MANAGEMENT INFORMATION CIRCULAR

Anaergia

ANAERGIA INC.
TSX: ANRG

ANNUAL GENERAL MEETING
OF THE SHAREHOLDERS

TO BE HELD ON
June 17, 2025

May 16, 2025

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF PROXY MATERIALS 1

MANAGEMENT INFORMATION CIRCULAR 3

IMPORTANT INFORMATION ABOUT THE MEETING 4

BUSINESS TO BE TRANSACTED AT THE MEETING 5

Receiving the Annual Financial Statements 5
Election of Directors 5
Appointment of the Auditors 5
Considering Other Business 5

VOTING INFORMATION 6

Who Can Vote 6
Voting by Proxy in Advance of the Meeting 7
How Your Shares Will be Voted 7
Participating and Voting at the Meeting 7
Appointing a Third-Party Proxyholder to Participate and Vote at the Meeting 9
Changing Your Vote or Revoking Your Proxy 10

ABOUT ANAERGIA 10

ELECTION OF DIRECTORS 11

General 11
Advance Notice Provisions 12
Individual and Majority Voting Policy 13
Director Nominee Biographies 14
Board and Committee Attendance 20
Corporate Cease Trade Orders, Bankruptcies, Penalties and Sanctions 21

APPOINTMENT OF THE AUDITORS 22

OUR APPROACH TO CORPORATE GOVERNANCE 22

General 22
The Role of the Board 22
Corporate Governance Policies and Practices 23
Composition of the Board and Board Committees 23
Director Independence 23
Meetings of Independent Directors and Conflicts of Interest 24
Committees of the Board 24
Director Term Limits and Other Mechanisms of Board Renewal 27
Orientation and Continuing Education 27
Ethical Business Conduct 27
Diversity 28
Disclosure Policy 29

EXECUTIVE COMPENSATION 29

Introduction 29
Named Executive Officers for Fiscal 2024 29
Compensation Discussion and Analysis 30
Risk and Executive Compensation 31
Governance Policies 31
Components of Compensation 32
Summary Compensation Table 39
Employment Agreements, Termination and Change of Control Benefits 42

ii -

Outstanding Share-Based Awards and Option-Based Awards...48
Incentive Plan Awards – Value Vested or Earned During the Year...49

DIRECTOR COMPENSATION...49
Director Fees...49
Director Share Ownership Guidelines...50
Director Compensation Table...50
Outstanding Share-Based Awards and Option-Based Awards...51
Incentive Plan Awards – Value Vested or Earned During the Year(1)...52

OTHER INFORMATION...52
Indebtedness of Directors and Executive Officers...52
Interests of Certain Persons or Companies in Matters to be Acted Upon...52
Interests of Informed Persons in Material Transactions...52
Shareholder Proposals...53
Additional Information...53
Contacting the Board of Directors...53
Board Approval...53

APPENDIX A MANDATE OF THE BOARD OF DIRECTORS...A1

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF PROXY MATERIALS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of the holders (“Shareholders”) of the common shares (the “Shares”) of Anaergia Inc. (“Anaergia” or the “Company”) will be held on Tuesday, June 17, 2025, at 11:00 a.m. (Eastern time) in a virtual meeting format only, by way of live audio webcast at www.virtualshareholdermeeting.com/ANRG2025.

Meeting Business

The Meeting will be held for the following purposes:

to receive the annual consolidated financial statements of Anaergia for the fiscal year ended December 31, 2024 and the auditors’ report thereon;
to elect members of the board of directors of Anaergia (see “Business to be Transacted at the Meeting – Election of Directors”);
to appoint Anaergia’s auditors for the ensuing year and to authorize the directors to fix the auditors’ renumeration as such (see “Business to be Transacted at the Meeting – Appointment of the Auditors”), and
to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Record Date

You have the right to receive notice of and vote at the Meeting as set out in the accompanying management information circular (the “Circular”) if you are a Shareholder as of the close of business on April 28, 2025.

Meeting Format

Shareholders will be able to attend the Meeting by logging on to www.virtualshareholdermeeting.com/ANRG2025 and following the instructions set forth in the Circular. Shareholders may submit questions and vote their Shares while the Meeting is being held. You should allow ample time to join the Meeting to check compatibility and complete the related procedures. See “Voting Information – Participating and Voting at the Meeting” in the accompanying Circular for detailed instructions on how to attend and vote at the Meeting.

In order to determine how to vote at the Meeting, you should first determine whether you are: (i) a beneficial holder of Shares; or (ii) a registered holder of Shares.

You are a beneficial Shareholder (also known as a non-registered Shareholder) if you own Shares indirectly and your Shares are registered in the name of a bank, trust company, broker or other intermediary. For example, you are a beneficial Shareholder if your Shares are held in a brokerage account of any kind.
You are a registered Shareholder if you hold a paper share certificate or certificates, or a direct registration system (“DRS”) advice, and your name appears directly on the share certificate(s), or DRS advice.

Voting

Registered and beneficial Shareholders entitled to vote at the Meeting may vote by proxy in advance of the Meeting. However, only registered Shareholders and duly appointed proxyholders (including beneficial Shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Meeting during the live audio webcast.

Beneficial Shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and submit questions; however, they will not be able to vote. Guests will be able to attend the Meeting; however, they will not be able to submit questions, vote their Shares (if any) or otherwise participate in the Meeting. Please note that Shareholders and duly appointed proxyholders will need the 16-digit control number indicated on the form of proxy or voting instruction form accompanying this Notice of Meeting or the 8-character Appointee Identification Number, as applicable, in order to log on to the Meeting as "Shareholder" or "Proxyholder/Appointee". Otherwise, they will have to log on as "Guests". Please refer to the Circular for additional details on how to log on to the Meeting.

Regardless of whether or not Shareholders are able to attend the Meeting (or any adjournment thereof) via the live audio webcast, Shareholders are strongly encouraged to complete, date, sign and return the accompanying form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form and in the accompanying Circular, or alternatively to vote over the Internet or by telephone, at their discretion, in accordance with the instructions provided on such form and in the accompanying Circular. To be used at the Meeting, proxies must be received by 11:00 a.m. (Eastern time) on June 13, 2025, being two (2) business days prior to the Meeting, or any adjournment thereof.

If you have any questions regarding this Notice of Meeting, please contact Broadridge Investor Communications Corporation at 1-844-916-0609 for English and 1-844-973-0593 for French (Canada and U.S.) or 303-562-9305 for English and 303-562-9306 for French (international).

SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR BEFORE VOTING.

By Order of the Board of Directors,

(signed)/s/ Ohad Epschtein

Ohad Epschtein
Executive Chairman of the Board

MANAGEMENT INFORMATION CIRCULAR

All information in this management information circular (the "Circular") is as of April 28, 2025, unless otherwise indicated.

In this Circular, "we", "us", "our", "Anaergia", and "the Company" refer to Anaergia Inc. and its subsidiary entities, on a consolidated basis. "You" and "your" refer to holders of Common shares (the "Common Shares", the "Shares") of Anaergia ("Shareholders"). Unless otherwise indicated, all references to "$" or "dollars" in this Circular refer to Canadian dollars.

This Circular is provided in connection with our annual general of Shareholders to be held on Monday, June 17, 2025 (the "Meeting"). Your proxy is being solicited by management of Anaergia for the items described in the Notice of Meeting on the previous page. We pay for all costs associated with soliciting your proxy. We usually make our request by mail, but we may also solicit your proxy by telephone by our directors, officers and employees who will not be renumerated therefor.

Please read this Circular as it gives you information that you will need to know in order to cast your vote. We also encourage you to read the consolidated financial statements for the year ended December 31, 2024 ("Fiscal 2024") and the related management's discussion and analysis. A copy of the management's discussion and analysis and annual consolidated financial statements will be sent to all registered and beneficial Shareholders who have requested that these materials be sent to them. These documents are also available on the System for Electronic Data Analysis and Retrieval + ("SEDAR+") at www.sedarplus.ca and the Company's website at investors.anaergia.com.

NOTICE-AND-ACCESS

The Company is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular, the management's discussion and analysis, the consolidated financial statements of the Company and the auditor's report for Fiscal 2024, and other related materials of the Meeting (the "Proxy Materials") to Shareholders. Under the notice-and-access procedures, instead of receiving paper copies of the Proxy Materials, Shareholders receive the Notice of Meeting (which provides information on how to access 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. Adopting the notice-and-access procedures allows for faster access to the Proxy Materials and contributes to the protection of the environment by reducing the amount of paper sent to Shareholders. The Company is sending proxy-related materials indirectly to non-objecting beneficial owners under NI 54-101.

The Proxy Materials will be available online at investors.anaergia.com/governance/annual-shareholder-meeting/ and on SEDAR under the Company's profile at www.sedarplus.ca.

Shareholders may request a paper copy of the Proxy Materials by mail, free of charge, by calling Broadridge toll free at 1-877-907-7643 (Canada and U.S.) or 303-562-9305 (international) before or after the Meeting date. Shareholders will be asked to enter the 16-digit control number indicated on the form of proxy or voting instruction form, as applicable, they received to request a paper copy of the Proxy Materials.

To receive the Proxy Materials in advance of the voting deadline and Meeting date, requests for paper copies must be received by no later than 5:00 p.m. (Eastern time) on June 3, 2025. If you do request a paper copy of the Proxy Materials, please note that another form of proxy or voting instruction form, as applicable, will not be sent; please retain the one received with the Notice of Meeting for voting purposes.

If you have any questions regarding the Notice of Meeting, the Notice-And-Access procedures or the Meeting, please contact Broadridge at 1-844-916-0609 for English and 1-844-973-0593 for French (Canada and U.S.) or 303-562-9305 for English and 303-562-9306 for French (international).

