BlackBerry : Mandate of the Board of Directors (BlackBerry Board Mandate)

About this update from Blackberry Limited

‌MANDATE OF THE BOARD OF DIRECTORS OF BLACKBERRY LIMITED The Board of Directors (the " Board ") of BlackBerry Limited (the " Corporation ") is responsible for supervising the management of the Corporation's business and affairs. The Board makes major policy decisions, delegates to management the authority and responsibility for the day-to-day affairs of the Corporation and reviews management's performance and effectiveness on an ongoing basis. From time to time, the Board may delegate certain duties and responsibilities to committees comprised of its member directors (" Directors "). The Board has formed three standing committees, an Audit and Risk Management Committee, a Compensation Committee and a Nomination and Governance Committee, to perform certain delegated duties and responsibilities in accordance with their respective charters. From time to time, the Board may also establish special committees to review and make recommendations on specific matters. Any delegation to a standing or special committee does not relieve the Board of its overall responsibilities. The Board may engage the services of independent advisors to assist the Board in fulfilling its duties and responsibilities. Committees of the Board also may engage the services of independent advisors in accordance with their respective charters. Meetings of the Board will be held at least quarterly and as otherwise required. ‌RESPONSIBILITIES OF THE BOARD In its supervision and management of the Corporation's business and affairs, the Board has the following responsibilities: promoting a culture of integrity throughout the organization; overseeing and approving the Corporation's strategic initiatives and the implementation of such initiatives; overseeing the risk identification, assessment, management, monitoring and reporting activities of management to ensure the effective implementation of the Corporation's risk management framework, including without limitation with respect to cybersecurity and the use of artificial intelligence technologies; overseeing the Corporation's compliance activities, including in the areas of legal/regulatory compliance and corporate policies within the purview of the Board; reviewing the Corporation's organizational structure and succession planning; at any time that the Board Chair is an officer or employee of the Corporation, monitoring the executive performance of the Board Chair and approving his or her compensation; monitoring the Chief Executive Officer's performance (including his or her monitoring of other executive management), approving his or her compensation and reviewing the Corporation's overall compensation policy for executive managers; adopting and monitoring a disclosure policy for the Corporation; monitoring the integrity of internal control and management information systems; and developing the Corporation's approach to corporate governance. ‌BOARD CHAIR AND RESPONSIBILITIES ‌The Directors will elect one of the Directors to be the Board Chair. The Chair will facilitate the effective functioning of the Board and will provide leadership to the Board. The responsibilities of the Chair will include, among other things, the following: ‌Assume primary responsibility for the effective operation of the Board;‌ ‌Act as liaison between the Board and the Chief Executive Officer and facilitate the proper flow of information to the Board from management; ‌In consultation with the Chief Executive Officer, take appropriate steps to foster an effective relationship between executive management personnel and the Board; ‌Lead the Board in monitoring and influencing strategic management; ‌Ensure that the responsibilities of the Board are well understood by both the Board and management; Together with the other members of the Board, develop and maintain appropriate processes for the ‌evaluation of the Chief Executive Officer and other executive management; ‌Lead and oversee compliance with the governance policies of the Board; Together with the other members of the Board, develop and maintain procedures to regularly assess the effectiveness of the Board, its committees and individual Directors; ‌Consult with the Board, the Lead Director (if any), the Chief Executive Officer and the Corporate Secretary to set Board agendas that are based on the responsibilities of the Board and reflect current priorities and require that materials and any information sent to the Board are appropriate and timely;‌ ‌Convene and chair meetings of the Board in a manner that facilitates debate and encourages Director participation; Attend committee meetings as appropriate; ‌Communicate with Directors between meetings as appropriate;‌ ‌Be available for consultation and direct communication with shareholders and other stakeholders, as considered appropriate; ‌Chair annual and special meetings of the shareholders of the Corporation; and Perform such other duties and responsibilities as may be determined by the Board from time to time. ‌In the event of a temporary absence of the Chair, the Lead Director or, in the absence of a Lead Director, another Director chosen by the Directors will perform the responsibilities of the Chair. ‌LEAD DIRECTOR AND RESPONSIBILITIES ‌At any time that the Corporation has a Chair who is not "independent" within the meaning of applicable securities laws and stock exchange rules, the independent Directors will elect one of the independent Directors to be the Lead Director with the intent that the Lead Director will provide independent leadership to the Board. The responsibilities of the Lead Director will include, among other things, the following: ‌Assume primary responsibility for the independence of the Board from management, and ensure that the boundaries between the Board and management are clearly understood and respected;‌ ‌Convene and chair sessions of the Board, including at each quarterly scheduled meeting, consisting exclusively of independent directors in a manner that facilitates debate and encourages Director participation, and consult with the Chair on any matters arising out of such sessions; ‌Communicate with independent Directors and the Chief Executive Officer between meetings as appropriate, including with respect to Board agendas; ‌In consultation with the Nomination and Governance Committee and the independent Directors, develop and review the Chair's position description and the position description of the Chief Executive Officer and lead the Board's review and discussion of their performance; and Ensure that the Board has sufficient resources to conduct its business independently in accordance with the principles set out in this Mandate and applicable law. ‌In the event of a temporary absence of the Lead Director, one of the other independent Directors, as determined by a majority of the independent Directors, will perform the responsibilities of the Lead Director. ‌INDIVIDUAL MEMBER RESPONSIBILITIES ‌In order to facilitate the Board fulfilling its role, each Director of the Board will: ‌Time and Attention: Attend, to the best of their ability, all Board and committee meetings, review materials in advance of those meetings and take an active part in Board discussions. ‌ ‌Best Practices : Strive to perform his or her duties in keeping with current and emerging corporate governance practices for directors of publicly traded corporations and the policies of the Corporation. Continuing Education : Seek to participate in at least one director education program every twenty-four ‌(24) months to remain current in, or expand upon, areas relevant to the duties of a Director. The frequency of Director education should be reviewed from time to time to address changing standards in good corporate governance relating to continuing director education. Change of Employment Notification: Promptly notify the Board of any change in the Director's employer or employment status to ensure that the impact on the Board, if any, and its ability to fulfill its role, can be ‌evaluated by the Board. ‌Limit on Board Service: Without the prior consideration and approval of the Board, refrain from serving concurrently on more than five public company boards of directors or, in the case of any Director who is an executive officer of a public company, more than two public company boards of directors other than the board of the public company of which the Director is an executive officer. Conflicts of Interest: Advise the Board of any conflicts, or potential conflicts, of interest in accordance with the Corporation's Code of Business Standards and Principles. ‌CONTACTING THE BOARD Members of the Board can be contacted through the Corporate Secretary of the Corporation who may be contacted through the Corporation's head office at: 2200 University Avenue East Waterloo, Ontario Canada N2K 0A7 Tel: (519) 888-7465 ‌ANNUAL REVIEW OF BOARD MANDATE This Mandate of the Board will be reviewed annually and updated as the Board deems appropriate.

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