00 March 15, 2026 9,019  3,86517 C$43.20 August 26, 2026 0    1. The options reflected in this column represent grants of options under the 2012 Legacy Option Plan and the Amended and  Restated Omnibus Incentive Plan. For a description of the terms of the options granted under the 2012 Legacy Option Plan and  the Amended and Restated Omnibus Incentive Plan, see “Equity Incentive Plans”.   2. The value of unexercised in-the-money options is calculated based on the difference between the strike price of the option and  the closing price of the subordinate voting shares on the TSX on March 31, 2020, being C$19.04 per subordinate voting share,  converted into U.S. dollars using an exchange rate of 0.7049, being the daily rate of exchange posted by the Bank of Canada for  conversion of Canadian dollars into U.S. dollars on March 31, 2020.  3. The awards reflected in this column represent quarterly grants of DSUs under the Amended and Restated Omnibus Incentive  Plan. Quarterly DSU grants are made on the first business day immediately following the last day of each fiscal quarter of the  Company and are made in respect of services provided by the Outside Director during the preceding fiscal quarter. For a  description of the terms of the DSUs granted under the Amended and Restated Omnibus Incentive Plan, see “Equity Incentive  Plans”.  4. The value of share-based awards that have not yet been paid out or distributed is calculated based on the closing price of the  subordinate voting shares on the TSX on March 31, 2020, being C$19.04 per subordinate voting share, converted into U.S. dollars  using an exchange rate of 0.7049, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian  dollars into U.S. dollars on March 31, 2020.  5. Mr. Pichette has elected to forego to receive his cash retainer and equity retainer.   6. On August 3, 2018, Ms. Lamothe received a grant of 30,000 options (7,500 options after giving effect to the 4-to-1 consolidation  of the Company’s common shares which occurred in connection with its IPO) to acquire common shares under the 2012 Legacy  Option Plan in connection with her appointment to the Board.  7. On March 7, 2019, Ms. Lamothe received a grant of 4,209 options to acquire subordinate voting shares under the Amended and  Restated Omnibus Incentive Plan in connection with the Company’s IPO.  8. On August 26, 2019, Ms. Lamothe received a grant of 3,865 options to acquire common shares under the Amended and Restated  Omnibus Incentive Plan on account of her annual retainer.  9. On April 1, 2019, July 2, 2019, October 1, 2019 and January 2, 2020, Ms. Lamothe received grants of 114, 372, 416 and 352  DSUs, respectively, under the Amended and Restated Omnibus Incentive Plan on account of her annual retainer.  10. On November 8, 2018, Mr. McFeeters received a grant of 30,000 options (7,500 options after giving effect to the 4-to-1  consolidation of the Company’s common shares which occurred in connection with its IPO) to acquire common shares under the  2012 Legacy Option Plan in connection with his appointment to the Board.  11. On March 7, 2019, Mr. McFeeters received a grant of 4,209 options to acquire subordinate voting shares under the Amended and  Restated Omnibus Incentive Plan in connection with the Company’s IPO.  12. On August 26, 2019, Mr. McFeeters received a grant of 3,865 options to acquire subordinate voting shares under the Amended  and Restated Omnibus Incentive Plan on account of his annual retainer.   13. On April 1, 2019, July 2, 2019, October 1, 2019 and January 2, 2020, Mr. McFeeters received grants of 282, 922, 1,031 and 873  DSUs, respectively, under the Amended and Restated Omnibus Incentive Plan on account of her annual retainer.  14. On August 3, 2018, Mr. Williams received a grant of 30,000 options (7,500 options after giving effect to the 4-to-1 consolidation of  the Company’s common shares which occurred in connection with its IPO) to acquire common shares under the 2012 Legacy  Option Plan in connection with his appointment to the Board.  15. On March 7, 2019, Mr. Williams received a grant of 4,209 options to acquire subordinate voting shares under the Amended and  Restated Omnibus Incentive Plan in connection with the Company’s IPO.  16. On April 1, 2019, July 2, 2019, October 1, 2019 and January 2, 2020, Mr. Williams received grants of 250, 815, 911 and 771 DSUs,  respectively, under the Amended and Restated Omnibus Incentive Plan on account of her annual retainer.   17. On August 26, 2019, Mr. Williams received a grant of 3,865 options to acquire common shares under the Amended and Restated  Omnibus Incentive Plan on account of his annual retainer.  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 19  Total Compensation of Outside Directors  The following table shows the total compensation paid to each Outside Director in Fiscal 2020:   Name Fees Paid  ($)  Share Based  Awards1  ($)  Option-Based  Awards2  ($)  Non-Equity  Incentive Plan  Compensation   Pension  Value   All Other  Compensation  Total  ($)  Patrick Pichette3 - - - - - -   Marie-Josée  Lamothe 34,956 31,778 40,000 - - - 106,734  Paul McFeeters4 - 78,650 40,000 - - - 118,650  Rob Williams5 - 69,514 40,000 - - - 109,514    1. Share-based awards paid during Fiscal 2020 were DSUs granted on April 1, 2019, July 2, 2019, October 1, 2019 and January 2,  2020, respectively. The value of share-based awards paid during Fiscal 2020 is calculated based on the grant date fair value of  the awards granted under the Amended and Restated Omnibus Incentive Plan. The grant date fair value of an award is equal to  the volume weighted average trading price on the TSX for the five days prior to the grant date and differs from the accounting fair  value determined in accordance with IFRS 2 Share-based Payment which is calculated based on the closing price of the shares  on the TSX on the grant date.  2. Option-based awards paid during Fiscal 2020 were stock options granted on August 26, 2019. The value of option-based awards  paid during Fiscal 2020 is calculated based on the grant date fair value of the awards granted under the Amended and Restated  Omnibus Incentive Plan, which has been calculated using the Black-Scholes method based on the volume weighted average  trading price on the TSX for the five trading days prior to the grant date. The fair value on the grant date is different from the value  determined in accordance with IFRS 2 Share-based Payment because the accounting fair value determined in accordance  therewith is calculated based on the closing price of the shares on the TSX on the grant date as opposed to the volume weighted  average trading price on the TSX for the five trading days prior to the grant date.  3. Mr. Pichette has elected to forego to receive his cash retainer and equity retainer.   4. Mr. McFeeters elected to receive his cash retainer in the form of DSUs.   5. Mr. Williams elected to receive his cash retainer in the form of DSUs.  Outside Directors do not receive non-equity incentive plan compensation, pensions or any other compensation. In  addition, each Outside Director is reimbursed for reasonable out of pocket expenses.       





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 20  EXECUTIVE COMPENSATION  Introduction  The following discussion describes the significant elements of the compensation of the Chief Executive Officer,  President, Chief Financial Officer, Chief Product Officer and Senior Vice President of Global Sales of the  Company (collectively, the “named executive officers” or “NEOs”), namely:   • Dax Dasilva, Chief Executive Officer;   • Jean Paul Chauvet, President;   • Brandon Nussey, Chief Financial Officer;   • Jim Texier, Chief Product Officer; and  • Julian Teixeira, Senior Vice President of Global Sales.  Overview  Lightspeed operates in a dynamic and rapidly evolving market. To succeed in this environment and to achieve  its business and financial objectives, the Company needs to attract, retain and engage a highly talented team of  executive officers. We expect our team to possess and demonstrate strong leadership and management  capabilities, as well as foster our culture, which is at the foundation of our success and remains a pivotal part of  our everyday operations.   We will continue to evaluate our philosophy and compensation program as circumstances require and plan to  continue to review compensation on an annual basis. As part of this review process, we expect to be guided by  the philosophy and objectives outlined above, as well as other factors which may become relevant, such as the  cost to us if we were required to find a replacement for a key employee.   Compensation Discussion and Analysis   Compensation Philosophy and Objectives  Lightspeed seeks to attract, retain and engage long-term business builders, who, beyond compensation, are  motivated by personal growth and development. Executive officers are expected to show exceptional leadership  and consistently demonstrate company values. The compensation framework aims to ensure that a significant  component of compensation is comprised of “at-risk” compensation which tracks factors that influence company  performance and stakeholder value. Major components include base salary, and short-term and long-term  incentive plans.  The Lightspeed executive compensation program is designed to achieve the following objectives:  • Provide market-competitive compensation opportunities to attract, retain and motivate high performing  and experienced executive officers, whose knowledge, skills and level of impact are critical to our  success;  • Engage executive officers in the achievement of Lightspeed’s business objectives, encouraging  teamwork, the building of a high performing organization, and nurturing company values; and  • Align the interests of executive officers with those of the Company’s stakeholders by providing a  meaningful portion of compensation tied to the short-term and long-term objectives of the business.     