IMPORTANT INFORMATION ABOUT THE MEETING

The Meeting will be conducted online only, via live audio webcast. Shareholders will not be able to attend the Meeting in person. You will be able to attend, participate and vote at the Meeting online via the live audio webcast by following the instructions set forth in this Circular. The Chair of the board of directors (the “Board”) and certain senior executive officers will participate in the Meeting and will be available for questions.

Attending the Online Meeting

Registered Shareholders (“Registered Shareholders”), non-registered or beneficial Shareholders (“Beneficial Shareholders”), duly appointed proxyholders and guests will be able to attend the Meeting through the live audio webcast at www.virtualshareholdermeeting.com/ANRG2025.

The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plugins. If you have any doubt, you can check your system’s compatibility by visiting www.virtualshareholdermeeting.com/ANRG2025. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the Meeting.

The Meeting will begin promptly at 11:00 a.m. (Eastern time) on Tuesday, June 17, 2025. Online check-in will begin 15 minutes prior, at 10:45 a.m. (Eastern time). You should allow ample time for online check-in procedures and follow the instructions set out in this Circular for accessing the live audio webcast.

For any technical difficulties experienced during the check-in process or during the Meeting, please call the technical support number posted on the Meeting log-in page. If you are participating in the virtual Meeting, you must remain connected to the Internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure Internet connectivity for the duration of the Meeting. Note that if you lose connectivity once the Meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed.

BUSINESS TO BE TRANSACTED AT THE MEETING

RECEIVING THE ANNUAL FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for Fiscal 2024 together with the auditor’s report thereon, will be submitted at the Meeting but no vote thereon is required. These audited consolidated financial statements, together with the related management’s discussion and analysis, were sent to Shareholders who requested copies thereof and are also available on SEDAR+ at www.sedarplus.ca and on the Company’s website at investors.anaergia.com/governance/annual-shareholder-meeting.

ELECTION OF DIRECTORS

Shareholders may vote on the election of the directors. Seven(7) director nominees are proposed for election to the Board at the Meeting. See “Election of Directors” below for more information.

The Board recommends that you vote FOR the election of each of the following persons who have been proposed by the Board for election as directors by the Shareholders:

Dr. Diana Mourato Benedek
Peter Gross

The Board recommends that you vote FOR the election of each of the following persons who have been nominated by Dr. Andrew Benedek and who have been proposed by the Board for election as directors by the Shareholders:

Dr. Andrew Benedek
Stan Simmons

The Board recommends that you vote FOR the election of each of the following persons who have been nominated by Marny Holdco Inc. (“Marny Holdco”) and who have been proposed by the Board for election as directors by the Shareholders:

Ohad Epschtein
Ronen Kantor
Assaf Onn

Directors appointed at the Meeting will serve, subject to our articles of incorporation (“Articles”) and the Business Corporations Act (British Columbia) (“BCBCA”) until the end of the next annual shareholder meeting or until their successors are elected or appointed.

APPOINTMENT OF THE AUDITORS

Shareholders may vote on the appointment of the auditors for the ensuing year and to authorize the directors to fix the auditors’ renumeration as such. The auditors will serve until the end of the next annual shareholder meeting or until a successor is appointed. Deloitte LLP has been our auditors since June 26, 2023.

The Board recommends that you vote FOR the appointment of Deloitte LLP as our auditor and authorizing the Board to fix the auditors’ renumeration as such. See “Appointment of the Auditors” below for more information.

CONSIDERING OTHER BUSINESS

We will consider any other business that may properly come before the Meeting. As of the date of this Circular, we are not aware of any changes to the items above or any other business to be considered at the Meeting. If there are changes or new items, you or your proxyholder can vote your Shares on these items as you or your proxyholder sees

fit. If any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote in respect of those matters in accordance with their judgment.

VOTING INFORMATION

WHO CAN VOTE

We are authorized to issue an unlimited number of Common Shares. On April 28, 2025, we had 169,890,509 outstanding Common Shares, each carrying the right to one vote at the Meeting.

Each Share you own as of the close of business on April 28, 2025, the record date for the Meeting, entitles you to vote on each of the matters to be acted upon at the Meeting, or any adjournment or postponement thereof, by proxy. The right to vote by proxy at the Meeting is limited to Shareholders who own Shares as of the above record date for the Meeting.

The directors and executive officers of Anaergia are not aware of any person or company that beneficially owns, directly or indirectly, or exercises control or direction over voting securities carrying 10% or more of the voting rights attached to any class of the voting securities of the Company, other than as follows:

Name	Type and Number of Shares Held or Controlled	Percentage of Voting Shares Held or Controlled
Dr. Andrew Benedek	32,959,369 Common Shares	19.4% (non-diluted)
Marny Holdco	102,715,000 Common Shares	60.4% (non-diluted)

Registered Shareholders

You are a Registered Shareholder if your name appears on your share certificate or on the register maintained by our transfer agent, TSX Trust Company. Your proxy form indicates if you are a Registered Shareholder. If you are a Registered Shareholder, you may vote your Shares by proxy or during the Meeting by online ballot through the live webcast platform.

Beneficial Shareholders

You are a Beneficial Shareholder if your Shares are registered in the name of an intermediary, such as a bank, a trust company, a securities dealer or broker, or an administrator of a self-administered RRSP, RRIF, RESP or similar plan, that, in turn, holds those shares through a central depository such as CDS Clearing and Depository Services Inc. (CDS) (each, an "Intermediary"). If your Shares are listed in an account statement provided to you by your broker, those Shares are, in all likelihood, not registered in your name. Such Shares will more likely be registered under the name of an Intermediary.

Without specific instructions, Intermediaries are prohibited from voting the Shares for their client. Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, each Intermediary is required to request voting instructions from Beneficial Shareholders prior to shareholder meetings. Intermediaries have their own procedures for sending materials and their own guidelines for the return of documents. Beneficial Shareholders should strictly follow those instructions to ensure that the voting rights attached to their Shares are cast at the Meeting.

Beneficial Shareholders who have not duly appointed themselves as proxyholder will not be entitled to vote at the Meeting during the live audio webcast. If you are a Beneficial Shareholder and have not appointed yourself as a proxyholder, you will be able to attend the Meeting, but will not be able to vote your Shares at the Meeting. To appoint yourself as proxyholder, you may follow the instructions set out below under the heading "Participating and Voting at the Meeting."

VOTING BY PROXY IN ADVANCE OF THE MEETING

Regardless of whether or not Shareholders are able to attend the Meeting (or any adjournment thereof) via the live audio webcast, we strongly encourage them to vote in advance of the Meeting. Below are the different ways in which Registered Shareholders and Beneficial Shareholders can give voting instructions, details of which are found on the form of proxy or voting instruction form provided, as applicable.

By Internet – Go to www.proxyvote.com and follow the instructions. You will need the 16-digit control number found on your form of proxy or voting instruction form, as applicable
By mail – Complete, date and sign your form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form, and return it in the envelope provided to Data Processing Centre, P.O. Box 3700, STN Industrial Park, Markham (ON), L3R 5S5 Canada
By telephone – Call 1-800-474-7493 (English) or 1-800-474-7501 (French). You will need the 16-digit control number found on your form of proxy or voting instruction form, as applicable

Your duly completed form of proxy or voting instruction form or your Internet or telephone voting instructions, as applicable, must be received before the proxy deadline, which is by 11:00 a.m. (Eastern time) two (2) business days prior to the Meeting, being June 13, 2025, or any adjournment thereof.

HOW YOUR SHARES WILL BE VOTED

Your proxyholder is the person you appoint to cast your votes at the Meeting on your behalf. You may choose Hani Kaissi or Scott Hodgdon or any other person that you want to be your proxyholder. If you want to authorize Hani Kaissi or Scott Hodgdon as your proxyholder, please leave the box near the top of the form blank as the names of Hani Kaissi and Scott Hodgdon are already pre-printed on the form. If you return the form and have left the box for the proxyholder's name blank, then Hani Kaissi or Scott Hodgdon will automatically become your proxyholder.

Each Shareholder is entitled to appoint a person or company, other than the individuals named in the form of proxy or voting instruction form, to represent such Shareholder at the Meeting. Please note that your proxyholder is not required to be a Shareholder. To appoint a third-party proxyholder, you may follow the instructions set out below under the heading "Participating and Voting at the Meeting."

You may instruct your proxyholder how you want to vote on the matters listed in the Notice of Meeting by checking the appropriate boxes on the form of proxy or voting instruction form. If you have specified on the form how you want to vote on a particular issue (by checking FOR or WITHHOLD), then your proxyholder must cast your votes as instructed. If you have NOT specified how to vote on a particular matter, your proxyholder is entitled to vote your Shares as he or she sees fit.

Please note that if your form of proxy or voting instruction form, as applicable, does not specify how to vote on any particular matter and, if you have authorized Hani Kaissi or Scott Hodgdon to act as your proxyholder, your Shares will be voted at the Meeting as follows:

FOR the election of each of the management's nominees as directors of the Company, and
FOR the appointment of Deloitte LLP as our auditor and authorizing the Board to set Deloitte LLP's renumeration as such.

PARTICIPATING AND VOTING AT THE MEETING

Only Registered Shareholders and duly appointed proxyholders (including Beneficial Shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Meeting during the live audio webcast using an internet connected device such as a computer, laptop, tablet or smartphone. Beneficial Shareholders who have not

duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions; however, they will not be able to vote.

The steps you need to follow to participate and vote at the Meeting will depend on whether you are a Registered Shareholder or a Beneficial Shareholder.

Registered Shareholder

If you are a Registered Shareholder, you will receive a form of proxy containing the relevant details concerning the business of the Meeting, including a 16-digit control number that must be used to vote by proxy in advance of the Meeting or join the live audio webcast on the day of the Meeting.

If you wish to participate and vote at the Meeting, do not complete the form of proxy, and instead, follow these steps:

Log into www.virtualshareholdermeeting.com/ANRG2025 fifteen (15) minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures.
Enter the 16-digit control number included on your form of proxy into the "Shareholder Login" section and click "Join Meeting."
Follow the instructions to access the Meeting and vote when prompted.

