Lightspeed Commerce : Financial Reporting Document

Notice of Annual Shareholders Meeting and Management Information Circular

June 28, 2024

NOTICE OF ANNUAL MEETING OF

SHAREHOLDERS

To the shareholders of Lightspeed Commerce Inc. (the "Company"):

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the "Meeting") of the Company will be held virtually via live audio webcast at https://web.lumiagm.com/413778557, password "lightspeed2024" (case sensitive), on August 1, 2024 at 11:00 a.m. (ET), for the purposes of:

1. receiving the consolidated financial statements of the Company for the fiscal year ended March 31, 2024, together with the auditors' report thereon;
2. electing 7 directors for the ensuing year;
3. appointing auditors for the ensuing year;
4. considering an advisory, non-binding resolution on the Company's approach to executive compensation; and
5. 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 3, 2024 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.

Since the Meeting will be held online via live audio webcast, shareholders will have an equal opportunity to attend and participate at the Meeting, regardless of their geographic location. A shareholder or its duly appointed proxyholder may attend the Meeting, ask questions and vote, all in real time. Details on how shareholders may participate in the proceedings can be found in the virtual meeting guide on the Company's website at https://investors.lightspeedhq.com/English/events-and-presentations/upcoming-events/. If you are unable to attend the Meeting virtually, 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 July 30, 2024 at 11:00 a.m. (ET) (or, if the Meeting is adjourned or postponed, forty-eight (48) hours (Saturdays, Sundays and holidays excepted) before the time at which the Meeting is reconvened). Your shares will be voted in accordance with your instructions as indicated on the proxy. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline. The time limit for the deposit of proxies may also be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

The Company is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the management information circular (the "Circular") and its annual consolidated financial statements for the fiscal year ended March 31, 2024 (the "Proxy Materials"), to both its registered and non-registered shareholders. Under the notice-and-access procedures, instead of shareholders receiving paper copies of the Proxy Materials, shareholders receive a copy of a Notice of Availability of Proxy Materials (the "Notice of Availability") (which provides information on how to access copies of the Proxy Materials, how to request a paper copy of the Proxy Materials and details about the Meeting), and a form of proxy or voting instruction form, as applicable. All shareholders are reminded to access and review all of the important information contained in the Circular before voting.

The Proxy Materials are being posted online for shareholders to access at https://www.meetingdocuments.com/ TSXT/LSPD/, https://investors.lightspeedhq.comand under the Company's profiles on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. Shareholders may request a paper copy of the Proxy Materials by mail, free of charge, at any time before the Meeting on the web at https://www.meetingdocuments.com/TSXT/ LSPD/, by contacting TSX Trust Company, the Company' transfer agent, at 1-888-433-6443 (toll free in Canada and the United States) or 416-682-3801 (other countries), or by email at [e-mail].

Please allow a period of three (3) business days for processing your request as well as usual mailing times. To receive the Proxy Materials in advance of the proxy voting deadline and the Meeting, requests for paper copies must be received by no later than 5:00 p.m. (ET) on July 17, 2024. If a shareholder requests a paper copy of the Proxy Materials, another form of proxy or voting instruction form will not be sent, such that shareholders should retain the one received with the Notice of Availability for voting purposes.

After the Meeting, requests for paper copies of the Proxy Materials may be made by calling the same numbers or sending an email to the same email indicated above, and the Proxy Materials will then be sent within ten (10) calendar days of such request.

Non-registered (beneficial) shareholders who receive these materials through their broker or other intermediary should complete and send the form of proxy or voting instruction form, as applicable, in accordance with the instructions provided by their broker or intermediary. Beneficial shareholders may refer to the section entitled "VOTING AND PROXIES" in the Circular for additional information including how to appoint themselves as proxyholder, attend the Meeting online and vote their shares at the Meeting.

If you have any questions about or require assistance in completing your form of proxy, or about the information contained in the accompanying Circular, please contact the Company's Corporate Secretary by email at [e-mail].

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 Commerce Inc. ou écrire à [e-mail].

Dated at Montréal, Québec, Canada, June 28, 2024.