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 21    Compensation Governance  Hedging Prohibition  The Company’s insider trading policy provides that all insiders of Lightspeed, including its directors and officers,  are prohibited from buying, selling or entering into (i) any short sale of securities of Lightspeed, (ii) any put options,  call options or other rights or obligations to buy or sell securities of Lightspeed, (iii) any derivative instruments,  agreements or securities, the market price, value or payment obligations of which are derived from, referenced  to or based on the value of securities of Lightspeed, and (iv) any other derivative instruments, agreements,  arrangements or understandings (commonly known as equity monetization transactions) the effect of which is to  alter, directly or indirectly, the director's or officer's economic interest in securities of Lightspeed or economic  exposure to the Company.  Clawback Policy  The Company implemented a formal clawback policy concurrently with the closing of the IPO as an additional  approach to mitigate compensation risk. The clawback policy enables the Board to require reimbursement of all  or a portion of compensation received by an executive officer pursuant to awards made under the Company’s  short-term and long-term incentive plans upon material financial restatements due to an executive officer  engaging in prohibited conduct causing, in whole or in part, the need for the restatement.  Compensation-Setting Process  The compensation, nominating and governance committee (the "CNG Committee") is responsible for assisting  the Board in fulfilling its governance and supervisory responsibilities, and overseeing the Company’s human  resources, succession planning, and compensation policies, processes and practices. The CNG Committee also  ensures that compensation policies and practices provide an appropriate balance of risk and reward consistent  with the Company’s risk profile.  The Board has established a written charter for the CNG Committee setting out its responsibilities for  administering the Company’s compensation programs and reviewing and making recommendations to the Board  concerning the level and nature of the compensation payable to the directors and executive officers of the  Company. The CNG Committee's oversight will include setting objectives, evaluating performance, and ensuring  that total compensation paid to the Company’s NEOs and various other key executive officers and key managers  is fair, reasonable and consistent with the objectives of the Company’s philosophy and compensation program.  The CNG Committee is responsible for reviewing and assessing at least annually the performance, effectiveness  and contribution of the Board, Board committees and the directors themselves and reporting on such review and  assessment to the Board. This shall include a review of the Board's mandate and the charters of each committee  thereof. The CNG Committee will also be responsible for overseeing the onboarding of new directors and  continuing education programs for the directors of the Company.   At the end of the most recently completed fiscal year, the CNG Committee was composed of three directors, all  of whom are independent directors, namely Patrick Pichette (Chair), Marie-Josée Lamothe and Paul McFeeters.  None of the members of the Committee is an acting chief executive officer of another company. The Board of  Directors believes that the Committee collectively has the knowledge, experience and background required to  fulfill its mandate.  Compensation Consultant  In Fiscal 2019, the Company retained Hugessen, an independent consulting firm, to provide services to the  Company in connection with executive officer and director compensation matters for Fiscal 2020, including,  among other things, the following:  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 22  • establishing a peer comparator group of public companies with similar attributes to the Company for the  purpose of benchmarking its compensation policies and plans;   • designing a new equity-based, long-term incentive compensation framework for the executive officers  and directors of the Company;   • setting a compensation program for executives in Fiscal 2020; and   • designing a compensation structure for non-executive directors.  The Company incurred $55,961 in fees for services rendered by Hugessen in Fiscal 2019 and no fees in Fiscal  2020.   Market Positioning and Benchmarking  As part of the executive compensation review and design process, the CNG Committee established a peer group  (the “Comparator Group”) to benchmark compensation. The companies forming part of the Comparator Group  identified by the Company are expected to reflect the financial situation of Lightspeed as a publicly-listed  organization and to have a complexity of operations and technologies comparable to Lightspeed.   The selection criteria used to determine the composition of the Comparator Group are the following:   • companies competing for executive and technical software development talent in North America;   • companies with similar scope and complexity; and   • companies of similar size, measured by revenue and market capitalization.   The companies forming the Comparator Group meet all or some of the foregoing criteria and are listed below:  Comparator Group  Agilysys, Inc. Kinaxis Inc.  Cardtronics plc MINDBODY, Inc.  Cass Information Systems, Inc. Priority Technology Holdings, Inc.  Everi Holdings Inc. Solium Capital Inc.  EVO Payments, Inc. SPS Commerce, Inc.  GreenSky, Inc. The Descartes Systems Group Inc.  Instructure, Inc.       This Comparator Group, potentially supplemented by other sources of competitive pay information, is an  important input in establishing compensation levels and structure for Fiscal 2020 and beyond. The CNG  Committee, in accordance with its compensation philosophy, will periodically assess how competitive  compensation is in order to make compensation-related decisions.  Principal Elements of Compensation  The compensation of the Company’s executive officers includes three major elements: (i) base salary; (ii) short- term incentives, consisting of annual bonuses or, for certain employment categories, commission-based  payments; and (iii) long-term equity incentives, consisting of awards under our equity incentive plans. Perquisites  and personal benefits are not a significant element of compensation of the executive officers of the Company.  Each compensation component has a different function, but all elements are designed to work in concert to  maximize Company and individual performance.  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 23  Base Salary  Base salary is provided as a fixed source of compensation for the Company’s executive officers. Base salaries  for executive officers are established based on the scope of their responsibilities, competencies and their prior  relevant experience, taking into account compensation paid in the market for similar positions and the market  demand for such executive officers. An executive officer's base salary is determined by taking into consideration  the executive officer’s total compensation package and the Company's overall compensation philosophy.   Adjustments to base salaries will be determined annually and base salaries may be increased based on factors  such as the executive officer's success in meeting or exceeding individual objectives and an assessment of the  competitiveness of the then-current compensation. Additionally, base salaries can be adjusted as warranted  throughout the year to reflect promotions or other changes in the scope or breadth of an executive officer's role  or responsibilities, as well as to maintain market competitiveness.   Short-Term Incentive Compensation  The NEOs of the Company, other than Mr. Dasilva, our Chief Executive Officer (“CEO”), and other executive  officers are entitled to annual bonuses or commission-based compensation, depending on employee function.  Annual bonuses and commission plans are designed to motivate executive officers to meet the Company’s  business and financial objectives generally and annual financial performance targets in particular.  On account of his short-term incentive compensation for Fiscal 2020, our CEO, Mr. Dasilva, was granted a fixed  number of performance-vesting stock options (the “Performance Options”) with a value equal to half of his then- current annual base salary of C$500,000. The Performance Options vest, upon the CNG Committee’s  determination, in its sole discretion, as to Mr. Dasilva’s satisfaction of the performance criteria established therefor  by the CNG Committee and in the number determined by the CNG Committee based on such satisfaction. This  determination must be made prior to June 30, 2020 and any Performance Options that remain unvested from the  grant after such determination by the CNG Committee are automatically cancelled and forfeited. Detailed  information about the performance criteria established by the CNG Committee for the Performance Options can  be found in the Compensation Discussion and Analysis in the section entitled "CEO Performance-Based  Compensation".  Long-Term Incentive Compensation  Equity-based awards are a variable element of compensation that allows the Company to incentivize and retain  its executive officers for their sustained contributions to the Company. Equity awards reward performance and  continued employment by an executive officer, with associated benefits to us of attracting and retaining  employees. We believe that options, restricted share units (“RSUs”) and performance share units (“PSUs”)  provide executive officers with a strong link to long-term corporate performance and the creation of shareholder  value. In connection with the grants of equity-based awards, the CNG Committee determines the grant size and  terms to be recommended to the Board. As part of their annual review of the Company’s compensation practices,  the CNG Committee and the Board determine the precise structure of long-term incentive compensation both in  terms of quantum and instrument mix. For Fiscal 2020, the NEOs of the Company and other executive officers  each received long-term incentive compensation grants equal to their base salary and comprised half of stock  options and half of RSUs, except that Mr. Dasilva, the Company’s CEO, received a long-term incentive  compensation grant equal to two times his then-base salary and comprised half of stock options and half of  RSUs.  CEO Share Ownership Guidelines  The Board has adopted share ownership guidelines with effect as of May 29, 2019 pursuant to which the CEO  is required to own, directly or indirectly, a minimum of securities of the Company representing an amount  equivalent in value to five times his or her annual base salary, through multiple voting shares, subordinate voting  shares, or restricted share units (options are not included in the calculation of the CEO’s share ownership  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 24  requirements), such ownership to be achieved within five years of the later of (i) the date these guidelines were  adopted by the Board, (ii) the date the CEO was first appointed to the role of CEO, and (iii) solely with respect to  any increase in the base salary of the CEO, the date such increase is effective. While at the time of the adoption  of the CEO share ownership guidelines by the Board, our CEO, Mr. Dasilva, was earning an annual base salary  of C$500,000, Mr. Dasilva agreed to a temporary and voluntary reduction of his annual base salary to C$1 in  response to the global pandemic caused by COVID-19, which voluntary reduction was retroactive to January 1,  2020. Notwithstanding this voluntary reduction in his base salary, Mr. Dasilva continues to own, directly or  indirectly, 14,667,922 multiple voting shares of the Company, putting him in excess of five times the annual base  salary to which he was entitled at the time of the adoption of the CEO share ownership guidelines.  The below chart sets out the total market value of the equity owned, directly or indirectly, by Mr. Dasilva as of  March 31, 2020.    Multiple  of Base  Salary1  Minimum  Equity  Ownership  Level  Required1  ($)  Multiple  Voting  Shares  Market Value  of Multiple  Voting  Shares2  ($)  Stock  Options  Market Value  of  Unexercised  In-the-Money  Options3  ($)  RSUs  Market  Value of  RSUs2  ($)  Market  Value of  Equity4  ($)  % of  Achievement5  5x 1,762,250 14,667,922 196,862,523 78,8646 0 16,5127 221,612 197,084,135 11,184%    1. Represents five times Mr. Dasilva’s base salary of C$500,000 converted into U.S. dollars using an exchange rate of 0.7049, being  the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on March 31, 2020.   2. Based on a price of C$19.04 per subordinate voting share, being the closing price of the subordinate voting shares on the TSX  on March 31, 2020, converted into U.S. dollars using an exchange rate of 0.7049, being the daily rate of exchange posted by the  Bank of Canada for conversion of Canadian dollars into U.S. dollars on March 31, 2020.  3. The value of unexercised in-the-money options is calculated based on the difference between the strike price of the option and  the closing price of the subordinate voting shares on the TSX on March 31, 2020, being C$19.04 per subordinate voting share,  converted into U.S. dollars using an exchange rate of 0.7049, being the daily rate of exchange posted by the Bank of Canada for  conversion of Canadian dollars into U.S. dollars on March 31, 2020.  4. Market value of equity is the sum of (a) the value of subordinate voting shares and (b) the value of RSUs that have not yet been  paid out or distributed calculated based on the value of the subordinate voting shares, in each case where the value of the  subordinate voting shares is based on a price of C$19.04 per subordinate voting share, being the closing price of the subordinate  voting shares on the TSX on March 31, 2020, converted into U.S. dollars using an exchange rate of 0.7049, being the daily rate  of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on March 31, 2020. Stock options  are excluded from this calculation since we do not count them towards the calculation of the CEO’s share ownership guidelines.  5. The percent of achievement is calculated by dividing the market value of Mr. Dasilva’s multiple voting shares and RSUs by five  times his annual salary of C$500,000, then expressing the total as a percentage of the minimum ownership requirement applicable  to such Outside Director. Stock options are excluded from the calculation of the CEO share ownership requirements.  6. On June 11, 2019, Mr. Dasilva received grants of (a) 52,576 options to acquire subordinate voting shares at an exercise price of  C$30.28 per subordinate voting share as part of his annual long-term incentive plan grant, and (b) 26,288 performance-vesting  options to acquire subordinate voting shares at an exercise price of C$30.28 per subordinate voting share as his annual short- term incentive plan. See “Executive Compensation – Compensation Discussion and Analysis – Principal Elements of  Compensation – Short-Term Incentive Compensation” for a description of the performance-vesting stock options.  7. On June 11, 2019, Mr. Dasilva received a grant of 16,512 RSUs as part of his annual long-term incentive plan grant.        Equity Incentive Plans  In 2012, the Company established its 2012 option plan (which was amended in 2015 and 2019) (the "2012  Legacy Option Plan"). In 2016, in connection with the grant of options to two senior executives of the Company,  the Company established its 2016 option plan (which was amended in 2019) (the "2016 Legacy Option Plan"  and, together with the 2012 Legacy Option Plan, the "Legacy Option Plans").  The Legacy Option Plans were amended concurrently with the closing of the IPO such that outstanding options  granted thereunder are exercisable for subordinate voting shares and no further awards can be made under the  Legacy Option Plans. At the same time, the Company adopted an omnibus incentive plan which allows the Board  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 25  to grant long-term equity-based awards to eligible participants. This omnibus incentive plan was amended and  restated on November 18, 2019 to give effect to certain housekeeping amendments (the "Amended and  Restated Omnibus Incentive Plan").   On May 29, 2019, the Board exercised its discretion under the 2012 Legacy Option Plan to accelerate the vesting  of 18,750 options previously granted to Jerome Laredo, then the Company’s Senior Vice-President of EMEA, so  that they would vest on September 30, 2019, his last day of employment. Additionally, the Board granted an  extension to the termination date of all options exercisable by Mr. Laredo as of his last date of employment so  that all such options would remain exercisable by Mr. Laredo until December 31, 2019 instead of October 30,  2019. These measures were taken to incentivize Mr. Laredo to continue his employment through September 30,  2019. On the same date, the Board also waived the cancellation of 469 options under the 2012 Legacy Option  Plan held by an employee, subject to the employee resuming employment with the Company prior to December  31, 2019.   On February 17, 2020, the Company adopted a sub-plan to the Amended and Restated Omnibus Incentive Plan  to facilitate future grants of awards to persons resident in the United Kingdom (the “UK Sub-Plan”).   On February 28, 2020, the Board exercised its discretion under the Amended and Restated Omnibus Incentive  Plan to amend the vesting schedules of an aggregate of 2,102,044 options that had been granted on March 7,  June 11, August 19 and 26, and November 18, 2019 and of 68,125 RSUs that had been granted on June 11,  August 19 and November 18, 2019, in each case under the Amended and Restated Omnibus Incentive Plan.  Pursuant to these new vesting schedules, with respect to option, 25% of each grant of options vests on the first  anniversary of their respective grant date and one thirty-six of the remaining options of each grant vest on each  monthly anniversary of their respective grant dates thereafter, and with respect to RSUs, 30% of each grant of  RSUs vests on the first anniversary of the relevant grant date and one eighth of the remaining RSUs vests on  each quarterly anniversary of the relevant grant date thereafter.   On June 1, 2020 the Board exercised its discretion under the Amended and Restated Omnibus Incentive Plan to  amend: (i) the vesting schedules of 574,460 options granted on August 26, 2019, November 18, 2019 and  February 28, 2020 to eligible participants, such that 20% of the options vest on the first anniversary of their  respective grant date, 50% of the options vest in equal monthly installments on each of the next 24 monthly  anniversaries of the grant date, and the remaining 30% of the options vest in equal monthly installments on each  of the next 12 monthly anniversaries of the grant date; (ii) the performance criteria for vesting of an aggregate of  56,482 PSUs granted on February 28, 2020 to 4 non-insider employees that are eligible participants, such that  a portion of these PSUs would vest upon the satisfaction of milestones relating to marketing and product  integrations; and (iii) RSU agreements of an aggregate of 72,636 RSUs previously granted to eligible participants,  to clarify the settlement date of these granted RSUs such that participants may request a settlement date for any  number of vested RSUs by requesting settlement on the participant’s desired settlement date using the equity  platform facilities provided from time to time by the Company, subject to certain conditions including acceptance  of the request by the Company.  The TSX has confirmed that the above-mentioned amendments are in compliance with the amendment  provisions of the Amended and Restated Omnibus Incentive Plan, and that these amendments do not require  security holder approval.  At the Meeting, the Company proposes to further amend the Amended and Restated Omnibus Incentive Plan to  convert it from a “fixed plan” to a “rolling plan”. See “Business of the Meeting – Conversion of the Company’s  Amended and Restated Omnibus Incentive Plan”.  In addition to the Amended and Restated Omnibus Incentive Plan and the Legacy Option Plans, the Company  has granted equity-based awards without shareholder approval in compliance with an allowance under the rules  of the TSX as an inducement for such individuals to enter into a contract of full-time employment with the  Company. In connection with Mr. Texier joining the Company as Chief Product Officer, on August 19, 2019, he  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 26  received grants of (a) 300,000 options to acquire subordinate voting shares at an exercise price of C$41.01 per  subordinate voting share and (b) 4,877 RSUs. In connection with Mr. Valeriano joining the Company as Senior  Vice President and Managing Director of EMEA, on February 28, 2020, he received a grant of 200,000 options  to acquire subordinate voting shares at an exercise price of C$35.45 per subordinate voting share. The foregoing  awards are subject to the terms and conditions of the Amended and Restated Omnibus Incentive Plan, though a  separate share reserve is maintained for issuances in connection with the exercise or settlement of such awards.    Amended and Restated Omnibus Incentive Plan   The Amended and Restated Omnibus Incentive Plan allows for a variety of equity-based awards that provide  different types of incentives to be granted to our directors, executive officers, employees and consultants,  including options, RSUs, PSUs and deferred share units ("DSUs"), collectively referred to as "awards". The Board  will initially be responsible for administering the Amended and Restated Omnibus Incentive Plan and may  delegate its responsibilities thereunder. The following discussion is qualified in its entirety by the full text of the  Amended and Restated Omnibus Incentive Plan.   The Board, in its sole discretion, from time to time designates the directors, executive officers, employees and  consultants to whom awards shall be granted and determine, if applicable, the number of subordinate voting  shares to be covered by such awards and the terms and conditions of such awards.   As at June 24, 2020, subordinate voting shares issuable pursuant to equity-based awards granted to employees  and other eligible participants, excluding directors and executive officers of the Company, represented  approximately 50.1% of the total number of subordinate voting shares issuable pursuant to all outstanding equity- based awards of the Company under the Amended and Restated Omnibus Incentive Plan and the Legacy Option  Plans. During Fiscal 2020, employees and other eligible participants, excluding directors and executive officers  of the Company, received equity-based awards pursuant to which were issuable subordinate voting shares  representing approximately 57.2% of the total number of subordinate voting shares issuable pursuant to all  equity-based awards of the Company granted in Fiscal 2020. In addition, the Company expects to continue to  allocate a meaningful proportion of its equity-based awards to broad-based employees other than directors  and executive officers of the Company as part of the Company’s ongoing annual granting activities and this is a  core part of the Company’s compensation philosophy.    Shares Reserved for Issuance   The number of subordinate voting shares reserved for issuance under the Amended and Restated Omnibus  Incentive Plan and the Legacy Option Plans, collectively, was 8,700,311 as of March 31, 2020 (representing  approximately 9.44% of the issued and outstanding subordinate voting shares and multiple voting shares as at  that date), of which 1,438,340 remained available for grant. In Fiscal 2020, an aggregate of 3,692,062 awards  were granted under the Omnibus Incentive Plan or without shareholder approval in compliance with an allowance  under the rules of the TSX as an inducement for certain individuals to enter into a contract of full-time employment  with the Company, representing 4.00% of the issued and outstanding subordinate voting shares and multiple  voting shares of the Company as of March 31, 2020. Subordinate voting shares underlying options terminated,  surrendered or cancelled under the Legacy Option Plans are available for issuance under the Amended and  Restated Omnibus Incentive Plan. If an outstanding award under the Legacy Option Plans or the Amended and  Restated Omnibus Incentive Plan expires or is terminated, surrendered or cancelled for any reason without  having been exercised or settled in full, or if subordinate voting shares acquired pursuant to an award subject to  forfeiture are forfeited, the subordinate voting shares covered by such award, if any, will again be available for  issuance under the Amended and Restated Omnibus Incentive Plan. Subordinate voting shares will not be  deemed to have been issued pursuant to the Amended and Restated Omnibus Incentive Plan with respect to  any portion of an award that is settled in cash.  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 27  The following table sets out the annual burn rate for Fiscal 2020 for each of the Amended and Restated Omnibus  Incentive Plan and the equity incentive plans not approved by security holders:    Burn Rate1 March 31. 2020  Amended and Restated Omnibus  Incentive Plan 3.71%  Equity Incentive Plans not Approved  by Securityholders2 0.59%    1. The burn rates in the above table represent the number of equity incentives granted under the respective plans during Fiscal 2020  divided by the weighted average number of subordinate voting shares and multiple voting shares issued and outstanding for Fiscal  2020.  2. The foregoing awards are subject to the terms and conditions of the Amended and Restated Omnibus Incentive Plan, though the  awards were granted without shareholder approval in compliance with an allowance under the rules of the TSX as an inducement  for such individuals to enter into a contract of full-time employment with the Company.  At the Meeting, the Company proposes to amend the Amended and Restated Omnibus Incentive Plan to convert  it from a “fixed plan” to a “rolling plan”, whereby the maximum number of subordinate voting shares which may  be reserved and set aside for issuance under such plan and the Legacy Option Plans would be changed from a  fixed maximum number of subordinate voting shares to a maximum aggregate number of subordinate voting  shares equal to 15% of all subordinate voting shares and multiple voting shares issued and outstanding from  time to time, on a non-diluted basis. See “Business of the Meeting – Conversion of the Company’s Amended and  Restated Omnibus Incentive Plan” for additional details.  Insider Participation Limit   The aggregate number of subordinate voting shares issuable to insiders and their associates at any time under  the Amended and Restated Omnibus Incentive Plan, the Legacy Option Plans or any other proposed or  established share compensation arrangement, shall not exceed 10% of the issued and outstanding subordinate  voting shares and multiple voting shares, and the aggregate number of subordinate voting shares issued to  insiders and their associates under the Amended and Restated Omnibus Incentive Plan, the Legacy Option Plans  or any other proposed or established share compensation arrangement within any one-year period shall not  exceed 10% of the issued and outstanding subordinate voting shares and multiple voting shares.   Non-Employee Director Participation Limit   The aggregate number of subordinate voting shares issuable to non-employee directors at any time under the  Amended and Restated Omnibus Incentive Plan, the Legacy Option Plans or any other proposed or established  share compensation arrangement, shall not exceed 1% of the issued and outstanding subordinate voting shares  and multiple voting shares.   Options   All options granted under the Amended and Restated Omnibus Incentive Plan have an exercise price determined  and approved by the Board at the time of grant, which shall not be less than the market price of the subordinate  voting shares on the date of the grant. For purposes of the Amended and Restated Omnibus Incentive Plan, the  market price of the subordinate voting shares as at a given date shall be the volume weighted average trading  price on the TSX for the five trading days before such date.   Subject to any vesting conditions set forth in a participant’s grant agreement, an option shall be exercisable  during a period established by the Board which shall not be more than ten years from the grant of the option. The  Amended and Restated Omnibus Incentive Plan provides that the exercise period shall automatically be  extended if the date on which it is scheduled to terminate shall fall during a blackout period. In such cases, the  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 28  extended exercise period shall terminate ten business days after the last day of the blackout period. The Board  may, in its discretion, provide for procedures to allow a participant to elect to undertake a "cashless exercise" or  a "net exercise" in respect of options.   Share Units   The Board is authorized to grant RSUs, PSUs and DSUs evidencing the right to receive subordinate voting  shares (issued from treasury or purchased on the open market), cash based on the value of a subordinate voting  share or a combination thereof at some future time to eligible persons under the Amended and Restated Omnibus  Incentive Plan. Although DSUs may be available for grant to directors, executive officers, employees and  consultants, the Company currently only grants DSUs as a form of non-executive director compensation.   RSUs generally become vested, if at all, following a period of continuous employment. PSUs are similar to RSUs,  but their vesting is, in whole or in part, conditioned on the attainment of specified performance metrics as may  be determined by the Board. The terms and conditions of grants of RSUs and PSUs, including the quantity, type  of award, grant date, vesting conditions, vesting periods, settlement date and other terms and conditions with  respect to these awards will be set out in the participant’s grant agreement.   Subject to the achievement of the applicable vesting conditions, the payout of an RSU or PSU will generally occur  on the settlement date. The payout of a DSU will generally occur upon or following the participant ceasing to be  a director, executive officer, employee or consultant of the Company, subject to satisfaction of any applicable  conditions.   Dividend Share Units   If, as the case may be, dividends (other than share dividends) are paid on the subordinate voting shares and  multiple voting shares, additional share unit equivalents ("Dividend Share Units") will be automatically granted  to each participant who holds RSUs, PSUs or DSUs on the record date for such dividends, and be subject to the  same vesting or other conditions applicable to the related RSUs, PSUs or DSUs, as applicable.   Adjustments   In the event of any subdivision, consolidation, reclassification, reorganization or any other change affecting the  subordinate voting shares, or any merger or amalgamation with or into another corporation, or any distribution to  all security holders of cash, evidences of indebtedness or other assets not in the ordinary course, or any  transaction or change having a similar effect, the Board shall in its sole discretion, subject to the required approval  of any stock exchange, determine the appropriate adjustments or substitutions to be made in such circumstances  in order to maintain the economic rights of the participants in respect of awards under the Amended and Restated  Omnibus Incentive Plan, including, without limitation, adjustments to the exercise price, the number and kind of  securities subject to unexercised awards granted prior to such change and/or permitting the immediate exercise  of any outstanding awards that are not otherwise exercisable.   Change of Control   A participant’s grant agreement or any other written agreement between a participant and us may provide, where  applicable, that unvested awards be subject to acceleration of vesting and exercisability in certain circumstances,  including in the event of certain change of control transactions. In the event of a change of control, the Board will  have the power, in its sole discretion, to modify the terms of the Amended and Restated Omnibus Incentive Plan  and/or the awards granted thereunder (including to cause the vesting of all unvested awards) to assist the  participants to tender into a take-over bid or any other transaction leading to a change of control. In such  circumstances, the Board shall be entitled to, in its sole discretion, provide that any or all awards shall terminate,  provided that any such outstanding awards that have vested shall remain exercisable until consummation of such  change of control, and/or permit participants to conditionally exercise awards.  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 29  The Board may at its discretion accelerate the vesting, where applicable, of any outstanding awards  notwithstanding the previously established vesting schedule, regardless of any adverse or potentially adverse  tax consequences resulting from such acceleration or, subject to applicable regulatory provisions and  shareholder approval, extend the expiration date of any award, provided that the period during which an option  is exercisable does not exceed ten years from the date such option is granted or that the period relating to RSUs  and PSUs does not exceed three years.  Trigger Events  The Amended and Restated Omnibus Incentive Plan provides that upon the termination for cause of a participant,  any awards granted to such participant, whether vested or unvested, shall automatically terminate. The Amended  and Restated Omnibus Incentive Plan further provides that upon a participant the termination without cause of a  participant, or upon the resignation or retirement of a participant, (i) the Board may determine, in its sole  discretion, that a portion of the PSUs, RSUs and/or DSUs granted to such participant shall immediately vest and  be settled, (ii) all unvested option shall be forfeited, and (iii) vested options shall remain exercisable until the  earlier of 90 days (30 days for a resignation or retirement) after the termination date or the expiry date of the  options. Finally, upon a participant’s termination of employment as a result of death or disability, (i) all rights, title  and interest in the options granted to such participant which are unvested will continue to vest in accordance with  the terms of the Amended and Restated Omnibus Incentive Plan and the participant’s grant agreement, for a  period of up to two years, (ii) vested options (including such options that vest during the period following the  termination date) will remain exercisable until the earlier of (A) two years after the termination date, and (B) the  expiry date of the options, and (iii) a portion of PSUs, RSUs and/or DSUs granted to the participant will  immediately vest and be settled, as determined by the Board and subject to certain exceptions.   Amendments and Termination   The Board is entitled to suspend or terminate the Amended and Restated Omnibus Incentive Plan at any time,  or from time to time amend or revise the terms of the Amended and Restated Omnibus Incentive Plan or of any  granted award, provided that no such suspension, termination, amendment or revision will be made, (i) except  in compliance with applicable law and with the prior approval, if required, of the shareholders, the TSX or any  other regulatory body having authority over the Company, and (ii) if it would adversely alter or impair the rights  of any participant, without the consent of the participant except as permitted by the terms of the Amended and  Restated Omnibus Incentive Plan, provided however, subject to any applicable rules of the TSX, the Board may  from time to time, in its absolute discretion and without the approval of shareholders, make, amongst others, the  following amendments to the Amended and Restated Omnibus Incentive Plan or any outstanding award:   • any amendment to the vesting provisions, if applicable, or assignability provisions of awards;   • any amendment to the expiration date of an award that does not extend the terms of the award past the  original date of expiration for such award;   • any amendment regarding the effect of termination of a participant’s employment or engagement;   • any amendment to the terms and conditions of grants of PSUs, RSUs or DSUs, including the  performance criteria, as applicable, the type of award, grant date, vesting periods, settlement date and  other terms and conditions with respect to the awards;   • any amendment which accelerates the date on which any award may be exercised or payable, as  applicable, under the Omnibus Incentive Plan;   • any amendment to the definition of an eligible participant under the Amended and Restated Omnibus  Incentive Plan (other than with respect to eligible participants who are eligible to receive an award of  options issued under the Amended and Restated Omnibus Incentive Plan as incentive stock options  intended to meet the requirements of Section 422 of the U.S. Internal Revenue Code of 1986);   • any amendment necessary to comply with applicable law or the requirements of the TSX or any other  regulatory body;   