Even if you currently plan to participate and vote at the Meeting, you should consider voting your Shares in advance so that your vote will be counted if you later decide not to attend the Meeting. You should note however that if you access and vote on any matter at the Meeting, you will revoke any previously submitted proxy.

Beneficial Shareholders

If you are a Beneficial Shareholder and wish to participate and vote at the Meeting yourself:

First, you must appoint yourself as proxyholder. You may appoint yourself as proxyholder by: (i) following the instructions on your voting instruction form, completing the voting instruction form and returning it to your Intermediary, (ii) visiting www.proxyvote.com, or (iii) by telephone if your Intermediary provides you with this option. You must follow the instructions and deadlines provided by your Intermediary in order to do so.
In addition to the first step above, you must follow the instructions on your voting instruction form, including: (i) inserting your name as the "Appointee Name", and (ii) designating an 8-character "Appointee Identification Number" in the spaces provided in your voting instruction form or online at www.proxyvote.com. Such appointee information is required for you to participate and vote at the Meeting. Such steps must be completed prior to the proxy deadline, or you will not be able to participate and vote at the Meeting.
Follow the instructions to access the Meeting and vote when prompted.

If you are a Beneficial Shareholder, have duly appointed yourself to participate and vote at the Meeting, and want to know how to access the Meeting to participate and vote thereat, see "Proxyholders (including Beneficial Shareholders who have duly appointed themselves as proxyholder)" below.

Proxyholders (including Beneficial Shareholders who have duly appointed themselves as proxyholder)

If you have been appointed as third-party proxyholder for a Registered Shareholder or a Beneficial Shareholder, or if you are a Beneficial Shareholder and have duly appointed yourself as proxyholder, you can access the Meeting and participate and vote at the Meeting during the live audio webcast, by following these steps:

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Log into www.virtualshareholdermeeting.com/ANRG2025 fifteen (15) minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures.
Enter the Appointee Name and the Appointee Identification Number exactly as it was provided on the applicable form of proxy or voting instruction form or through www.proxyvote.com and click on “Join Meeting.” If this information is not available to you, or if you do not enter it exactly as provided, you will not be able to participate and vote the Meeting as proxyholder.
Follow the instructions to access the Meeting and vote when prompted.

If you have been appointed as proxyholder for more than one (1) Shareholder, you will be asked to enter the Appointee Name and the Appointee Identification Number for each separate Shareholder in order to vote the applicable Shares on their behalf.

Third-party proxyholders will be informed of the Appointee Name and 8-character Appointee Identification Number prior to the Meeting by the Shareholder who appointed them to act as proxyholder at the Meeting. Third-party proxyholders who have forgotten or misplaced the applicable Appointee Name and/or the Appointee Identification Number should contact the Shareholder who appointed them as quickly as possible. Shareholders who have forgotten or misplaced the applicable Appointee Name and/or the Appointee Identification Number must create a new one through www.proxyvote.com.

APPOINTING A THIRD-PARTY PROXYHOLDER TO PARTICIPATE AND VOTE AT THE MEETING

The first and second steps under “Registered Shareholders” and “Beneficial Shareholders” below must be completed prior to the proxy deadline or neither you nor your third-party proxyholder will be able to participate and vote at the Meeting. If you fail to provide the exact Appointee Name and Appointee Identification Number to your third-party proxyholder appointed to participate and vote at the Meeting on your behalf, neither you nor your third-party proxyholder will be able to participate and vote at the Meeting.

Registered Shareholders

You may also appoint a third-party proxyholder to participate and vote at the Meeting on your behalf (other than the persons designated by management as set out on your form of proxy). If you wish for a third-party proxyholder to participate and vote at the Meeting on your behalf:

First, you need to appoint the third-party proxyholder by: (i) following the instructions on your form of proxy, completing and returning your form of proxy to Broadridge, or (ii) visiting www.proxyvote.com.
In addition to the first step above, you must follow the instructions on your form of proxy, including inserting an “Appointee Name” and designating an 8-character “Appointee Identification Number” in the spaces provided in your form of proxy or online at www.proxyvote.com. Such appointee information is required to participate and vote at the Meeting on your behalf.
You need to inform your third-party proxyholder of the exact Appointee Name and 8-character Appointee Identification Number prior to the Meeting. Your third-party proxyholder will require both your Appointee Name and your Appointee Identification Number in order to participate and vote on your behalf at the Meeting.

If you wish to appoint a third-party proxyholder, you are encouraged to do so online at www.proxyvote.com, as this will allow you to share the Appointee Name and the Appointee Identification Number with your third-party proxyholder easily.

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Beneficial Shareholders

You may also appoint a third-party proxyholder to participate and vote at the Meeting on your behalf (other than the persons designated by management as set out on your voting instruction form). If you wish for a third-party proxyholder to participate and vote at the Meeting on your behalf:

First, you need to appoint the third-party proxyholder by: (i) following the instructions on your voting instruction form, completing the voting instruction form and returning it to your Intermediary, (ii) visiting www.proxyvote.com, or (iii) by telephone if your Intermediary provides you with this option. You must follow the instructions and deadlines provided by your Intermediary in order to do so.
In addition to the first step above, you must follow the instructions on your voting instruction form, including: (i) inserting an “Appointee Name” (the name of your third-party proxyholder), and (ii) designating an 8-character “Appointee Identification Number” in the spaces provided in your voting instruction form or online at www.proxyvote.com. Such appointee information is required to participate and vote at the Meeting on your behalf.
You need to inform your third-party proxyholder of the exact Appointee Name and 8-character Appointee Identification Number prior to the Meeting. Your third-party proxyholder will require both your Appointee Name and your Appointee Identification Number in order to participate and vote on your behalf at the Meeting.

CHANGING YOUR VOTE OR REVOKING YOUR PROXY

A Shareholder who executes and returns the form of proxy or voting instruction form may revoke same in any manner permitted by law.

If you are a Registered Shareholder, you may revoke your proxy at any time prior to a vote. You may do so by providing new voting instructions or proxyholder appointment information at www.proxyvote.com, a new form of proxy to Broadridge, or by delivering a signed written notice specifying your instructions to the registered office of the Company at 4210 South Service Road, Burlington, Ontario, L7L 4X5, Attention: Chief Financial Officer, at any time up to and including June 16, 2025, the last business day preceding the date of the Meeting, or any adjournment thereof. A Registered Shareholder may also access the Meeting via the live audio webcast to participate and vote at the Meeting, which will revoke any previously submitted proxy.

If you are a Beneficial Shareholder, contact your broker or other Intermediary to receive instructions on how to revoke your proxy. Please note that your Intermediary will need to receive any new instructions with enough time to act on them.

Additional Voting Information

Broadridge will count and tabulate the votes. If you have any questions, you may email Broadridge at [email protected] for further information.

ABOUT ANAERGIA

Anaergia is a Renewable Natural Gas (“RNG”) technology company that offers integrated waste-to-value solutions to reduce greenhouse gases (“GHGs”) by cost-effectively turning organic waste into RNG, fertilizer, and water. Our sustainable solutions allow for the diversion of organic waste from landfills and conversion into renewable fuel and fertilizer, meaningfully contributing to the reduction of greenhouse gases and mitigating climate change.

We design and manufacture equipment for the processing and digestion of source separated organics and municipal solid wastes, including technology for the extraction and cleaning of organics from municipal and commercial solid waste streams to produce a clean organic feedstock for anaerobic digestion.

ELECTION OF DIRECTORS

GENERAL

At the Meeting, Shareholders will be asked to elect seven (7) directors to hold office until the next annual meeting of Shareholders or until their successors are elected or appointed. For further information on the nominees see “Director Nominee Biographies.”

On December 18, 2023, the Company announced a $40.8 million equity investment by Marny Investissement SA (“Marny”) by way of an arm’s-length, multi-tranche, non-brokered private placement (the “Strategic Investment”), pursuant to a subscription agreement dated December 17, 2023, as amended. Marny, through its wholly owned subsidiary Marny Holdco, agreed to subscribe for an aggregate of 102,000,000 units of the Company (“Units”) at a price of C$0.40 per Unit with each Unit consisting of one Subordinate Voting Share and 1/5 of one Subordinate Voting Share purchase warrant of the Company (each a “Warrant”). Each Warrant entitles Marny to purchase one additional Subordinate Voting Share at an exercise price of C$0.80 until February 2, 2027.

On February 2, 2024, the Company announced that the first tranche of the Strategic Investment had closed with the issuance of 31,250,000 Units of for gross proceeds of C$12.5 million. In connection with the closing of the first tranche of the Strategic Investment, Ronen Kantor, a nominee of Marny, was appointed to the Board to fill the vacancy created by the resignation of Alan Viterbi. On April 1, 2024, the Company announced that the second tranche of the Strategic Investment had closed with the issuance of 34,000,000 Units for gross proceeds to C$13.6 million. In connection with the closing of the second tranche of the Strategic Investment, Assaf Onn, a nominee of Marny, was appointed to the Board to fill the vacancy created by the resignation of Douglas Fridrik Parkhill. On July 10, 2024, the Company received the third tranche of the previously announced equity investment of $40,800 from Marny and had closed with the issuance of 36,750,000 Units for gross proceeds of $14,700. In conjunction with the third tranche, the Company issued a warrant certificate for 7,350,000 share units valued at $0.14 per warrant for a total value of $1,029.

On December 29, 2023, the Company, Marny, Marny Holdco and Dr. Andrew Benedek entered into an investor rights agreement, as amended and restated on February 2, 2024 (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, Marny Holdco and Dr. Andrew Benedek each have director nomination rights. The Investor Rights Agreement supersedes and replaces the principal shareholders agreement dated June 23, 2021, among the Company, Neo International Investments Ltd. and Emerson Collective Investments, LLC.