By order of the Board of Directors,

Dax Dasilva

Director, Founder and Chief Executive

Officer

MANAGEMENT INFORMATION CIRCULAR

Except as otherwise indicated, the information contained herein is given as of June 26, 2024. All references in this management information 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
NOTICE TO UNITED STATES SHAREHOLDERS	4
VOTING AND PROXIES	5
BUSINESS OF THE MEETING	12
ANNUAL CONSOLIDATED FINANCIAL STATEMENTS	12
ELECTION OF DIRECTORS	12
APPOINTMENT OF AUDITORS	21
ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION	22
OTHER BUSINESS	22
COMPENSATION OF DIRECTORS	23
EXECUTIVE COMPENSATION	31
Introduction	31
Overview	31
Compensation Discussion and Analysis	34
Compensation Philosophy and Objectives	34
Fiscal 2024 Company Performance Highlights	34
Compensation Governance	34
Compensation-SettingProcess	38
Principal Elements of Compensation	40
CEO Performance-BasedCompensation	46
CEO Share Ownership Guidelines	48
Equity Incentive Plans	49
Amended and Restated Omnibus Incentive Plan	49
Legacy Option Plan	54
ShopKeep Plan	55
Securities Authorized for Issuance Under Equity Compensation Plans	58
Named Executive Officers' Compensation	59
Summary Compensation Table	59
Employment Agreements, Termination and Change of Control Benefits	62
Outstanding Option-BasedAwards and Share-BasedAwards	65
Incentive Plan Awards - Value Vested or Earned During the Year	67
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	68
Nomination of Directors	68
Advance Notice Policy	68
Independence of Directors	69
Director Term Limits and Other Mechanisms of Board Renewal	70
Board Mandate	70
Committees of the Board	71
Code of Ethics	75
Diversity	76

Directors' and Officers' Liability Insurance	78
Director Orientation and Continuing Education	78
Risk Management	79
Shareholder Engagement	80
OTHER INFORMATION	81
Indebtedness of Directors and Senior Executives	81
Additional Information	81
Shareholder Proposals for Next Annual Meeting of Shareholders	81
APPROVAL OF MANAGEMENT INFORMATION CIRCULAR	81
SCHEDULE "A" - CHARTER OF THE BOARD OF DIRECTORS	82

INVITATION TO SHAREHOLDERS

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 via live audio webcast this year on August 1, 2024 at 11:00 a.m. (ET) (the "Meeting").

To join the Meeting, please login at https://web.lumiagm.com/413778557using the password "lightspeed2024" (case sensitive).

The Company's subordinate voting shares are listed on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") under the symbol "LSPD". As at June 26, 2024, there were 151,483,878 subordinate 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 virtually, you will have the opportunity to interact with and to ask questions to members of the Board of Directors and management in real time.

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,

Dax Dasilva	Patrick Pichette
Director, Founder and Chief Executive Officer	Interim Chair of the Board

MANAGEMENT INFORMATION CIRCULAR 1

SUMMARY

The following summary highlights some of the important information you will find in this management information circular (this "Circular") of Lightspeed Commerce Inc. (the "Company", "Lightspeed", "we" or "us").

Shareholder Voting Matters

VOTING MATTER

Election of 7 directors

Appointment of PricewaterhouseCoopers LLP as auditors Advisory vote on executive compensation

BOARD VOTE

RECOMMENDATION FOR each nominee

FOR

FOR

INFORMATION

pages 12 to 20

page 21 page 22

Our Director Nominees

Our director nominees, each of whom have a variety of areas of deep expertise and each of whom attended, during the fiscal year ended March 31, 2024 ("Fiscal 2024"), 100% of the board of directors meetings and of the meetings of committees of which they were a member at the time the meeting was held, are listed below:

NAME & REGION

AGE

DIRECTOR

SINCE

POSITION

BOARD &

COMMITTEE

ATTENDANCE IN FISCAL 2024

FISCAL 2023 VOTES FOR

OTHER PUBLIC BOARDS

AREAS OF EXPERTISE

(Top 4)

Patrick Pichette
London, United							Executive Leadership
Kingdom			Interim Chair of the		96.51%		Accounting/Finance
(Interim Chair of the	61	2018	Board and Corporate	100%	0	Governance/Risk
94,952,523
Board)			Director			Management
							Strategy/M&A
Independent
Dax Dasilva			Chief Executive				Executive Leadership
Québec, Canada
			98.61%		Innovation/Technology
48	2005	Officer and Corporate	100%	0
(Chief Executive	97,021,779	Strategy/M&A
		Director
Officer)						Sustainability
Paul McFeeters							Executive Leadership
Ontario, Canada					99.70%		Accounting/Finance
	69	2018	Corporate Director	100%	0	Governance/Risk
Independent	98,093,186
					Management
							Strategy/M&A
Rob Williams							Executive Leadership
Washington, United
				99.71%		Retail/Hospitality Sales
States	56	2018	Corporate Director	100%	0
	98,099,232	Accounting/Finance
Independent							Innovation/Technology
Dale Murray							Executive Leadership
Cobham, United					91.82%		Governance / Risk
Kingdom	54	2022	Corporate Director	100%	3	Management
90,348,235
						Innovation / Technology
Independent
						Strategy/M&A