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 30  • any amendment of a "housekeeping" nature, including, without limitation, to clarify the meaning of an  existing provision of the Amended and Restated Omnibus Incentive Plan, correct or supplement any  provision of the Amended and Restated Omnibus Incentive Plan that is inconsistent with any other  provision of the Amended and Restated Omnibus Incentive Plan, correct any grammatical or  typographical errors or amend the definitions in the Amended and Restated Omnibus Incentive Plan;   • any amendment regarding the administration of the Amended and Restated Omnibus Incentive Plan;   • any amendment to add a provision permitting the grant of awards settled otherwise than with shares  issued from treasury;   • any amendment to add a cashless exercise feature or net exercise procedure;   • any amendment to add a form of financial assistance; and   • any other amendment that does not require the approval of the holders of subordinate voting shares  pursuant to the amendment provisions of the Amended and Restated Omnibus Incentive Plan.   For greater certainty, the Board is required to obtain shareholder approval to make the following amendments:   • any increase in the maximum number of subordinate voting shares issuable pursuant to the Amended  and Restated Omnibus Incentive Plan;   • except for adjustments permitted by the Amended and Restated Omnibus Incentive Plan, any reduction  in the exercise price of an option or any cancellation of an option and replacement of such option with  an option with a lower exercise price, to the extent such reduction or replacement benefits an insider;   • any extension of the term of an award beyond its original expiry date, to the extent such amendment  benefits an insider;   • any increase in the maximum number of subordinate voting shares that may be issuable to insiders  pursuant to the insider participation limit;   • any amendment which (i) increases the maximum number of shares that may be issuable upon  exercises of options issued under the Amended and Restated Omnibus Incentive Plan as incentive stock  options intended to meet the requirements of Section 422 of the U.S. Internal Revenue Code of 1986 or  (ii) which modifies the definition of eligible participant used for purposes of determining eligibility for the  grant of an incentive stock option; and   • any amendment to the amendment provisions of the Amended and Restated Omnibus Incentive Plan.   Except as specifically provided in a grant agreement approved by the Board, awards granted under the  Amended and Restated Omnibus Incentive Plan are generally not transferable other than by will or the laws of  succession. The Company currently does not provide any financial assistance to participants under the  Amended and Restated Omnibus Incentive Plan.   At the Meeting, the Company proposes to further amend the Amended and Restated Omnibus Incentive Plan to  convert it from a “fixed plan” to a “rolling plan”. See “Business of the Meeting – Conversion of the Company’s  Amended and Restated Omnibus Incentive Plan”.  Legacy Option Plans   The Company has previously granted options to acquire common shares to certain directors, officers, employees  and consultants under the Legacy Option Plans. The terms and conditions of the Legacy Option Plans are  substantially identical, save for certain minor variations in respect of, notably, eligible participants, shares  reserved for issuance and change of control provisions. The Legacy Option Plans were amended such that  options to acquire common shares constitute options to purchase an equal number of subordinate voting shares  at the same exercise price, once applicable options are otherwise vested and exercisable. The following  discussion is qualified in its entirety by the full text of the Legacy Option Plans. No additional options will be  granted under the Legacy Option Plans.   