The Board recommends that you vote FOR the election of each of the nominees listed under “Director Nominee Biographies.” Unless otherwise directed, it is the intention of the persons designated in the form of proxy accompanying this Circular to vote proxies FOR each of the seven (7) nominees to serve as directors of the Company until the next annual meeting of Shareholders or until their successors are elected or appointed.

Nomination Rights

The Investor Rights Agreement provides that Dr. Andrew Benedek (including his permitted transferees) (the “Benedek Shareholders”) shall have the right to designate nominees (“Nominees”) commensurate with his voting power in the Company. As Dr. Andrew Benedek currently owns, controls or directs, directly or indirectly, [20] of the voting power attached to all of the issued and outstanding Shares (on a non-diluted basis), Dr. Andrew Benedek is entitled to designate [30]% of the Nominees (rounding up or down (with 0.5 being rounded up) to the nearest whole number), with respect to which at least two (2) Nominees must be independent within the meaning of section 1.4 of National Instrument 52-110 – Audit Committees (“NI 52-110”).

12 -

The Investor Rights Agreement provides that Marny Holdco (and its permitted transferees) and the Marny Holdco individual investors (together with Marny Holdco, the "Marny Shareholders") shall, as long as the Marny Shareholders, as a group, own, control or direct, directly or indirectly, at least 40% of the voting power attached to all of the issued and outstanding Common Shares (on a non-diluted basis) at the time such nomination is delivered in accordance with Section 2.2 of the Investor Rights Agreement, the Marny Shareholders, as a group, shall be entitled to designate 51% of the Nominees (rounding up to the nearest whole number), with respect to which at least 2 Nominees must be Independent Directors. The Marny Shareholders currently own, control or direct, directly or indirectly, [60]% of the voting power attached to all of the issues and outstanding Shares (on a non-diluted basis).

Pursuant to the Investor Rights Agreement, the Benedek Shareholders and Marny Shareholders shall exercise their nomination rights by submitting their nominees to the Governance, Compensation and Nominating Committee (the "GCN Committee"), the GCN Committee and the Board review the proposed nominations together with the remaining director nominations, determined solely by the Board or the GCN Committee, to be elected by the Shareholders at the Meeting.

The foregoing summary is qualified in its entirety by reference to the provisions of the Investor Rights Agreement. A copy of the Investor Rights Agreement is available under the Company's profile on SEDAR+ at www.sedarplus.ca and a summary of further details has been included in the Company's most recent annual information form, which is also available under the Company's profile on SEDAR+ at www.sedarplus.ca.

All nominees have established their eligibility and willingness to serve as directors. Three (3) of the seven (7) nominees are independent within the meaning of applicable securities laws. All nominees are currently directors of Anaergia. Management does not believe that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the accompanying form of proxy (or voting instruction form) may vote for another nominee at their discretion (subject to the nomination rights under the Investor Rights Agreement, as described above). Each director shall hold office until the next annual meeting of Shareholders or until the director resigns or a successor is elected or appointed.

ADVANCE NOTICE PROVISIONS

We have included certain advance notice provisions with respect to the election of our directors in the Articles (the "Advance Notice Provisions"). The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all Shareholders receive adequate notice of Board nominations and sufficient information with respect to all nominees; and (iii) allow Shareholders to register an informed vote. Only persons who are nominated by Shareholders in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual meeting of Shareholders, or at any special meeting of Shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a Shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within the prescribed time periods. These time periods include: (i) in the case of an annual meeting of Shareholders (including annual and special meetings), not less than 30 days prior to the date of the annual meeting of Shareholders; provided, that if the first public announcement of the date of the annual meeting of Shareholders (the "Notice Date") is less than 50 days before the meeting date, not later than the close of business on the 10th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of Shareholders called for any purpose which includes electing directors, not later than the close of business on the 15th day following the Notice Date, provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting.

Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in the Advance Notice Provisions.

A copy of the Articles is available under the Company's profile on SEDAR+ at www.sedarplus.ca.

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INDIVIDUAL AND MAJORITY VOTING POLICY

The Board believes that each of its members should carry the confidence and support of the Shareholders. To this end, the Board has adopted an individual and majority voting policy that requires that Shareholders be able to vote in favour of, or withhold from voting, separately for each nominee for director and that, in an uncontested election of directors, any nominee for director who receives a greater number of votes “withheld” from their election than votes “for” such election must immediately tender their resignation to the Chair following the applicable meeting or, if the affected director is the Chair, to each member of the GCN Committee. Any resignation received by the Chair will be promptly referred to the GCN Committee for consideration. An “uncontested election” means an election where the number of nominees for directors is equal to the number of directors to be elected.

The GCN Committee will, promptly following the resignation but in any event within 30 days of the applicable Shareholders’ meeting, consider the offer of resignation and will recommend to the Board whether or not to accept it. The GCN Committee will recommend that the Board accept the resignation absent exceptional circumstances that would warrant the applicable director to continue to serve on the Board. Any director who offers their resignation pursuant to the majority voting policy will not participate in the meeting of the GCN Committee, if they are a member of such committee, to consider the decision to recommend to the Board whether their resignation shall be accepted.

The Board will act on the GCN Committee’s recommendation promptly following its receipt thereof and, in any event, within 90 days of the applicable Shareholders’ meeting. The Board will accept the GCN Committee’s recommendation absent exceptional circumstances. If a resignation is accepted, the Board may, subject to applicable law, the Investor Rights Agreement and the Articles, appoint a new director to fill any vacancy created by the resignation, reduce the size of the Board, leave the vacancy unfilled or call a meeting of Shareholders to appoint a replacement. A resignation will be effective upon its acceptance by the Board. We will promptly issue a news release with the Board’s decision. If the Board determines not to accept a resignation, the news release will fully state the reasons for that decision.

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DIRECTOR NOMINEE BIOGRAPHIES

Ohad Epschtein	Not Independent

Singapore

Director since: 2024

Principal Occupation:

Mr. Ohad Epschtein is Managing Partner of Marny Investissement SA and Executive Chairman of the Board of Anaergia Inc.

Other Activities:

Mr. Epschtein is a distinguished Managing Partner at Marny Investissement SA, a position he has held since 2007, where he is responsible for steering project financing and investment strategies. His prior experience includes serving as an Expansion Manager at Enertrag, a company dedicated to renewable energy. His academic credentials include a Bachelor's degree in Economics from the London School of Economics and an MBA in Environmental Economics from the University Bocconi in Milan. Mr. Epschtein's expertise, particularly in the Italian renewable energy market, is backed by a solid educational foundation and a rich professional history in the sector. His career highlights include managing a diverse portfolio of real estate projects across Slovakia, Germany, and Hungary, as well as significant contributions to Enertrag AG's project development and acquisitions. His strategic acumen has been honed through roles in strategic research at Gamesa Eólica and as a Project Analyst at Saffron Hill Ventures. Mr. Epschtein's dedication to excellence and his ability to integrate his education with his professional experiences have been instrumental in promoting sustainable development and innovation in the renewable energy industry.

Public Board Memberships During Last Five (5) Years:

None

Public Board Interlocks:

None

Committees:

None

Meetings Attended in Fiscal 2024(1):

Board Meetings – 5 of 5 100%

SHARE OWNERSHIP
Shares Owned or Controlled	Options	RSUs	Value(2) ($)	Minimum Share Ownership ($)	Date at which Share Ownership Guideline is to be Met	Has Share Ownership Guideline Been Met?
102,890,000(3)	–	–250,000	111,906,900	300,000	N/A	Yes

Notes:

(1) Ohad Epschtein was appointed to the Board effective July 10, 2024. Accordingly, Mr. Epschtein attended 5 Board meetings in Fiscal 2024
(2) The value of Common Shares represents the number of Common Shares held as of April 28, 2025, multiplied by the closing price of the Common Shares on the Toronto Stock Exchange on April 28, 2025
(3) Owned or controlled by Marny Investissement of which 3,400,000 and 6,800,000 Common Shares are held by Alon Liberman and Ronen Kantor, respectively)

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Dr. Andrew Benedek
Not Independent

British Columbia, Canada

Director since: 2007

Principal Occupation:

Dr. Andrew Benedek is currently the Co-Founder and Manager of the Benedek Climate Change Foundation

Other Activities:

Dr. Andrew Benedek received his engineering degree (chemical) from McGill University in Montreal, Québec in 1966. By 1970, Dr. Andrew Benedek had obtained a Ph.D. in chemical engineering from the University of Washington in Seattle, Washington with a focus on wastewater treatment. He then accepted a professorship at McMaster University in Hamilton, Ontario where he taught and conducted research to find ways of improving water quality. In 1980, Dr. Andrew Benedek founded ZENON with the purpose of developing cost-effective membrane technologies for recycling wastewater. Under his leadership, ZENON invented, developed and commercialized many of the key membrane technologies used for water and wastewater treatment and became a global leader in this field. Dr. Andrew Benedek continued to be the Chairman and Chief Executive Officer of ZENON until its June 2006 sale to General Electric Company for $790 million. At the time of the sale, the company employed over 1,500 people. After the sale of ZENON, Dr. Andrew Benedek worked at the Scripps Institute of Technology (“Scripps”) in San Diego, California where he became interested in helping to find solutions to climate change. In furtherance of this new interest, he left Scripps and founded Anaergia. Dr. Andrew Benedek has received many awards, including honorary doctorates from universities and awards for entrepreneurship and for his contributions toward solving global environmental problems. In 2008, he was chosen as the inaugural recipient of the Lee Kwan Yew Prize, a prestigious award for contributions to solving water problems. Dr. Andrew Benedek was the Chief Executive Officer of the Company from its founding to June 20, 2023. He was then appointed as Executive Chairman on June 20, 2023 and subsequently resigned from that role on July 29, 2024.