MANAGEMENT INFORMATION CIRCULAR 2

Nathalie Gaveau							Executive Leadership
London, United					98.31%		Governance / Risk
Kingdom	48	2022	Corporate Director	100%	1	Management
96,726,458
						Innovation / Technology
Independent
						Strategy/M&A
Manon Brouillette							Executive Leadership
Québec, Canada	56	2023	Corporate Director	100%	N/A	0	Governance / Risk
	Management
Independent							Strategy/M&A
							Sustainability

MANAGEMENT INFORMATION CIRCULAR 3

NOTICE TO UNITED STATES SHAREHOLDERS

Lightspeed is a corporation organized under the laws of Canada and is a foreign private issuer within the meaning of Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). The solicitation of proxies for the Meeting is not subject to the proxy requirements of Section 14(a) of the U.S. Exchange Act, and Regulation 14A thereunder, by virtue of an exemption available to proxy solicitations by foreign private issuers. Accordingly, the solicitation contemplated herein is being made to United States shareholders only in accordance with Canadian corporate and securities laws and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. United States shareholders should be aware that such requirements are different from those of the United States applicable to proxy statements under the U.S. Exchange Act. Specifically, information contained or incorporated by reference herein has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards.

Financial statements of the Company included or incorporated herein, if any, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), and may be subject to foreign auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

The enforcement by shareholders of civil liabilities under the United States federal and state securities laws may be affected adversely by the fact that the Company is incorporated or organized outside the United States, that some or all of its officers and directors and the experts named herein are residents of a country other than the United States, and that all or a substantial portion of the assets of the Company and such persons are located outside the United States. As a result, it may be difficult or impossible for the United States shareholders to effect service of process within the United States upon the Company, its officers and directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or any state securities laws. In addition, the United States shareholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or any state securities laws, or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or any state securities laws.

MANAGEMENT INFORMATION CIRCULAR 4

VOTING AND PROXIES

VOTING AND PROXIES

How to Vote

The voting process is described below and differs depending on whether a shareholder is a registered shareholder or non-registered (beneficial) shareholder:

• You are a registered shareholder if your subordinate voting shares are registered directly in your name with the Company's transfer agent, TSX Trust Company ("TSX Trust"). Your package includes a proxy form.
• You are a non-registered (beneficial) shareholder if you hold shares through an intermediary or nominee like a bank, trust company, securities broker, clearing agency or other institution. In such cases, your shares are registered in the name of the intermediary or nominee, and you are the beneficial owner and have the right to instruct them how to vote your shares. Your package includes a proxy form signed by your intermediary or a voting instruction form.

Attending and Voting at the Meeting

The Meeting will be held online via live audio webcast, such that shareholders will have an equal opportunity to attend and participate at the Meeting, regardless of their geographic location. Registered shareholders and duly appointed proxyholders will be able to attend the Meeting virtually, ask questions and vote, all in real time, provided they are connected to the internet and follow the instructions below. Details on how shareholders may participate in the proceedings can also be found in the virtual meeting guide on the Company's website at https://

investors.lightspeedhq.com/English/events-and-presentations/upcoming-events/. Non-registeredshareholders who

have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as guests but will not be able to ask questions or 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, TSX Trust, after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with TSX Trust will result in the proxyholder not receiving a proxyholder 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 ask questions or vote.

Shareholders are encouraged to vote in advance of the Meeting. Even if you currently plan to participate in the live audio webcast for the Meeting, you are encouraged to consider voting in advance, so that your vote will be counted if you later decide not or are unable to attend the Meeting for any reason.

To vote by online ballot through the live webcast platform, follow the below instructions:

1. Log in athttps://web.lumiagm.com/413778557on your browser at least 15 minutes before the Meeting starts
2. Click on "Control # / No de contrôle"
3. Enter your control number
4. Enter the password: "lightspeed2024" (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 to revoke a previously submitted proxy, you should not vote during the Meeting.

Proxyholders who have been duly appointed and registered with TSX Trust as described in the section titled "Appointment of Proxy" will receive a proxyholder control number by email from TSX Trust after the proxy voting deadline has passed.

MANAGEMENT INFORMATION CIRCULAR 5