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 31  The 2012 Legacy Option Plan allows for the grant of options to the directors, officers, full-time, part-time and  contract employees and consultants of the Company and its affiliates. The 2016 Legacy Option Plan only allows  for the grant of options to directors and officers. The Board is responsible for administering the Legacy Option  Plans and may delegate its responsibilities to a committee thereof. Under the Legacy Option Plans, the Board  has the sole and complete authority, in its discretion, to determine the individuals to whom options may be granted  and to grant options in such amounts and, subject to the provisions of the Legacy Option Plans, on such terms  and conditions as it determines including: (i) the time or times at which options may be granted, (ii) the exercise  price, (iii) the time or times when each option becomes exercisable and the duration of the exercise period  (provided however that the exercise period may not exceed 10 years), (iv) whether restrictions or limitations are  to be imposed on the shares underlying options and the nature of such restrictions or limitations and (v) any  acceleration of exercisability or waiver of termination regarding any option.   Unless otherwise specified by the Board, an option granted under the Legacy Option Plans expires on the  seventh anniversary of the grant, provided however that the maximum exercise period for an option cannot  exceed ten years after the date of grant. Unless otherwise specified by the Board, under the 2012 Legacy Option  Plan, 25% of an option grant will vest on each of the first, second, third and fourth anniversary of the grant date,  whereas under the 2016 Legacy Option Plan, 25% of an option grant will vest on the first anniversary of the grant  date and a fraction equal to 1/48th of the balance will vest on the first day of each calendar month following the  first anniversary of the grant date.    Adjustments   The Legacy Option Plans also provide that, in connection with a subdivision or consolidation of shares of the  Company or any other capital reorganization or a payment of a stock dividend (other than a stock dividend that  is in lieu of a cash dividend), or an amalgamation, combination, merger or other reorganization involving the  Company by exchange of subordinate voting shares, including by sale or lease of assets or otherwise the Board  may make certain adjustments to outstanding options and authorize such steps to be taken as may be equitable  and appropriate to that end.   Trigger Events; Change of Control   The Legacy Option Plans provides that certain events, including termination for cause, termination without cause,  retirement, disability or death, may trigger forfeiture or reduce the exercise period, where applicable, of the option,  subject to the terms of the participant’s agreement. The Board may, in its discretion, at any time prior to or  following such events, permit the exercise of any or all options held by the participant in the manner and on the  terms authorized by the Board. In the event of certain change of control transactions, the Board may (i) provide  that all outstanding vested options shall be cancelled and terminated and that in connection therewith,  participants will receive a cash payment equal to the difference, if any, between the consideration received by  the shareholders of the Company in respect of a share in connection with such transaction and the purchase  price per share, multiplied by the number of options held, (ii) extend the exercise period of outstanding vested  options (but not beyond 10 years from the grant date), (iii) terminate any outstanding unvested options, (iv)  accelerate the vesting of any or all outstanding options, (v) accelerate the vesting of any or all outstanding options  and provide that such options are fully vested and conditionally exercisable upon (or prior to) the completion of  the transaction, or (vi) take such steps as are necessary or desirable to cause the conversion or exchange of any  outstanding options into substitute or replacement options of similar value or greater value from, or the  assumption of outstanding options by, the entity participating in or resulting from the transaction. The 2016  Legacy Option Plan further provides that if at any time between the time the Company enters into a definitive  agreement providing for a change of control and the closing thereof, or within 12 months thereafter, the participant  is terminated without cause or resigns for good reason, 100% of the options held by such participant will  accelerate and be deemed vested and exercisable, subject to the participant’s continuing compliance with his or  her obligations to the Company. Upon a change of control, any vested options granted under the 2016 Legacy  Option Plan will be sold or exchanged (or exercised and the shares issued on such exercise will be sold or  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 32  exchanged) for substantially the same consideration as the shares for which the options are exercised, subject  to appropriate adjustments to account for the exercise price thereof.   Amendments and Termination   The Board may, without notice, at any time from time to time, amend, suspend or terminate the Legacy Option  Plans or any provisions thereof in such respects as it, in its sole discretion, determines appropriate, except that  it may not without the consent of the participant (or the representatives of his or her estate) alter or impair any  rights or obligations arising from any option previously granted to such participant under the Legacy Option Plans  that remains outstanding.  Options granted under the Legacy Option Plans are generally not transferable other than to limited permitted  assigns. The Company currently does not provide any financial assistance to participants under the Legacy  Option Plans.      