| | | Public Board Memberships During Last Five (5) Years:
• None | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | Public Board Interlocks:
• None | | | | |
| | | Committees:
• None | Meetings Attended in Fiscal 2024:
• Board Meetings – 16 of 16 (100%) | | | |
| SHARE OWNERSHIP | | | | | | |
| Shares Owned or Controlled | Options | RSUs | Value(1)
($) | Minimum Share Ownership
($) | Date at which Share Ownership Guideline is to be Met | Has Share Ownership Guideline Been Met? |
| 32,959,369
Common Shares | – | 47,491 | 35,812,443 | 300,000 | N/A | Yes |

Notes:

(1) The value of Common Shares represents the number of Common Shares held as of April 28, 2025, multiplied by the closing price of the Common Shares on the Toronto Stock Exchange on April 28, 2025

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Dr. Diana Mourato Benedek

Not Independent

British Columbia, Canada

Director since: 2007

Principal Occupation:

Dr. Diana Mourato Benedek is currently the Co-Founder and Manager of the Benedek Climate Change Foundation

Other Activities:

Dr. Mourato Benedek has a PhD and a Master’s of Science degree in Civil Engineering from McGill University in Montreal, Québec. Dr. Mourato Benedek is a pioneer in the development and commercialization of immersed membranes and membrane bioreactors in the field of municipal wastewater and drinking water treatment. She was formerly a Senior Vice President at ZENON, responsible for North and South American and international operations. She has extensive experience in environmental sciences as head of the ZENON municipal business, which she founded and grew in five (5) years to be the largest commercial division of ZENON while maintaining profitability year after year. Dr. Mourato Benedek is also a former Vice President, Site Remediation at SNC Lavalin. Dr. Mourato Benedek is the former Chair and Chief Executive Officer of Fibracast and was directly responsible for research and development and the continuous improvement of technology within the company. She was formerly the Chief Operating Officer of Anaergia and was a Managing Director of many of its international subsidiaries.

Public Board Memberships During Last Five (5) Years:

None

Public Board Interlocks:

None

Committees:

None

Meetings Attended in Fiscal 2024:

Board Meetings – 16 of 16 (100%)

SHARE OWNERSHIP
Shares Owned or Controlled	Options	RSUs	Value(1) ($)	Minimum Share Ownership ($)	Date at which Share Ownership Guideline is to be Met	Has Share Ownership Guideline Been Met?
–	100,000	–	107,500	300,000	June 23, 2026	In progress

Notes:

(1) The value of Common Shares represents the number of Common Shares held as of April 28, 2025, multiplied by the closing price of the Common Shares on the Toronto Stock Exchange on April 28, 2025

Peter Gross

Independent

Minnesota, United States

Director since: 2019

Principal Occupation:

Mr. Gross is currently the Chief Executive Officer of SURGE International, LLC

Other Activities:

Mr. Gross is a three-time water entrepreneur, having started and grown domestic and international companies, a water/wastewater technology inventor with 10 patents covering treatment technologies, a board member on various water/wastewater companies, consultant and investor. Mr. Gross brings his experience doing business with enterprises ranging from small local entities to large governmental organizations in 88 countries around the world. His experience also includes supporting the U.S. Department of Defense and the U.S. State Department with water/wastewater treatment systems in some of the most challenging areas of the world. Since July 2016, Mr. Gross has been Chief Executive Officer of SURGE International, LLC where he guides start-up water/wastewater technology companies to achieve global success. As a consultant to Emerson Collective, LLC, Mr. Gross provided strategic water guidance while providing governance to portfolio companies through board participation.

Public Board Memberships During Last Five (5) Years:

None

Public Board Interlocks:

None

Committees:

audit committee of the Company ("Audit Committee") (Chair)
GCN Committee

Meetings Attended in Fiscal 2024(1):

Board Meetings - 15 of 16 (94%)
Audit Committee Meetings - 7 of 7 (100%)
GCN Committee Meetings - 4 of 4 (100%)

SHARE OWNERSHIP
Shares Owned or Controlled	Options	RSUs	Value(2) ($)	Minimum Share Ownership ($)	Date at which Share Ownership Guideline is to be Met	Has Share Ownership Guideline Been Met?
50,110	-	283,135	361,571	300,000	N/A	Yes

Notes:

(1) Peter Gross was appointed to the GCN Committee on May 5, 2024
(2) The value of Common Shares represents the number of Common Shares held as of April 28, 2025, multiplied by the closing price of the Common Shares on the Toronto Stock Exchange on April 28, 2025

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Stan Simmons

Independent

Principal Occupation:

Mr. Simmons is currently Chairman of the board of directors of W.M. Lyles Co.

Other Activities:

Mr. Simmons has been with the Lyles Construction Group of Companies for 27 years and has served in various positions from Project Superintendent to his current role as Chairman providing executive management for over $1 billion of alternative delivery water/wastewater projects and over $2 billion of all types of civil projects. Mr. Simmons graduated from Iowa State University in 1979 and became a registered civil engineer in 1983.

California, United States

Director since: 2023

Public Board Memberships During Last Five (5) Years:

None

Public Board Interlocks:

None

Committees:

Audit Committee
GCN Committee

Meetings Attended in Fiscal 2023(1):

Board Meetings – 16 of 16 (100%)
Audit Committee Meetings – 7 of 7 (100%)
GCN Committee Meetings – 4 of 4 (100%)

SHARE OWNERSHIP
Shares Owned or Controlled	Options	RSUs	Value(2) ($)	Minimum Share Ownership ($)	Date at which Share Ownership Guideline is to be Met	Has Share Ownership Guideline Been Met?
100,000	–	225,960	353,667	300,000	N/A	Yes

Notes:

(1) Mr. Simmons was appointed to the Audit Committee on April 1, 2024
(2) The value of Common Shares represents the number of Common Shares held as of April 28, 2025, multiplied by the closing price of the Common Shares on the Toronto Stock Exchange on April 28, 2025

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Ronen Kantor
Independent

Bnei Brak, Israel

Director since: 2024

Principal Occupation:

Mr. Kantor is currently the Managing Partner of Doron Tikotzky Kantor Gutman Nass & Amit Gross LLP.

Other Activities:

In his legal career as a corporate lawyer, spanning over 27 years, Mr. Kantor has acted for numerous venture capital funds in their investments in high-tech companies in Israel, USA, Ireland, Luxembourg, Germany, Nigeria, UK and other countries and has represented hundreds of start-up technology companies that has led to over 25 global M&A transactions and over 50 initial public offerings on exchanges such as TASE, NASDAQ, NYSE, London Official List, London AIM, TSX and the ASX. Mr. Kantor holds an LL.B. (Honours) from the University of Sheffield and has been a member of the Israeli Bar Association since 1995.

Public Board Memberships During Last Five (5) Years:

None

Public Board Interlocks:

None

Committees:

Audit Committee
GCN Committee

Meetings Attended in Fiscal 2024(1):

Board Meetings – 14 of 14 (100%)
Audit Committee Meetings – 7 of 7 (100%)
GCN Committee Meetings – 4 of 4 (100%)

SHARE OWNERSHIP
Shares Owned or Controlled	Options	RSUs	Value(2) ($)	Minimum Share Ownership ($)	Date at which Share Ownership Guideline is to be Met	Has Share Ownership Guideline Been Met?
6,800,000 Common Shares,	–	109,028	7,496,295	300,000	N/A	Yes

Notes:

(1) Ronen Kantor was appointed to the Board effective February 2, 2024, to the Audit Committee on February 2, 2024, and to the GCN Committee on February 2, 2024. Accordingly, Mr. Kantor attended 14 Board meetings in Fiscal 2024
(2) The value of Common Shares represents the number of Common Shares held as of April 28, 2025, multiplied by the closing price of the Common Shares on the Toronto Stock Exchange on April 28, 2025

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Assaf Onn	Not Independent

Singapore

Principal Occupation:

Mr. Onn is currently the Chief Executive Officer of Anaergia

Other Activities:

Mr. Onn holds the position of Chief Operating Officer of Marny Investissement since 2008. With over two (2) decades of extensive experience in managing large operations including retail, commercial and housing real estate and hospitality throughout central and eastern Europe and the Middle East, his in-depth expertise includes leading organizational excellence, optimizing efficiencies, and fostering growth across diverse industries. Mr. Onn holds a BA in Business Management from Washington State University.

Director since: 2024

Public Board Memberships During Last Five (5) Years:

None

Public Board Interlocks:

None

Committees:

None

Meetings Attended in Fiscal 2023(1):

Board Meetings – 12 of 12 (100%)

SHARE OWNERSHIP
Shares Owned or Controlled	Options(2)	RSUs	Value(3) ($)	Minimum Share Ownership ($)	Date at which Share Ownership Guideline is to be Met	Has Share Ownership Guideline Been Met?
	2,040,000	250,000	852,650	300,000	June 26, 2029	In progress

Notes:

(1) Assaf Onn was appointed to the Board effective April 1, 2024. Accordingly, Mr. Onn attended 12 Board meetings in Fiscal 2024
(2) On July 10, 2024, Marny granted options to Mr. Onn to acquire Anaergia warrants that Marny acquired with its strategic investment.
(3) The value of Common Shares represents the number of Common Shares held as of April 28, 2025, multiplied by the closing price of the Common Shares on the Toronto Stock Exchange on April 28, 2025

Notes: The value of Shares represents the number of Shares held as of April 28, 2025, multiplied by the closing price of the Shares on the Toronto Stock Exchange (“TSX”) on April 28, 2025, 2024, of $0.1.085 (“Market Price”). The value of RSUs represent the number of RSUs held as of April 28, 2025, multiplied by the greater of (i) the closing price of Common Shares on the TSX on the reference date for purposes of determining the value of such RSUs at the time of grant thereof, and (ii) the Market Price. The value of options (“Legacy Options”) under the Company’s legacy option plan (the “Legacy Option Plan”) represents the number of Legacy Options held as of April 28, 2025, multiplied by the difference of the Market Price and the exercise price ($0.01) of such Legacy Options.