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 33  Securities Authorized for Issuance Under Equity Compensation Plans  The following table provides a summary, as at March 31, 2020, of the securities granted under each of the  Company’s equity incentive plans:  Plan Category1  Number of Securities  to be Issued upon  Exercise of  Outstanding Options,  Warrants and Rights  Weighted-Average  Exercise Price of  Outstanding Options,  Warrants and Rights  Number of Securities  Remaining Available for  Future Issuance Under  Equity Incentive Plans  (Including Securities  Appearing in the First  Column)  Equity Incentive Plans Approved by  Securityholders:     Amended and Restated Omnibus  Incentive Plan 3,376,464 2 C$31.12 1,438,340 3  Legacy Option Plans4 3,885,5075 $4.39 -  Equity Incentive Plans not Approved by  Securityholders6 504,877 C$38.41 -  Total: 7,766,848  1,438,3403    1. See “Executive Compensation – Compensation Discussion and Analysis – Equity Incentive Plans” for a description of the terms  of the Amended and Restated Omnibus Incentive Plan, the Legacy Option Plans and the equity incentive plans not approved by  securityholders.  2. Represents approximately 3.66% of the issued and outstanding subordinate voting shares and multiple voting shares as at  March 31, 2020.  3. Assumes that all outstanding RSUs, PSUs and DSUs are settled in treasury shares. Represents approximately 1.56% of the  issued and outstanding subordinate voting shares and multiple voting shares as at March 31, 2020. The subordinate voting shares  reserved for issuance under the Amended and Restated Omnibus Incentive Plan are reserved for the exercise of options and the  settlement of RSUs, PSUs and DSUs with subordinate voting shares issued from treasury.  4. As part of the pre-closing capital changes effected in connection with closing of the IPO, each of the Legacy Option Plans was  amended such that, as of March 15, 2019, no further awards would be made thereunder.  5. Represents approximately 4.21% of the issued and outstanding subordinate voting shares and multiple voting shares as at  March 31, 2020.  6. In connection with Mr. Texier joining the Company as Chief Product Officer, on August 19, 2019, he received grants of (a) 300,000  options to acquire subordinate voting shares at an exercise price of C$41.01 per subordinate voting share and (b) 4,877 RSUs.  In connection with Mr. Valeriano joining the Company as Senior Vice President and Managing Director of EMEA, on February 28,  2020, he received a grant of 200,000 options to acquire subordinate voting shares at an exercise price of C$35.45 per subordinate  voting share. The foregoing awards are subject to the terms and conditions of the Amended and Restated Omnibus Incentive  Plan, though the awards were granted without shareholder approval in compliance with an allowance under the rules of the TSX  as an inducement for such individuals to enter into a contract of full-time employment with the Company.      The table above does not take into account the further amendments to the Amended and Restated Omnibus  Incentive Plan to be considered at the Meeting for purposes of converting such plan from a “fixed plan” to a  “rolling plan”, and whereby the maximum number of subordinate voting shares which may be reserved and set  aside for issuance under such plan and the Legacy Option Plans would be changed from a fixed maximum  number of subordinate voting shares to a maximum aggregate number of subordinate voting shares equal to  15% of all subordinate voting shares and multiple voting shares issued and outstanding from time to time, on a  non-diluted basis (representing approximately 13,945,560 subordinate voting shares as at June 24, 2020). See  “Business of the Meeting – Conversion of the Company’s Amended and Restated Omnibus Incentive Plan” for  additional details.  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 34  Named Executive Officers' Compensation  Summary Compensation Table  The following table sets out information concerning the Fiscal 2020 compensation paid to or awarded to the  NEOs. The total cost of compensation of our NEOs represents 5.98% of revenue in Fiscal 2020.  Name Year  Salary  1, 2  ($)  Share- Based  Awards  1, 3  ($)  Option- Based  Awards  1, 4  ($)  Non-Equity Incentive  Plan Compensation  Pension  Value  All Other  Compensation 1, 6, 7  ($)  Total  Compensation  Annual  Incentive  Plans1, 5  ($)  Long-Term  Incentive  Plans1  ($)  Dax Dasilva  Chief Executive  Officer  2020 238,364 352,450 528,6758 -  - 2,708 1,122,197   2019 292,641     - 658 293,298   2018 302,965     -  302,965   2017 293,007     -  293,007   2016 300,339     -  300,339  Brandon Nussey  Chief Financial  Officer  2020 275,318 140,980 140,980 70,490 - - 20,775 648,543   2019 261,905   74,830  - 5,775 342,510  Jean Paul  Chauvet  President  2020 238,514 123,358 123,358 181,869 - - 3,540 670,639   2019 228,951  1,866,805 234,251  - 860 2,330,867  Jim Texier9  Chief Product  Officer  2020 139,489 140,980 3,484,25910 61,001  - 9,103 3,834,832  Julian Teixeira 2020 144,925 79,301 565,87611 145,880   376 936,358  Senior Vice  President of  Global Sales  2019 131,525  99,681 182,538 - - 624 414,368    1. The base salaries, share-based awards, option-based awards, annual incentive and all other compensation of our NEOs are paid  in Canadian dollars. Except where noted below, the 2020 amounts reported in the above table have been converted to U.S. dollars  using an exchange rate of 0.7049, being the average rate of exchange posted by the Bank of Canada for conversion of Canadian  dollars into U.S. dollars on March 31, 2020. The 2019 amounts reported in the above table have been converted to U.S. dollars  using an exchange rate of 0.7483, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian  dollars into U.S. dollars on March 29, 2019. The 2018 amounts reported in the above table have been converted to U.S. dollars  using an exchange rate of 0.7747, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian  dollars into U.S. dollars on March 28, 2018. The 2017 amounts reported in the above table have been converted to U.S. dollars  using an exchange rate of 0.7513, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian  dollars into U.S. dollars on March 31, 2017. The 2016 amounts reported in the above table have been converted to U.S. dollars  using an exchange rate of 0.7701, being the daily rate of exchange posted by the CanadianForex Limited. for conversion of  Canadian dollars into U.S. dollars on March 31, 2016.  2. The 2020 amounts reported in the table above represent a base salary of C$338,153 for Mr. Dasilva (which includes a voluntary  reduction in salary taken by Mr. Dasilva in response to the COVID-19 pandemic, which voluntary reduction was retroactive to  January 1, 2020), C$390,577 for Mr. Nussey, C$338,365 for Mr. Chauvet, C$1,197,885 for Mr. Texier and C$205,597 for Mr.  Teixeira.   3. Represents grants of RSUs made to Messrs. Dasilva, Chauvet, Nussey and Teixeira under the Amended and Restated Omnibus  Incentive Plan, and with respect to Mr. Texier, in compliance with an allowance under the rules of the TSX, as an inducement for  him to enter into a contract of full-time employment with the Company. Amounts shown in this column represent the grant date fair  value of RSUs. The grant date fair value of an award is equal to the volume weighted average trading price on the TSX for the  five days prior to the grant date and differs from the accounting fair value determined in accordance with IFRS 2 Share-based  Payment which is calculated based on the closing price of the shares on the TSX on the grant date.  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 35  4. Represents grants of options made to Messrs. Dasilva, Chauvet, Nussey and Teixeira under the Amended and Restated Omnibus  Incentive Plan, and with respect to Mr. Texier, in compliance with an allowance under the rules of the TSX as an inducement for  him to enter into a contract of full-time employment with the Company. Amounts shown have been calculated using the Black- Scholes method based on the volume weighted average trading price on the TSX for the five trading days prior to the grant date.  The fair value on the grant date is different from the value determined in accordance with IFRS 2 Share-based Payment because  the accounting fair value determined in accordance therewith is calculated based on the closing price of the shares on the TSX  on the grant date as opposed to the volume weighted average trading price on the TSX for the five trading days prior to the grant  date.  5. The 2020 amounts reported in the table above represent bonuses of C$100,000 for Mr. Nussey and C$86,538 for Mr. Texier; and  commission payments of C$258,006 for Mr. Chauvet and C$206,951 for Mr. Teixeira under the Company’s Sales Commission  Plan.   6. None of NEOs are entitled to perquisites or other personal benefits which, in the aggregate, are worth over $50,000 or over 10%  of their base salary.   7 Amounts shown in this column for Fiscal 2020 include Company-paid life, accidental death and dismemberment, medical, dental  and dependent life insurance premiums of C$3,842, C$5,024, C$5,022, C$2,913 and C$533 on behalf of Messrs. Dasilva, Nussey,  Chauvet, Texier and Teixeira, respectively, which amounts were converted into U.S. dollars using an exchange rate of 0.7049,  being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on March 31,  2020. For Messrs. Nussey and Texier, the amount also includes a company contribution of C$5,248 and C$10,000, respectively,  to a registered retirement savings plan. For Mr. Nussey, the amount also includes a includes a gross-up reimbursement of  C$19,200 on account of payment of taxes.  8. Represents a grant of 26,288 Performance Options at an exercise price of C$30.28 per subordinate voting share on account of  Mr. Dasilva’s annual short-term incentive plan compensation, and a grant of 52,576 options at an exercise price of C$30.28 per  subordinate voting share on account of Mr. Dasilva’s annual long-term incentive plan compensation, in each case on June 11,  2019. See “Executive Compensation – Compensation Discussion and Analysis – Principal Elements of Compensation – Short- Term Incentive Compensation” for a description of the performance-vesting stock options.  9. Mr. Texier joined the Company September 9th, 2019.   10. Represents a grant of 300,000 options made to Mr. Texier at an exercise price of C$41.01 per subordinate voting share on August  19, 2019 in compliance with an allowance under the rules of the TSX as an inducement for him to enter into a contract of full-time  employment with the Company. This amount has been converted to U.S. dollars using an exchange rate of 0.751, being the  average rate of exchange posted by the Thomson Reuters for conversion of Canadian dollars into U.S. dollars on August 19,  2019.  11. Represents a grant of 11,829 options made to Mr. Teixeira at an exercise price of C$30.28 per subordinate voting share on account  of his long-term incentive plan compensation on June 11, 2019 and an additional grant of 50,000 options made to Mr. Teixeira at  an exercise price of C$35.45 per subordinate voting share on February 28, 2020. Amounts have been converted to U.S. dollars  using exchange rates of 0.753 and 0.746, respectively, being the average rate of exchange posted by Thomson Reuters for  conversion of Canadian dollars into U.S. dollars on June 11, 2019 and February 28, 2020, respectively.    CEO Performance-Based Compensation  On account of his short-term incentive compensation for Fiscal 2020, our CEO, Mr. Dasilva, was granted a fixed  number Performance Options. The Performance Options vest, upon the CNG Committee’s determination, in its  sole discretion, as to Mr. Dasilva’s satisfaction of the performance criteria established therefor by the CNG  Committee and in the number determined by the CNG Committee based on such satisfaction. The performance  criteria were aligned to the Company’s four strategic priorities for Fiscal 2020 – investing in our people, customer  success, innovation and differentiation, and fiscal responsibility – with each priority being weighted equally in the  determination of Mr. Dasilva’s satisfaction of the performance criteria. The performance criteria established by  the CNG Committee for the vesting of Mr. Dasilva’s Performance Options are described below.    Invest in our People (25%)   Mr. Dasilva’s achievement of this strategic objective is measured by reference to:  i. a target company net promoter score as attributed by its employees;  ii. a target employee voluntary turnover rate; and  iii. a discretionary performance review conducted by the Chair of the Board.    Customer Success (25%)   The company’s achievement of this strategic objective is measured by reference to:  i. a target customer churn rate;  ii. a target improvement of the company’s net promoter score as attributed by its customers; and  iii. a customer satisfaction survey score target.    Innovate and Differentiate (25%)   The Company’s achievement of this strategic objective is measured by reference to:  i. product feature advancements;  ii. the execution of the Company against its product roadmap; and  





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 36  iii. a discretionary evaluation of innovation and differentiation by the Company.    Fiscal Responsibility (25%)    The Company’s achievement of this strategic objective is measured by reference to:  i. target revenue;  ii. target EBITDA; and   iii. a target number of active Lightspeed Payments customers.      Employment Agreements, Termination and Change of Control  Benefits  The Company has written employment agreements with each NEO and each executive is entitled to receive  compensation established by the Company, as well as other benefits in accordance with plans available to the  most senior employees.   Each NEO is entitled to certain benefits in connection with the termination of their employment without cause or  in the event of their resignation for good reason. If so terminated or if they resign for good reason, NEOs are  entitled to a severance payment calculated as a function of base salary and annual incentive compensation  multiplied by the greater of (i) in the case of our Chief Executive Officer, one month per year of service or 18  months, (ii) in the case of our President, our Chief Financial Officer and our Chief Product Officer, one month per  year of service or 12 months, and (iii) in the case of our Senior Vice President of Global Sales, one month per  year of service or nine months. Further, in the event that a NEO is terminated within a specified period of time  following a change of control of the Company, such NEO will be entitled to severance payments as described  above, in addition to full vesting of all equity-based awards. Payment of such termination benefits shall be subject  to, among other things, the NEO executing a full and satisfactory release in favour of the Company (or any  successor entity following a change of control of the Company).   The table below shows the estimated incremental payments that would be made to the Company’s NEOs upon  the occurrence of certain events as of March 31, 2020, the last business day of Fiscal 2020.  Name Event  Severance1  ($)  Equity-Based Awards2  ($)  Other  Payments  Total  ($)  Dax Dasilva  Chief Executive Officer  Termination other  than for cause  793,013  -  - 793,013  Change of control  793,013  221,612  - 1,014,625  Brandon Nussey  Chief Financial Officer  Termination other  than for cause  422,940  -  - 634,410   Change of control  422,940  5,662,624  - 6,085,464  Jean Paul Chauvet  President  Termination other  than for cause  458,185    -   Change of control  458,185  13,303,964  - 13,762,149  Jim Texier   Chief Product Officer  Termination other  than for cause  458,185  -  - 458,185  Change of control  458,185  65,456  - 523,641  Julian Teixeira  Senior Vice President of  Global Sales  Termination other  than for cause  237,904  -  - 237,904  Change of control  237,904  856,080  - 1,093,984    1. Severance payments are calculated based on base salary as of March 31, 2020, the last business day of Fiscal 2020, and on  account of at target annual incentive compensation pursuant to the applicable employment agreement of each NEO, reported  above in U.S. dollars using an exchange rate of 0.7049, being the daily rate of exchange posted by the Bank of Canada for  conversion of Canadian dollars into U.S. dollars on March 31, 2020.   