BOARD AND COMMITTEE ATTENDANCE

The attendance record of each of our directors for Board meetings and committee meetings held during Fiscal 2024, is as follows:

21 -

Name	Board Meetings	Audit Committee Meetings	GCN Committee Meetings	Overall Attendance
Ohad Epschtein^{(1)}	5 of 5 (100%)	–	–	5 of 5	100%
Dr. Andrew Benedek^{(2)}	16 of 16 (100%)	–	–	16 of 16	100%
Dr. Diana Mourato Benedek	16 of 16 (100%)	–	–	16 of 16	100%
Peter Gross^{(3)}	15 of 16 (94%)	7 of 7 (100%)	4 of 4 (100%)	26 of 27	96%
Stan Simmons^{(4)}	16 of 16 (100%)	7 of 7 (100%)	4 of 4 (100%)	27 of 27	100%
Ronen Kantor^{(5)}	14 of 14 (100%)	7 of 7 (100%)	4 of 4 (100%)	25 of 25	100%
Assaf Onn^{(6)}	12 of 12 (100%)	–	–	12 of 12	100%

Notes:
(1) Ohad Epschtein was appointed Executive Chairman on July 29, 2024, as a result he attended 5 Board meetings in Fiscal 2024
(2) Dr. Andrew Benedek resigned as Executive Chairman July 29, 2024
(3) Peter Gross was appointed to the GCN Committee on May 5, 2024
(4) Stan Simmons was appointed to the Audit Committee on April 1, 2024
(5) Ronen Kantor was appointed to the Board effective February 2, 2024, to the Audit Committee on February 2, 2024, and to the GCN Committee on February 2, 2024. Accordingly, Mr. Kantor attended 14 Board meetings in Fiscal 2024
(6) Assaf Onn was appointed to the Board effective April 1, 2024. Accordingly, Mr. Onn attended 12 Board meetings in Fiscal 2024

CORPORATE CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS

Bankruptcies

Except as disclosed below, to our knowledge, no proposed director (nor any personal holding company of any of such persons): (a) is, as of the date of this Circular, or has been within the ten (10) years before the date of this Circular, a director or executive officer of any company (including Anaergia) 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; or (b) has, within the ten (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 the proposed director.

Mr. Hodgdon served as General Counsel of Shift Technologies, Inc., which filed for bankruptcy in October 2023. On May 25, 2023, the Company announced that Rialto Bioenergy Facility, LLC (“RBF”) had initiated voluntary Chapter 11 restructuring proceedings in the U.S. Bankruptcy Court for the Southern District of California. RBF is 51% owned by the Company’s wholly owned subsidiary, Anaergia Services, LLC.

Cease Trade Orders

Except as disclosed below, to our knowledge, no proposed director (nor any personal holding company of any of such persons) is, as of the date of this Circular, or was within ten (10) years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including Anaergia), that: (a) was subject to a cease trade order (including a management 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 thirty (30) consecutive days (collectively, an “Order”), that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after the proposed director 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.

22 -

On April 8, 2024, the Ontario Securities Commission issued a FTCO against the Company due to its failure to file the Annual Filings. The delay in filing the Annual Filings was primarily due to delays in the financial reporting process stemming from accounting and financial reporting impacts associated with the restructuring activities and transformation of the Company during the year. At the time of the FCTO, Dr. Andrew Benedek, Dr. Diana Mourato Benedek, Peter Gross, Stan Simmons, Ronen Kantor, and Assaf Onn were directors of the Company.

Penalties and Sanctions

To our knowledge, no proposed director (nor any personal holding company of any of such persons), has been subject to: (a) 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 (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

APPOINTMENT OF THE AUDITORS

At the Meeting, Shareholders will be asked to appoint Deloitte LLP to serve as our auditors until the next annual meeting of the Shareholders and to authorize the Board to fix Deloitte LLP’s renumeration as such. Deloitte LLP has been our auditors since June 26, 2023.

The Board recommends that you vote FOR the appointment of Deloitte LLP as our auditor, at a renumeration to be fixed by the Board. Unless otherwise directed, it is the intention of the persons designated in the form of proxy accompanying this Circular to vote proxies FOR an ordinary resolution to appoint Deloitte LLP to serve as our auditors until the next annual meeting of the Shareholders and to authorize the Board to fix their renumeration as such.

The information required by Form 52-110F1 of NI 52-110, including information regarding the fees billed to our Company by Deloitte LLP is contained in our annual information form for Fiscal 2024, under the heading “Audit Committee,” an electronic copy of which is available on our SEDAR+ profile at www.sedarplus.ca.

OUR APPROACH TO CORPORATE GOVERNANCE

GENERAL

We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value. The disclosure set out below describes our approach to corporate governance.

THE ROLE OF THE BOARD

The Board is responsible for supervising the management of our business and affairs, including providing guidance and strategic oversight to management. The Board has adopted a formal mandate in the form set forth in Appendix A that includes the following:

appointing the Chief Executive Officer;
appointment, evaluation and development of senior management and succession planning;
approving the corporate goals and objectives that the Chief Executive Officer is responsible for meeting and reviewing the performance of the Chief Executive Officer against such corporate goals and objectives;
taking steps to satisfy itself as to the integrity of the Chief Executive Officer and other senior executive officers and that the Chief Executive Officer and other senior executive officers create a culture of integrity throughout the organization, and

reviewing and approving management’s strategic and business plans.

The Board has adopted a written position description for the Chair of the Board, which sets out the Chair’s key responsibilities, including, among others, duties relating to setting Board meeting agendas, chairing Board and Shareholder meetings, director development and communicating with Shareholders and regulators. The Board has adopted a written position description for our lead director. See “Meetings of Independent Directors and Conflicts of Interest.”

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.

The Board has adopted a written position description for our Chief Executive Officer which sets out the key responsibilities of our Chief Executive Officer, including, among other duties, in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to the Board for consideration, ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to the Board for consideration and supervising day-to-day management and communicating with Shareholders and regulators.

CORPORATE GOVERNANCE POLICIES AND PRACTICES

Anaergia is committed to strong corporate governance policies and practices. Our policies and practices continue to be developed having regard to the external environment and externally cited best practices to ensure that our governance practices are comprehensive, relevant, effective and transparent. We have adopted the following corporate governance policies to date, certain of which are available on our website at investors.anaergia.com:

Anti-Corruption Policy
Code of Conduct
Disclosure Policy
Diversity Policy
Insider Trading Policy
Majority Voting Policy
Whistleblower Policy

COMPOSITION OF THE BOARD AND BOARD COMMITTEES

Under the Articles, the Board is to consist of the number of directors set by an ordinary resolution of the Shareholders from time to time, which shall be a minimum of three (3) while the Company is a public company in accordance with the BCBCA. The Board currently consists of seven (7) directors, of whom three (3) are considered independent under Canadian securities laws. Pursuant to the Articles, a director may be removed before the expiry of his or her term by a resolution passed by a simple majority of the votes cast by Shareholders present in person or by proxy at a meeting of Shareholders and who are entitled to vote. The directors will be elected by Shareholders at each annual meeting of Shareholders and all directors will hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed.

Certain aspects of the composition and functioning of the Board are governed by the terms of the Investor Rights Agreement, see “Election of Directors.” The nominees for election by Shareholders as directors will be determined by the GCN Committee in accordance with the provisions of applicable law, the Investor Rights Agreement and the charter of the GCN Committee. See also “Committees of the Board – GCN Committee.”

DIRECTOR INDEPENDENCE

Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect material relationship with us, our subsidiaries and any controlling shareholder(s) which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director’s independent judgment. Based on information provided by each director concerning his or her background, employment and affiliations, the Board has determined that, of the seven (7) directors nominated for election to the Board, Ohad Epschtein, Dr. Andrew Benedek, Dr. Diana Mourato Benedek, and Assaf Onn are not considered to be

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"independent" within the meaning of NI 52-110. They are not independent as a result of their respective current and/or former relationships with the Company or Dr. Andrew Benedek, as applicable. Ohad Epschtein is Executive Chairman and majority shareholder of the Company; Dr. Andrew Benedek was the Chief Executive Officer of the Company from its founding to June 20, 2023; Dr. Diana Mourato Benedek is related to Dr. Andrew Benedek, and Assaf Onn is the Chief Executive Officer of the Company and the Chief Operating Officer of Marny. The Board has not adopted a director interlock policy, but is keeping informed of other public directorships held by its members.

MEETINGS OF INDEPENDENT DIRECTORS AND CONFLICTS OF INTEREST

To enhance independent judgment, the independent members of the Board hold in-camera meetings with members of management and the non-independent directors not in attendance, as part of regularly scheduled Board meetings. Open and candid discussion among the independent directors is facilitated by the relatively small size of the Board and great weight is attributed to the views and opinions of the independent directors. The Board has not appointed an independent chair; however, Peter Gross has been appointed as lead director by the Board and is responsible for ensuring that the directors who are independent of management have opportunities to meet without management present, as required. The lead director shall be appointed and replaced from time to time by the Board. Discussions at Board meetings will be led by the lead director who will provide feedback subsequently to the Chair.

A director who has a material interest in a matter before the Board or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by the Board or any committee of the Board on which he or she serves, such director may be required to recuse himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors are also required to comply with the relevant provisions of the BCBCA regarding conflicts of interest.

Private sessions of the independent directors without management and affiliated directors present are held at the end of selected regularly scheduled and special Board meeting. Each private session of the Board is chaired by the lead director, who reports back to the CEO on any matters requiring action by management. There were eight (8) private meetings of non-management directors in Fiscal 2024, one (1) of which was a meeting of only independent directors in Fiscal 2024.

COMMITTEES OF THE BOARD

The Board has established two (2) committees: the Audit Committee and the GCN Committee. All members of the Audit Committee will be persons determined by the Board to be independent directors.

Audit Committee

The Audit Committee consists of three (3) directors, all of whom are persons determined by the Board to be independent and "financially literate" within the meaning of NI 52-110. Our Audit Committee is currently composed of:

Peter Gross (Chair);
Ronen Kantor, and
Stan Simmons.