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 37  2. Based on a price of C$19.04 per subordinate voting share, being the closing price of the subordinate voting shares on the TSX  on March 31, 2020, converted into U.S. dollars using an exchange rate of 0.7049, being the daily rate of exchange posted by the  Bank of Canada for conversion of Canadian dollars into U.S. dollars on March 31, 2020.    Outstanding Option-Based Awards and Share-Based Awards   The following table shows all Option-based and Share-based awards outstanding to NEOs in Fiscal 2020:  Name  Option-Based Awards Share-Based Awards  Number of  Subordinate  Voting  Shares  Underlying  Unexercised  Options1  Option  Exercise  Price  Option Expiration  Date  Value of  Unexercised In- the-Money  Options2  ($)  Number  of Share  Based  Awards  Value of  Share  Based  Awards3  Dax Dasilva  Chief Executive Officer 78,864 C$30.28 June 11, 2026 0 16,512 221,612  Brandon Nussey  Chief Financial Officer  640,580 $4.72 February 1, 2025 5,573,876 6,605 88,648   21,030 C$30.28 June 11, 2026 0    Jean Paul Chauvet  President  190,880 C$3.68 November 1, 2022 2,066,708  5,779 77,562  162,516 $2.96 March 31, 2023 1,700,128  84,232 $2.96 March 31, 2023 881,176  985,875 $4.72 April 30, 2025 8,578,390  18,401 C$30.28 June 11, 2026 0  Jim Texier  Chief Product Officer  300,000 C$41.01 August 19, 2026 0 4,877 65,456  Julian Teixeira  Senior Vice President of  Sales  6,250 $2.96 March 31, 2023 65,383  3,715 49,860  12,500 $3.40 December 1, 2023 125,266  25,000 $4.72 February 1, 2025 217,532  36,250 $5.00 August 3, 2025 305,272  12,500 $6.00 November 8, 2025 92,766  11,829 C$30.28 June 11, 2026 0  50,000 C$35.45 February 28, 2027 0    1. Options granted under the Legacy Option Plans or the Amended and Restated Omnibus Incentive Plan, or, in the case of Mr.  Texier, an allowance under the rules of the TSX as an inducement for him to enter into a contract of full-time employment with the  Company, each of which options is exercisable for one subordinate voting share.  2. The value of unexercised in-the-money options is calculated based on the difference between the strike price of the option and  the closing price of the subordinate voting shares on the TSX on March 31, 2020, being C$19.04 per subordinate voting share,  converted into U.S. dollars using an exchange rate of 0.7049, being the daily rate of exchange posted by the Bank of Canada for  conversion of Canadian dollars into U.S. dollars on March 31, 2020.  3. Based on a price of C$19.04 per subordinate voting share, being the closing price of the subordinate voting shares on the TSX  on March 31, 2020, converted into U.S. dollars using an exchange rate of 0.7049, being the daily rate of exchange posted by the  Bank of Canada for conversion of Canadian dollars into U.S. dollars on March 31, 2020.   





 






    COMPENSATION DISCUSSION AND ANALYSIS    MANAGEMENT INFORMATION CIRCULAR 38  Incentive Plan Awards – Value Vested or Earned During the Year  The following table shows the value of incentive plan awards that vested or were earned for each Named  Executive Officer during Fiscal 2020:    Name  Unexercised In-the-Money  Value of Option-Based  Awards -  Vested During the Year1  ($)  Share-Based Awards -  Value Vested During the Year  ($)  Non-Equity Incentive Plan  Compensation - Value Earned  During the Year2  ($)  Dax Dasilva 0 0 0  Brandon Nussey 3,372,916 0 70,490  Jean Paul Chauvet 3,544,059 0 181,869  Jim Texier 0 0 61,001  Julian Teixeira 626,009 0 145,880    1. The value of unexercised in-the-money options is calculated based on the difference between the strike price of the option and  the closing price of the subordinate voting shares on the TSX on the day the options vested, converted into U.S. dollars using an  exchange rate of 0.7049, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into  U.S. dollars on March 31, 2020.  2.  The amounts reported in the table above represent bonuses of C$100,000 for Mr. Nussey and C$86,538 for Mr. Texier; and  commission payments of C$258,006 for Mr. Chauvet and C$206,951 for Mr. Teixeira under the Company’s Sales Commission  Plan, in each case converted into U.S. dollars using an exchange rate of 0.7049, being the daily rate of exchange posted by the  Bank of Canada for conversion of Canadian dollars into U.S. dollars on March 31, 2020.    





 






    STATEMENT OF CORPORATE GOVERNANCE PRACTICES    MANAGEMENT INFORMATION CIRCULAR 39  STATEMENT OF CORPORATE GOVERNANCE PRACTICES  The Canadian Securities Administrators have issued corporate governance guidelines pursuant to National  Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”) together with certain related disclosure  requirements pursuant to NI-58-101. The corporate governance guidelines set forth in NP 58-201 are  recommended as “best practices” for issuers to follow. We recognize that good corporate governance plays an  important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted  certain corporate governance policies and practices. The disclosure set out below describes our approach to  corporate governance.   Nomination of Directors and Majority Voting Policy  Our CNG Committee is responsible for, annually or as required, recruiting and identifying, and recommending to  the Board for nomination, individuals qualified to become new Board members, as well as recommending  individual directors to serve on the various Board committees. In making its recommendations, the CNG  Committee considers the competencies that the Board considers to be necessary and desirable for the Board as  a whole, and Board committees, to possess, the competencies and skills that the Board considers each existing  director to possess, and the competencies, skills, perspective and experience each new nominee will bring to  the boardroom. The CNG Committee also considers the amount of time and resources that nominees have  available to fulfill their duties as a Board member.  The CNG Committee is composed of independent directors within the meaning of the CSA Disclosure Instrument.  The chair of the CNG Committee leads the nominating process in accordance with and pursuant to the criteria  for Board membership as set forth in the Charter of the CNG Committee.   In accordance with the requirements of the TSX, the Board has adopted a “Majority Voting Policy” to the effect  that a nominee for election as a director who does not receive a greater number of votes “for” than votes “withheld”  with respect to the election of directors by shareholders shall tender his or her resignation to the Chair of the  Board promptly following the meeting of shareholders at which the director was elected. The CNG Committee  will consider such offer and make a recommendation to the Board whether to accept it or not. The Board will  promptly accept the resignation unless it determines that there are exceptional circumstances that should delay  the acceptance of the resignation or justify rejecting it. The Board will make its decision and announce it in a  press release within 90 days following the meeting of shareholders, giving the reasons for not accepting the  resignation if such is the case. A director who tenders a resignation pursuant to the Majority Voting Policy will not  participate in any meeting of the Board or the CNG Committee at which the resignation is considered.  Director Nomination Rights  Under an investor rights agreement (the “Investor Rights Agreement”) dated March 15, 2019 among the  Company, DHIDasilva Holdings Inc., a company controlled by the Company’s founder and Chief Executive  Officer, and Caisse de dépôt et placement du Québec (“Caisse”), Caisse is entitled to certain director nomination  rights. The Investor Rights Agreement provides that Caisse is entitled to nominate one of the Company’s directors  as part of the slate of director candidates proposed by the Company in any management information circular,  and will continue to be entitled to nominate such director for so long as it holds at least 20% of our subordinate  voting shares and multiple voting shares (on a non-diluted basis). Moreover, for as long as Caisse holds at least  20% of our subordinate voting shares and multiple voting shares (on a non-diluted basis), the Company, acting  reasonably, will consult Caisse in respect of any appointment or replacement of the Chair of the Board.  The nominee of Caisse designated under the Investor Rights Agreement has to be considered independent within  the meaning of National Instrument 52-110 – Audit Committees ("NI 52-110"). Quorum for meetings of the  Board will need to include the nominee of Caisse, subject to customary exceptions. Pursuant to the Investor  





 






    STATEMENT OF CORPORATE GOVERNANCE PRACTICES    MANAGEMENT INFORMATION CIRCULAR 40  Rights Agreement, Caisse has confirmed to the Company that Rob Williams will be the Caisse nominee for  election to the Board at the Meeting.    Independence of Directors  Director Independence  Under National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101"), a director  is considered to be independent if he or she is independent within the meaning of NI 52-110. Pursuant to NI 52- 110, an independent director is a director who is free from any direct or indirect relationship which could, in the  view of the Board, be reasonably expected to interfere with a director’s independent judgment. Based on  information provided by each director concerning his or her background, employment and affiliations, the Board  has determined that two of the six directors on the Board will not be considered independent as a result of their  employment relationships with the Company.  Our independent Board members are Patrick Pichette, Marie-Josée Lamothe, Rob Williams and Paul McFeeters.  The non-independent members of our Board are Dax Dasilva, Lightspeed's Chief Executive Officer, and Jean  Paul Chauvet, Lightspeed's President.   Certain members of the Board are also members of the board of directors of other public companies. The Board  has not adopted a director interlock policy but is keeping informed of other public directorships held by its  members. No director serves on more than two other public company boards of directors.  Independent Chair of the Board  The Company’s Board is led by an independent Chair, which we believe contributes to the Board’s ability to  function independently of management and provide effective oversight. Patrick Pichette has been a director of  the Company since 2018 and became the Chair of the Board in 2019. As Chair of the Board, Mr. Pichette is  principally responsible for overseeing the operations and affairs of the Board.  Meetings of Independent Directors  The Board will hold regularly-scheduled quarterly meetings as well as ad hoc meetings from time to time. In the  course of meetings of the Board or of committees of the Board, the independent directors will from time to time  hold meetings, or portions of such meetings, at which neither non-independent directors nor officers of the  Company are in attendance.   If a director or officer holds an interest in a transaction or agreement under consideration at a Board meeting or  a Board committee meeting, that director or officer shall not be present at the time the Board or Board committee  deliberates such transaction or agreement and shall abstain from voting on the matter, subject to certain limited  exceptions provided for in the CBCA.  Director Term Limits and Other Mechanisms of Board Renewal  The Board has not adopted director term limits or other automatic mechanisms of board renewal. Rather than  adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal,  the CNG Committee seeks to maintain the composition of the Board in a way that provides, in the judgment of  the Board, the best mix of skills and experience to provide for our overall stewardship. The CNG Committee also  





 






    STATEMENT OF CORPORATE GOVERNANCE PRACTICES    MANAGEMENT INFORMATION CIRCULAR 41  conducts an annual process for the assessment of the Board, each Board committee and each director regarding  his, her or its effectiveness and performance, and reports evaluation results to the Board.     Charter of the Board  The Board has adopted a written charter (the “Board Charter”) describing, inter alia, the Board’s role and overall  responsibility to supervise the management of the business and affairs of the Company. The Board, directly and  through its Board committees and the Chair of the Board, provides direction to the executive officers of the  Company, generally through the Chief Executive Officer. The Board has overall responsibility for the Company’s  strategic planning, compliance and risk management (including crisis preparedness, information system controls,  business continuity, cybersecurity and disaster recovery), matters relating to the Chief Executive Officer and other  executive officers, corporate governance, and communications with the Company’s shareholders and other  stakeholders. The text of the Board Charter is reproduced in its entirety in Appendix A.   Skills and Experience of the Board  As noted above, the Nominating and Governance Committee has developed a “competency” matrix in which  directors indicate their experience in each competency identified as important for a company like Lightspeed.  Each director must indicate which of these competencies he or she believes he or she possesses. The table  below illustrates the mix of experiences in these competencies of our nominee directors.       FINANCE INDUSTRY KNOWLEDGE OTHER    Geography  E xe cu tiv e  Le ad er sh ip   G ov er na nc e/  R is k  M an ag em en t  A cc ou nt in g/   Fi na nc e  S tr at eg y/  M & A   R et ai l/  H os pi ta lit y  S al es   P ro du ct  D ev el op m en t/  M an ag em en t  M ar ke tin g/  A dv er tis in g  In no va tio n/  T ec hn ol og y  P ub lic  B oa rd  E xp er ie nc e  H um an  R es ou rc es /  C om pe ns at io n  S us ta in ab ili ty   Patrick Pichette ✓ ✓ ✓ ✓       ✓ ✓ ✓ ✓ Global  Dax Dasilva ✓ ✓    ✓ ✓ ✓ ✓     ✓ Global  Jean Paul Chauvet ✓ ✓    ✓  ✓ ✓       Global  Marie-Josée  Lamothe  ✓ ✓     ✓  ✓ ✓  ✓  ✓   Global  Paul McFeeters ✓ ✓ ✓ ✓       ✓ ✓   Global  Rob Williams ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓   ✓  Global    Committees of the Board  The Board has established two standing committees: the Audit Committee, which is required by Canadian  securities laws for all reporting issuers, and the CNG Committee.   The Board has adopted a written position description for each of our committee chairs which sets out each of the  committee chair’s key responsibilities, including, among others, duties relating to setting committee meeting  agendas, chairing committee meetings and working with the respective committee and management to ensure,  to the greatest extent possible, the effective functioning of the committee.   