Each of our 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.

Name	Relevant Skills and Experience
Peter Gross (Chair)	Mr. Gross’ education and experience relevant to the performance of his responsibilities as an Audit Committee member are derived from his in excess of 40 years as an executive including seven (7) years with SURGE International, LLC. Mr. Gross has served on numerous board positions with various companies. Mr. Gross has been previously responsible for helping to start and grow three businesses focused on water and wastewater equipment solutions. Mr. Gross holds an MBA from the University of Minnesota Carlson School of Management.

Name

Relevant Skills and Experience

Peter Gross (Chair)

Mr. Gross’ education and experience relevant to the performance of his responsibilities as an Audit Committee member are derived from his in excess of 40 years as an executive including seven (7) years with SURGE International, LLC. Mr. Gross has served on numerous board positions with various companies. Mr. Gross has been previously responsible for helping to start and grow three businesses focused on water and wastewater equipment solutions. Mr. Gross holds an MBA from the University of Minnesota Carlson School of Management.

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Name	Relevant Skills and Experience
Ronen Kantor	Mr. Kantor’s extensive expertise lies in corporate finance and securities laws, particularly in navigating the intricacies of companies traded on multiple exchanges such as TASE, Nasdaq, TSX, and the Official List in England. With over 28 years of experience collaborating with multinational corporations, he has amassed a wealth of knowledge in addressing the multifaceted legal, financial, and business intricacies characteristic of public companies. Mr. Kantor is dedicated to leveraging his considerable experience and insights to benefit both the Company and the Board.
Stan Simmons	Mr. Simmons is one of five members on the Lyles Construction Group (“LCG”) board of directors where a key responsibility is managing the accounting group and providing support for internal and external audits for Lyles Services Inc., American Paving Co., Lyles Utilities Inc., New England Sheet Metal, and W.M. Lyles Co. The aggregate of these companies exceeds $500M/yr. of annual revenue with a full complement of approximately 1,000 employees. Mr. Simmons has served on the LCG board of directors since 2011. During this time, LCG has used Deloitte as their outside auditor over the course of a number of years. The audited financials are a key metric of obtaining qualification as a public works contractor, and as such, Mr. Simmons is knowledgeable about both internal and GAAP procedures, as he has managed this group since 2011.

Name

Relevant Skills and Experience

Ronen Kantor

Mr. Kantor’s extensive expertise lies in corporate finance and securities laws, particularly in navigating the intricacies of companies traded on multiple exchanges such as TASE, Nasdaq, TSX, and the Official List in England. With over 28 years of experience collaborating with multinational corporations, he has amassed a wealth of knowledge in addressing the multifaceted legal, financial, and business intricacies characteristic of public companies. Mr. Kantor is dedicated to leveraging his considerable experience and insights to benefit both the Company and the Board.

Stan Simmons

Mr. Simmons is one of five members on the Lyles Construction Group (“LCG”) board of directors where a key responsibility is managing the accounting group and providing support for internal and external audits for Lyles Services Inc., American Paving Co., Lyles Utilities Inc., New England Sheet Metal, and W.M. Lyles Co. The aggregate of these companies exceeds $500M/yr. of annual revenue with a full complement of approximately 1,000 employees. Mr. Simmons has served on the LCG board of directors since 2011. During this time, LCG has used Deloitte as their outside auditor over the course of a number of years. The audited financials are a key metric of obtaining qualification as a public works contractor, and as such, Mr. Simmons is knowledgeable about both internal and GAAP procedures, as he has managed this group since 2011.

The Board has adopted a written charter for the Audit Committee that sets out the purpose, composition, authority and responsibility of our Audit Committee, consistent with NI 52-110. The Audit Committee assists the Board in discharging its oversight of:

the quality and integrity of our financial statements and related information;
the independence, qualifications and appointment of our external auditor;
our disclosure controls and procedures, internal control over financial reporting and management’s responsibility for assessing and reporting on the effectiveness of such controls;
our risk management processes;
monitoring and periodically reviewing our whistleblower policy, and
transactions with our related parties.

Our Audit Committee has access to all of our books, records, facilities and personnel and may request any information about us as it may deem appropriate. It also has the authority, in its sole discretion and at our expense, to retain and set the compensation of outside legal, accounting or other advisors as necessary to assist in the performance of its duties and responsibilities. Our Audit Committee also has direct communication channels with our Chief Financial Officer and our external auditors to discuss and review such issues as our Audit Committee may deem appropriate.

The information required by Form 52-110F1 of NI 52-110, including information regarding the fees billed to our Company by Deloitte LLP is contained in our annual information form for Fiscal 2024, under the heading “Audit Committee” an electronic copy of which is available on our SEDAR+ profile at www.sedarplus.ca.

GCN Committee

The GCN Committee consists of three (3) directors, all of whom are persons determined by the Board to be independent directors. Our GCN Committee is currently composed of:

Ronen Kantor (Chair);
Peter Gross, and
Stan Simmons.

The GCN Committee is charged with reviewing, overseeing and evaluating our corporate governance, compensation and nominating policies.

The Board believes that the members of the GCN Committee individually and collectively possess the requisite knowledge, skill and experience in governance and compensation matters, including human resource management, executive compensation

matters and general business leadership, to fulfill the GCN Committee’s mandate. All members of the GCN Committee have substantial knowledge and experience as current and former senior executives of large and complex organizations and on the boards of other publicly traded entities. The following table includes the details regarding the relevant education and experience of each member of our GCN Committee, including the direct experience that is relevant to each committee member’s responsibilities in executive compensation.

Name	Relevant Skills and Experience
Ronen Kantor (Chair)	Mr. Kantor’s extensive expertise lies in corporate finance and securities laws, particularly in navigating the intricacies of companies traded on multiple exchanges such as TASE, Nasdaq, TSX, and the Official List in England. With over 28 years of experience collaborating with multinational corporations, he has amassed a wealth of knowledge in addressing the multifaceted legal, financial, and business intricacies characteristic of public companies. Mr. Kantor is dedicated to leveraging his considerable experience and insights to benefit both the Company and the Board.
Peter Gross	Mr. Gross is a former Chief Executive Officer of RWL Water USA with 30 years’ experience running infrastructure related water/wastewater businesses. He is currently acting as Interim Chief Executive Officer of Cerafiltec GmbH, a global water filtration company. He is a member of three boards and head of the Audit Committee for Anaergia. Mr. Gross has served as Audit Committee member for two (2) years prior and has developed compensation packages for various C-level position including the hiring of two Chief Executive Officers.
Stan Simmons	As one of five members on the LCG board of directors, Mr. Simmons is accountable for setting the compensation of all managers from entry level to respective Presidents of Lyles Services Inc., American Paving Co., Lyles Utilities Inc., New England Sheet Metal, and W.M. Lyles Co. The aggregate of these companies exceeds $500M/yr. of annual revenue with a full complement of approximately 1,000 employees. Mr. Simmons has served on the LCG board of directors since 2011. In his capacity on the LCG board of directors he has used Fails Management Institute and other consulting firms to provide insights and metrics of industry standards of payment for management employees in the LCG fields of construction-Water/Wastewater/ Power/ Civil Engineering/ HVAC including support businesses such as Risk Management (legal/Contracts), Human Resources, Information Technologies, Safety industries, and Accounting.

The Board has adopted a written charter for the GCN Committee that sets forth the purpose, composition, authority and responsibility of our GCN Committee consistent with National Policy 58-201 – Corporate Governance Guidelines. Our GCN Committee’s purpose is to assist the Board in:

the appointment, performance, evaluation and compensation of our senior executives;
the recruitment, development and retention of our senior executives;
maintaining talent management and succession planning systems and processes relating to our senior management;
developing a compensation structure for our senior executive officers including salaries, annual and long-term incentive plans including plans involving share issuances and other share-based awards;
establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices;
reviewing and discussing at least annually the relationship between risk management and compensation, and evaluating the effectiveness of compensation policies and practices;
assessing the compensation of our directors;
developing benefit, retirement and savings plans;
developing our corporate governance guidelines and principles and providing us with governance leadership;
identifying and overseeing the recruitment of candidates qualified to be nominated as members of the Board;
reviewing the structure, composition and mandate of Board committees, and
evaluating the performance and effectiveness of the Board and its committees.

Our GCN Committee is responsible for establishing and implementing procedures to evaluate the performance and effectiveness of the Board, committees of the Board and the contributions of individual Board members. Our GCN Committee

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has access to all of our books, records, facilities and personnel and may request any information about the Company as it may deem appropriate. The GCN Committee also takes reasonable steps to evaluate and assess, on an annual basis, directors' performance and effectiveness of the Board, committees of the Board, individual Board members, the Chair and committee chairs. The assessment addresses, among other things, individual director independence, individual director and overall Board skills, and individual director financial literacy. The Board receives and considers the recommendations from the GCN Committee regarding the results of the evaluation of the performance and effectiveness of the Board, committees of the Board, individual Board members, the Chair and committee chairs. In identifying new candidates for the Board, the GCN Committee considers what competencies and skills the Board, as a whole, should possess and assesses what competencies and skills each existing director possesses, considering the Board as a group, and the personality and other qualities of each director, as these may ultimately determine the boardroom dynamic. The GCN Committee is also responsible for orientation and continuing education programs for the Company's directors.

For information on the process by which the GCN Committee and the Board determine the compensation of our directors and executive officers, see "Director Compensation" and "Executive Compensation" below.

DIRECTOR TERM LIMITS AND OTHER MECHANISMS OF BOARD RENEWAL

Directors are to be elected at each annual meeting of Shareholders to hold office for a term expiring at the close of the next annual meeting, or until a successor is appointed or elected, and will be eligible for re-election. Other than the nominees, which may be nominated by Marny Holdco and/or Dr. Andrew Benedek pursuant to its respective nomination rights as described above, nominees will be nominated by the GCN Committee, in each case for election by Shareholders as directors in accordance with the provisions of our constating documents and applicable corporate and securities laws. All nominees who are nominated, whether by Marny Holdco, Dr. Andrew Benedek, or the GCN Committee, will be included in the proxy-related materials to be sent to Shareholders prior to each annual meeting of Shareholders.