 






    STATEMENT OF CORPORATE GOVERNANCE PRACTICES    MANAGEMENT INFORMATION CIRCULAR 42      Audit Committee  The Audit Committee consists of a minimum of three directors, all of whom are persons determined by the Board  to be both independent directors and financially literate within the meaning of NI 52-110. The Audit Committee is  currently comprised of Paul McFeeters, chair of the committee, Patrick Pichette and Rob Williams. Each of the  Audit Committee members has an understanding of the accounting principles used to prepare financial  statements and varied experience as to the general application of such accounting principles, as well as an  understanding of the internal controls and procedures necessary for financial reporting. All members of the Audit  Committee are Independent Directors. Paul McFeeters and Patrick Pichette have been determined by the Board  to be the Audit Committee financial experts.  The Board adopted a written charter, the text of which is reproduced in its entirety in Exhibit A to the Company’s  annual information form, available under the Company’s profile on SEDAR at www.sedar.com and on the  Company’s website at investors.lightspeedhq.com, setting forth the purpose, composition, authority and  responsibility of the Audit Committee, consistent with NI 52-110. The Audit Committee assists the Board in  fulfilling its oversight of, among other things:   • the quality and integrity of the Company’s financial statements and related information;   • the qualifications, independence, appointment and performance of the external auditor;   • the accounting and financial reporting policies, practices and procedures of the Company and its  subsidiaries and affiliates;   • the Company’s risk management practices and legal and regulatory compliance;   • management’s design, implementation and effective conduct of internal controls over financial reporting  and disclosure controls and procedures;   • the performance of the Company’s internal audit function, if applicable; and   • preparation of disclosures and reports required to be prepared by the Audit Committee by any law,  regulation, rule or listing standard.   It is the responsibility of the Audit Committee to maintain free and open means of communication between the  Audit Committee, the external auditor and the management of the Company. The Audit Committee has full access  to the Company’s management and records and external auditor as necessary to carry out these responsibilities.  The Audit Committee has the authority to carry out such special investigations as it sees fit in respect of any  matters within its various roles and responsibilities. The Company shall provide appropriate funding, as  determined by the Audit Committee, for the payment of compensation to the external auditor for the purpose of  rendering or issuing an audit report and to any advisors employed by the Audit Committee.   Additional details regarding the Audit Committee can be found in the section entitled “Audit Committee” of  the Company’s annual information form, available under the Company’s profile on SEDAR at  www.sedar.com and on the Company’s website at investors.lightspeedhq.com.  Compensation, Nominating and Governance Committee  The CNG Committee consists of a minimum of three directors, all of whom are independent directors, and are  charged with overseeing executive compensation, management development and succession, director  compensation and executive compensation disclosure. It also assists the Board in overseeing corporate  governance, the composition of the Board and its committees, and the effectiveness of the Board, its committees  and the directors themselves. The CNG Committee is currently comprised of Patrick Pichette, chair of the CNG  Committee, Marie-Josée Lamothe and Paul McFeeters. No member of the CNG Committee is an executive  





 






    STATEMENT OF CORPORATE GOVERNANCE PRACTICES    MANAGEMENT INFORMATION CIRCULAR 43  officer of the Company, and as such, the Board believes that the CNG Committee is able to conduct its activities  in an objective manner.   The Board adopted a written charter setting forth the purpose, composition, authority and responsibility of the  CNG Committee.   The CNG Committee is responsible for, among other things:   • the Company’s overall compensation philosophy;   • overseeing matters related to executive and director compensation;   • reviewing management’s assessment of existing management resources and succession plans;   • reviewing executive compensation disclosure before the Company publicly discloses this information;   • overseeing the Company’s corporate governance, including governance policies and processes;   • reviewing and making recommendations regarding the composition of the Board and committees  thereof;   • identifying and selecting or recommending to the Board for selection qualified nominees for the Board  and committees thereof; and   • reviewing and assessing the performance, effectiveness and contribution of the Board, committees  thereof and the directors themselves.     The CNG Committee is responsible for reviewing and assessing at least annually the performance, effectiveness  and contribution of the Board, Board committees and the directors themselves and reporting on such review and  assessment to the Board. This shall include a review of the Board’s mandate and the charters of each committee  thereof. The CNG Committee will also be responsible for overseeing the onboarding of new directors and  continuing education programs for our directors.  Code of Ethics  We have adopted a written code of conduct and ethics (the “Code of Ethics”) that applies to all of our officers,  directors, employees, contractors and agents acting on behalf of the Company. The objective of the Code of  Ethics is to provide guidelines for maintaining our and our subsidiaries integrity, trust and respect.   The Code of Ethics addresses compliance with laws, rules and regulations, conflicts of interest, confidentiality,  commitment, preferential treatment, financial information, internal controls and disclosure, protection and proper  use of our assets, communications, fair dealing, fair competition, due diligence, illegal payments, equal  employment opportunities and harassment, privacy, use of Company computers and the internet, political and  charitable activities and reporting any violations of law, regulation or the Code of Ethics. The Board has ultimate  responsibility for monitoring compliance with the Code of Ethics and it monitors compliance through the CNG  Committee.   The Code of Ethics is distributed to and signed by each of the Company’s employees when they are hired. In  addition, the Company conducts an annual certification process to monitor compliance with the Code of Ethics  and the Corporate Secretary reports the results of such process to the Board on an annual basis.  Diversity  Having a diverse Board and senior management offers a depth of perspective that enhances Board and  management operations and performance. Having a diverse and inclusive organization overall is beneficial to  our success, and we are committed to diversity and inclusion at all levels to ensure that we attract, retain and  promote the brightest and most talented individuals.  The Board does not specifically define diversity nor set targets for specific designated groups, but values  diversity of experience, perspective, education, background, race, gender and national origin as part of its  overall evaluation of director nominees for election or re-election to the Board and as part of its evaluation of  





 






    STATEMENT OF CORPORATE GOVERNANCE PRACTICES    MANAGEMENT INFORMATION CIRCULAR 44  candidates for management positions. This is achieved through ensuring that diversity considerations are  taken into account in Board and senior management succession planning, continuously monitoring the  level of representation on our Board and in senior management positions of women, visible minorities,  Aboriginal persons and persons with disabilities, continuing to broaden recruiting efforts to attract and interview  qualified candidates, and committing to retention and training to ensure that our most talented employees are  promoted from within our organization.    Recommendations concerning director nominees and appointment of executive officers are based on  competence, merit and performance, as well as expected contribution to the Board or management’s  performance. Commitment to diversity is, and will remain a key priority and consideration, as it is beneficial that  a diversity of backgrounds, views and experiences be present at the Board and management levels.    The following chart sets out the representation of women, visible minorities, Aboriginal peoples and persons with  disabilities on the Company’s board of directors and senior management as well as the percentage of the board  of directors and senior management comprised of persons from each such designated group.     Women Visible Minorities Aboriginal peoples Persons with disabilities   Number Percent Number Percent Number Percent Number Percent  Board of Directors 1 17% 1 17% 0 -  0 -   Executive Officers 4 27% 3 20% 0 - 0 -      Directors' and Officers' Liability Insurance  Our and our subsidiaries’ directors and officers are covered under our existing directors’ and officers’ liability  insurance. Under this insurance coverage, we and our subsidiaries will be reimbursed for insured claims where  payments have been made under indemnity provisions on behalf of our and our subsidiaries’ directors and  officers, subject to a deductible for each loss, which will be paid by us. Our and our subsidiaries’ individual  directors and officers will also be reimbursed for insured claims arising during the performance of their duties for  which they are not indemnified by us or our subsidiaries. Excluded from insurance coverage are illegal acts, acts  which result in personal profit and certain other acts.  Director Orientation and Continuing Education  New directors will meet with the Chair of the Board and executive officers. New directors will be provided with  comprehensive orientation and education as to the nature and operation of the Company and our business, the  role of the Board and Board committees, and the contribution that an individual director is expected to make.   The CNG Committee is responsible for overseeing director continuing education designed to maintain or enhance  the skills and abilities of the directors and to ensure that their knowledge and understanding of our business  remains current. The chair of each Board committee is responsible for coordinating orientation and continuing  director development programs relating to the committee’s mandate.   The members of the Board are registered as members of the Institute of Corporate Directors (“ICD”). The ICD  offers highly regarded professional development programs that provide flexible director education and learning  opportunities and resources. In the November 2020, the CNG Committee mandated that each director participate  in a minimum of one hour of continuing education courses offered by the ICD.    Risk Management  The Board implements its risk oversight function both as a whole and through its committees. The Board oversees  both the processes in place to identify business risks and opportunities and the implementation of processes to  manage such risks and opportunities.   





 






    STATEMENT OF CORPORATE GOVERNANCE PRACTICES    MANAGEMENT INFORMATION CIRCULAR 45  The Board's responsibilities include:  • Building a culture of honesty and accountability throughout the Company by reviewing on an annual  basis the recommendations of the CNG Committee regarding changes to the Code of Business Conduct  and Ethics and any waivers or violations thereof.     • Overseeing legal and regulatory compliance and the effectiveness of the Company’s compliance and  enterprise risk management practices, including reviewing reports provided at least annually by  management on the risks inherent in the Company’s business (including crisis preparedness,  information system controls, business continuity, cybersecurity and disaster recovery).     • Identifying the principal risks of the Company’s business and ensuring the implementation of appropriate  systems to manage these risks.     • Monitoring the implementation of procedures and initiatives relating to corporate, social and  environmental responsibilities, and health and safety rules and regulations.     • Reviewing and approving, with the assistance of the CNG Committee, any recommended changes to  the corporate governance policies and processes adopted by the Company.  The Audit Committee oversees the Company’s policies with respect to risk assessment and risk management,  the Company’s insurance coverage, as well as the Company’s major financial risk exposures and the steps  management has undertaken to control them.   





 






    OTHER INFORMATION AND APPROVAL OF MANAGEMENT INFORMATION CIRCULAR    MANAGEMENT INFORMATION  CIRCULAR 46  OTHER INFORMATION  Indebtedness of Directors and Senior Executives  As at May 31, 2020, none of our directors or executive officers, and none of their respective associates, is  indebted to us or any of our subsidiaries or another entity whose indebtedness is the subject of a guarantee,  support agreement, letter of credit or other similar agreement or understanding provided to us or any of our  subsidiaries.   Additional Information  The Company is a reporting issuer under the securities legislation of all provinces of Canada and is therefore  required to file financial statements and management information circulars with the various securities regulatory  authorities in such provinces. The Company also files an annual information form with such securities regulatory  authorities. Copies of the Company’s latest annual information form, latest audited financial statements, interim  financial statements and management’s discussion and analysis (“MD&A”) filed since the date of the latest  audited financial statements, and latest management information circular may be obtained on request from the  Corporate Secretary of the Company at dan.micak@lightspeedhq.com or at www.sedar.com, or on Lightspeed's  investor relations website at https://investors.lightspeedhq.com/English/home/default.aspx. Financial information  is provided in the Company’s comparative financial statements and MD&A for its most recently completed fiscal  year. The Company may require the payment of a reasonable charge when the request is made by a person  other than a holder of securities of the Company.  Shareholder Proposals for Next Annual Meeting of Shareholders  The Company will include proposals from shareholders that comply with applicable laws in next year’s  management proxy circular for its next annual shareholder meeting to be held in respect of the fiscal year ending  on March 31, 2021. Shareholder proposals must be received prior to the close of business on March 23, 2021  and be sent to the Company's Corporate Secretary by email at dan.micak@lightspeedhq.com.    APPROVAL OF MANAGEMENT INFORMATION CIRCULAR  The contents and the sending of this Circular have been approved by the Board of Directors.  Dated at Montréal, Québec, Canada, June 26, 2020.  





 






    SCHEDULE "A"    MANAGEMENT INFORMATION  CIRCULAR 47  SCHEDULE “A”  CHARTER OF THE BOARD OF DIRECTORS  CHARTER OF the BOARD OF DIRECTORS   I. GENERAL   1. Mandate and Purpose   The board of directors (the “Board”) of Lightspeed POS Inc. (the “Company”) is responsible for supervising the  management of the business and affairs of the Company. The Company’s officers and employees are responsible  for day-to-day management and conduct of business and the implementation of any strategic or business plans  approved by the Board. The Board shall guide management and oversee management’s execution of the  Company’s strategic and business plans.   Each director is responsible for:   (a) acting honestly and in good faith with a view to the Company’s best interests; and   (b) exercising the care, diligence and skill that a reasonably prudent person would exercise in comparable  circumstances.   2. Authority   (a) The Board has the authority to delegate to subcommittees, provided however that the Board shall not  delegate any power or authority required by any law, regulation, rule or listing standard to be exercised by the  Board as a whole.   (b) The Board has the authority, and the Company will provide it with proper funding to enable it, to:   (i) engage independent counsel and other advisors as it determines necessary or advisable to carry out its  duties and to set and pay the compensation for any such advisors; and   (ii) communicate directly with the external auditors and to obtain information it requires from employees,  officers, directors and external parties.   II. PROCEDURAL MATTERS   1. Composition   The number of directors shall be not less than three and not more than 15 and is to be fixed by the Board in  accordance with applicable laws, regulations, rules and listing standards upon the recommendation of the  Compensation, Nominating and Governance Committee. The size of the Board should be one that can function  effectively as a board.   The Board will be comprised of a majority of “independent” directors as such term is defined by applicable laws,  regulations, rules and listing standards. For a director to qualify as “independent”, the Board must affirmatively  determine that the director has no relationship with the Company that would interfere with the exercise of  independent judgment in carrying out the responsibilities of a director.   





 






    SCHEDULE "A"    MANAGEMENT INFORMATION  CIRCULAR 48  At least three directors shall be “financially literate” as such terms are defined by applicable laws, regulations,  rules and listing standards and at least one director will have accounting or related financial management  experience or expertise.   2. Board Chair   The Board shall appoint one member to act as its chair (the “Chair”), which Chair shall have the duties and  responsibilities set out in the Board Chair Position Description.   If at any point the Chair is not independent, the Board shall also appoint one member as a lead independent  director, which lead independent director shall have the duties and responsibilities set out in the Lead  Independent Director Position Description.   The Chair may be removed from the position at any time at the discretion of the Board. The incumbent Chair will  continue in office until a successor is appointed or he or she is removed by the Board or ceases to be a director  of the Company. If the Chair is absent from a meeting, the Board will, by majority vote, select another director to  preside at that meeting.   3. Board Committees   Subject to applicable laws, regulations, rules and listing standards, the Board shall determine the size,  composition and role of its committees (including the type of committees to be established) and the methods by  which the committees aid the Board in fulfilling its duties and responsibilities. All committees will operate pursuant  to a written charter which sets forth the duties and responsibilities of the committee. Committee charters will be  subject to periodic review and assessment by the relevant committee which shall recommend any proposed  changes to the Board.   The Board shall appoint the members of each committee of the Board promptly after each annual shareholders’  meeting upon the recommendation of the Compensation, Nominating and Governance Committee. Each  committee member shall be appointed and hold office in accordance with the charter of the committee to which  such member is appointed.   4. Meetings   The Chair is responsible for developing and setting the agenda for Board meetings and determining the time,  place and frequency (which shall be at least quarterly) of Board meetings.   Each director is responsible for attending and participating in Board meetings.   The Board and the Chair may invite any officer or employee of the Company or any advisors as it deems  appropriate from time to time to attend Board meetings (or any part thereof) and assist in the discussion and  consideration of matters relating to the Board. The Board will meet in camera at each meeting and the  independent directors shall decide, at each Board meeting, whether an in camera meeting without the non- independent directors and management present, as applicable, is appropriate at such meeting.   5. Board Performance and Charter Review   The Board will annually review and assess its performance, effectiveness and contribution, including an  evaluation of whether this Charter appropriately addresses the matters that are and should be within its scope.  





 






    SCHEDULE "A"    MANAGEMENT INFORMATION  CIRCULAR 49  The Board will conduct such review and assessment in such manner as it deems appropriate with the assistance  of the Compensation, Nominating and Governance Committee.   III. RESPONSIBILITIES   In addition to such responsibilities as may be required by applicable laws, regulations, rules or listing standards,  the responsibilities of the Board include:   1. Strategic Planning   (a) Reviewing and approving the short and long term strategic and business plans prepared by  management for the Company and evaluating management’s progress in carrying out these  strategic and business plans.   (b) Reviewing and, where appropriate, approving the Company’s financial objectives, plans and  actions, including significant capital allocations and expenditures.   (c) Reviewing and approving material transactions not in the ordinary course of business.   2. Chief Executive Officer and other Executive Officers   (a) Appointing the Chief Executive Officer (“CEO”) and developing and maintaining a written position  description for the role of CEO.   (b) Developing corporate goals and objectives that the CEO is responsible for meeting, considering  the Compensation, Nominating and Governance Committee’s evaluation of the CEO’s performance  against such corporate goals and objectives and determining, on the basis of the Compensation,  Nominating and Governance Committee’s recommendation, the CEO’s annual compensation.   (c) Reviewing the Compensation, Nominating and Governance Committee’s recommendations  concerning the goals and objectives of the Company’s executive compensation plans and, where  appropriate, amending existing plans or adopting new ones.   (d) Reviewing and, where appropriate, accepting the Compensation, Nominating and Governance  Committee’s recommendations with respect to compensation of executive officers.   (e) Taking steps to satisfy itself as to the integrity of the CEO and other executive officers and that the  CEO and other executive officers foster a culture of integrity throughout the Company.   (f) Reviewing, at least annually, with the assistance of the Compensation, Nominating and Governance  Committee, appointment and succession plans for the CEO and management of the Company.   3. Reporting and Public Disclosure, Auditing and Internal Controls   (a) Approving, after they have been recommended for approval by the Audit Committee, the  Company’s annual and interim financial statements, MD&A, prospectus-type documents, earnings  press releases (including financial outlook, future-oriented financial information and other forward- looking information) and other disclosure material filed with any securities commission before the  Company publicly discloses this information.   





 






    SCHEDULE "A"    MANAGEMENT INFORMATION  CIRCULAR 50  (b) Approving, based on the recommendation of the Audit Committee, the external auditor to be  nominated for the purpose of preparing or issuing an auditor’s report or performing other audit,  review or attest services for the Company and the compensation of the external auditor.   (c) Adopting a communication policy for the Company and overseeing communications with  shareholders, other stakeholders, analysts and the public, including the adoption of measures for  receiving feedback from stakeholders.   (d) Reviewing and monitoring, with the assistance of the Audit Committee,   (i) the quality and integrity of the Company’s financial statements and related information;   (ii) the qualifications, independence, appointment and performance of the external auditor;   (iii) the accounting and financial reporting policies, practices and procedures of the Company and  its subsidiaries and affiliates; and   (iv) adequacy and effectiveness of the Company’s system of internal controls over financial  reporting, including any significant deficiencies and significant changes in internal controls,  and its disclosure controls and procedures, in the latter case with a view to ensuring all public  disclosures are timely, factual, accurate and broadly disseminated in accordance with  applicable laws, regulations, rules and listing standards.   4. Compliance and Risk Management   (a) Building a culture of honesty and accountability throughout the Company by reviewing on an annual basis  the recommendations of the Compensation, Nominating and Governance Committee regarding changes  to the Code of Business Conduct and Ethics and any waivers or violations thereof.   (b) Overseeing legal and regulatory compliance and the effectiveness of the Company’s compliance and  enterprise risk management practices, including reviewing reports provided at least annually by  management on the risks inherent in the Company’s business (including crisis preparedness, information  system controls, business continuity, cybersecurity and disaster recovery).   (c) Identifying the principal risks of the Company’s business, and ensuring the implementation of appropriate  systems to manage these risks.   (d) Monitoring the implementation of procedures and initiatives relating to corporate, social and environmental  responsibilities, and health and safety rules and regulations.   (e) Reviewing and approving, with the assistance of the Compensation, Nominating and Governance  Committee, any recommended changes to the corporate governance policies and processes adopted by  the Company.   5. Board Composition and Administration   (a) Overseeing the recruitment and selection, having regard to evaluation criteria recommended by the  Compensation, Nominating and Governance Committee, of new directors and retention of existing directors.   





 






    SCHEDULE "A"    MANAGEMENT INFORMATION  CIRCULAR 51  (b) Considering the recommendations of the Compensation, Nominating and Governance Committee as to  the adequacy, amount and form of director compensation in light of retention objectives and director’s time  commitments, responsibilities and risks faced.   (c) Determining, with the assistance of the Compensation, Nominating and Governance Committee, those  individuals proposed to be director nominees for each annual meeting of shareholders, taking into consideration  past performance and the competencies and skills it considers necessary for effective board operation, as well  as diversity of candidates, particularly with respect to the representation of women on the Board.   (d) Receiving and reviewing the Compensation, Nominating and Governance Committee’s annual review  and assessment of the performance, effectiveness and contributions of the Board, committees thereof and the  directors themselves.   (e) Considering the recommendations of the Compensation, Nominating and Governance Committee  regarding new director onboarding and continuing education of existing directors.   6. Advice and Counsel to Management   (a) Providing advice and counsel to management, both in formal Board and committee meetings and  through informal, individual director contacts with the CEO and other members of management.   7. Limitation on Duties of the Board   The Board shall discharge its responsibilities and shall assess the information provided by the Company’s  management and any external advisors, including the external auditor, in accordance with its business judgment.  Directors are entitled to rely, absent knowledge to the contrary, on the integrity of the persons from whom they  receive information and the accuracy and completeness of the information provided.   Nothing in this Charter is intended or may be construed as to impose on any director a standard of care or  diligence that is in any way more onerous or extensive than the standard to which the directors are subject under  applicable law. This Charter is not intended to change or interpret the Company’s amended articles of  incorporation or by-laws or any law, regulation, rule or listing standard to which the Company is subject, and this  Charter should be interpreted in a manner consistent with all such applicable laws, regulations, rules and listing  standards. The Board may, from time to time, permit departures from the terms hereof, either prospectively or  retrospectively, and no provision contained herein is intended to give rise to civil liability to Company  securityholders or other liability whatsoever.   ******** 





 






    SCHEDULE "B"    MANAGEMENT INFORMATION  CIRCULAR 52    SCHEDULE “B”  RESOLUTION IN RESPECT OF AMENDMENTS TO AMENDED  AND RESTATED OMNIBUS INCENTIVE PLAN    WHEREAS the Company wishes to amend the Amended and Restated Omnibus Incentive Plan of the Company  dated November 18, 2019 (the “Plan”) to convert the Plan from a “fixed plan” to a “rolling plan”, as more fully  described in the management information circular of the Company dated June 26, 2020;  WHEREAS the proposed amendments to the Plan require the approval of shareholders of the Company, as set  forth in Section 613(a) of the TSX Company Manual; and  WHEREAS the proposed amendments to the Plan have been approved by the board of directors of the Company  on June 25, 2020;   BE IT RESOLVED THAT:  1. The conversion of the Plan from a “fixed plan” to a “rolling plan” (the "Amended Plan") be and is hereby  approved, so that (i) the maximum number of subordinate voting shares of the Company which may be  reserved and set aside for issuance, including for payments in respect of awards (as applicable), under  the Amended Plan, the Amended and Restated 2012 Stock Option Plan dated March 15, 2019 and the  Amended and Restated 2016 Stock Option Plan dated March 15, 2019, be changed from 10,185,862  subordinate voting shares of the Company to a maximum aggregate number of subordinate voting  shares equal to 15% of all subordinate voting shares and multiple voting shares of the Company issued  from time to time, on a non-diluted basis;    2. The Company has the ability to continue granting options and awards, as applicable, under the Amended  Plan until the date that is the third anniversary of the date of approval of this resolution, being August 6,  2023;    3. Any director or officer of the Company be and is hereby authorized to make any and all additions,  deletions and modifications to the Amended Plan as may be necessary or advisable to give effect to this  resolution or as may be required by applicable regulatory authorities;    4. Any director or officer of the Company be and is hereby authorized to do such things and to sign, execute  and deliver all documents that such person may, in his or her discretion, determine to be necessary in  order to give full effect to the intent and purpose of this resolution; and    5. The board of directors of the Company be and is hereby authorized to abandon all or any part of this  resolution at any time prior to giving effect thereto.