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 GCN Committee seeks to maintain the composition of the Board in a way that provides, in its judgment, the best mix of skills and experience to provide for our overall stewardship. The GCN Committee is also expected to conduct a process for the assessment of the Board, each committee and each director regarding his, her or its effectiveness and performance, and to report evaluation results to the Board. See also "Diversity" below.

ORIENTATION AND CONTINUING EDUCATION

To maintain reasonable assurance that every new director engages in a comprehensive orientation process and that all directors are provided with continuing education opportunities, the GCN Committee has implemented an orientation program for new directors under which a new director will meet with the Chair, the lead director, members of senior management and our secretary. New directors will be provided with comprehensive orientation and education as to the nature and operation of our business, the role of the Board and its committees and the contribution that an individual director is expected to make. The GCN 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 committee is responsible for coordinating orientation and continuing director development programs relating to the GCN Committee's mandate.

In addition, Board members are expected to keep themselves current with industry trends and developments and are encouraged to communicate with management and, where applicable, auditors, advisors and other consultants of the Company. Board members have access to the Company's in-house and external legal counsel in the event of any questions or matters relating to the Board members' corporate and director responsibilities and to keep themselves current with changes in legislation.

ETHICAL BUSINESS CONDUCT

We have adopted a written code of business conduct and ethics (the "Code of Conduct") that applies to all of our directors, officers and employees. The objective of the Code of Conduct is to provide guidelines for maintaining our integrity, reputation, honesty, objectivity and impartiality. The Code of Conduct addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with shareholders, competitors and employees, insider trading, compliance with laws and reporting

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any illegal or unethical behaviour. As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential or the appearance of conflicts of interest. The Board has ultimate responsibility for the stewardship of the Code of Conduct and it monitors compliance through the GCN Committee. Directors, officers and employees are required to annually certify that they have not violated the Code of Conduct.

The Code of Conduct is available on our website at investors.anaergia.com and on SEDAR+ at www.sedarplus.ca.

DIVERSITY

The GCN Committee believes that having a diverse Board and senior management offers a depth of perspective and enhances Board and management operations. The GCN Committee identifies candidates for the Board and management that possess skills with the greatest ability to strengthen the Board and management. We are focused on continually increasing diversity within the Company.

The GCN Committee does not currently specifically define diversity, but values diversity of experience, perspective, education, race, gender and national origin as part of its overall annual evaluation of director nominees for election or re-election as well as candidates for management positions. Accordingly, the Board has adopted a written diversity policy (the "Diversity Policy") which outlines its approach to achieving and maintaining diversity on the Board and ensures that our recruitment practices reflect our commitment to diversity. Gender and geography are of particular importance to us in ensuring diversity within the Board and management. Recommendations concerning director nominees are, foremost, based on merit and performance, but diversity is taken into consideration, as it is beneficial that a diversity of backgrounds, views and experiences be present at the Board and management levels.

We attempt to recruit and select Board and management candidates that have the required business understanding and experience and are diverse and inclusive, valuing differences based on gender, age, ethnicity, race, religion, disability and sexual orientation. However, the Board does not support fixed percentages for any selection criteria, as the composition of the Board and management is based on the numerous factors established by the selection criteria, and it is ultimately the skills, experience, character and behavioural qualities that are most important to determining the value which an individual could bring to the Board or management.

The GCN Committee is responsible for implementing the Diversity Policy, monitoring progress towards the achievement of its objectives and recommending to the Board any necessary changes that should be made to the policy. Through the Diversity Policy, the Company has established a framework that will enable the evolution of a diverse Board, executive management, and corporate organization generally, as a more sustainable approach to improving diversity. At our senior management level (excluding NEOs), approximately 5.5% (one (1) out of nineteen (19) members) of our senior management team members are female. This is a reflection of the fact that, in our business, technical skills are key at senior management levels and there is a limited number of people with relevant experience who are available, regardless of gender. As of the date of this Circular, approximately 14% (one (1) out of seven (7) members) of our Board members is female and none of our executive officers is female.

The Board is mindful of the benefit of diversity on the Board and management and the need to maximize the effectiveness of the Board and management and their respective decision-making abilities. Accordingly, among several factors considered in the search process, the GCN Committee considers the level of female representation and diversity on the Board and management in searches for new directors. This is achieved through continuously monitoring the level of female representation on the Board and in senior management positions and, where appropriate, recruiting qualified female candidates as part of our overall recruitment and selection process to fill Board or senior management positions, as the need arises, through vacancies, growth or otherwise.

Notwithstanding the aforementioned practices and policy on recruitment, selection and diversity, the Board is aware that systemic or unconscious bias may exist within any company and is taking steps to seek out such awareness at Anaergia.

The Diversity Policy is available on our website at investors.anaergia.com.

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DISCLOSURE POLICY

The Board has adopted a disclosure policy (the “Disclosure Policy”) to deal with the timely dissemination of all material information. The Disclosure Policy, which will be reviewed annually, establishes consistent guidance for determining what information is material and how it is to be disclosed to avoid selective disclosure and to ensure wide dissemination. The Board, directly and through its committees, reviews and approves the contents of major disclosure documents, including annual and interim consolidated financial statements, prospectuses, the annual information form, management’s discussion and analysis and the management information circular. The Company seeks to communicate to its Shareholders through these documents as well as by means of news releases, its website and investor relations calls and meetings.

The Disclosure Policy is available on our website at investors.anaergia.com.

Disclosure Committee

A Disclosure Committee, comprising senior management of the Company, oversees the Company’s disclosure process as outlined in the Disclosure Policy. The Disclosure Committee’s mandate includes ensuring that effective controls and procedures are in place to allow the Company to satisfy all of its continuous disclosure obligations, including certification requirements. The Disclosure Committee is also responsible for ensuring that the policies and procedures contained in the Disclosure Policy are in compliance with regulatory requirements. The Audit Committee is responsible for reviewing the Company’s disclosure relating to financial reporting.

EXECUTIVE COMPENSATION

INTRODUCTION

The following discussion describes the significant elements of the compensation that our Board has adopted for our Named Executive Officers (“NEOs”) during Fiscal 2024. On June 24, 2024, Mr. Hodson departed from the role of Chief Executive Officer, and Assaf Onn was appointed Chief Executive Officer.

NAMED EXECUTIVE OFFICERS FOR FISCAL 2024

The following table sets forth our NEOs in respect to Fiscal 2024.

Name	Title
Ohad Epschtein^{(1)}	Executive Chairman
Dr. Andrew Benedek^{(2)}	Former Executive Chairman
Assaf Onn^{(3)}	Chief Executive Officer
Brett Hodson^{(4)}	Former Chief Executive Officer
Greg Wolf^{(5)}	Chief Financial Officer
Andrew Spence^{(6)}	Former Chief Financial Officer
Hani El-Kaissi	Chief Development Officer
Dr. Yaniv Scherson	Chief Operating Officer
Scott Hodgdon^{(7)}	General Counsel
Thor Erickson^{(8)}	Former General Counsel
Kunal C. Shah^{(9)}	Former Chief Growth Officer

Notes:
(1) Ohad Epschtein was appointed as Executive Chairman on July 29, 2024
(2) Dr. Andrew Benedek served as Chief Executive Officer from the Company’s founding to June 20, 2023. Dr. Andrew Benedek was appointed as Executive Chairman on June 20, 2023 and resigned from that role on July 29, 2024

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(3) Assaf Onnnwas appointed Acting Chief Executive Officer on June 26, 2024. Mr. Onn’s executive compensation in 2024 was prorated for the period during which he served as Chief Executive Officer. For details on the compensation Mr. Onn earned in his capacity solely as a director of the Board from April 1, 2024, to June 24, 2024, see the “Director Compensation Table” in the Director Compensation section.

(4) Brett Hodson departed the role of Chief Executive Officer on June 24, 2024

(5) Greg Wolf was appointed Acting Chief Financial Officer on July 6, 2024 and was appointed Chief Financial Officer on August 13, 2024

(6) Andrew Spence resigned as Chief Financial Officer effective July 6, 2024

(7) Scott Hodgdon was appointed General Counsel effective October 21, 2024

(8) Thor Erickson resigned as General Counsel effective October 21, 2024 and served as Senior Counsel until December 6, 2024

(9) Kunal Shah resigned as Chief Growth Officer on November 13, 2024

COMPENSATION DISCUSSION AND ANALYSIS

Overview

We operate in a highly competitive and evolving market. To succeed in this market and achieve our strategic business and financial objectives, we need to attract, retain and motivate a highly talented executive team. Our executive compensation program is designed to achieve the following objectives:

provide compensation opportunities in order to attract and retain talented, high-performing and experienced executive officers, whose knowledge, skills and performance are critical to our success;
motivate our executive team to achieve our strategic business and financial objectives;
align the interests of our executive officers with those of our Shareholders by tying a meaningful portion of compensation directly to the long-term value and growth of our business, and
provide incentives that encourage appropriate levels of risk-taking by our executive team.

We offer our executive officers cash compensation in the form of base salary, an annual bonus and equity-based compensation. We expect to continue to grant to our executive officers long-term incentives consisting of Options, RSUs and PSUs under the Omnibus Plan. We believe that these equity-based compensation awards motivate our executive officers to achieve our strategic business and financial objectives, and also align their interests with the long-term interests of our Shareholders. No Options nor PSUs were granted to the NEOs in respect of Fiscal 2024.

While we have determined that our current executive officer compensation program is effective at attracting and retaining executive officer talent, we evaluate our compensation philosophy and compensation program on an ongoing basis to ensure that we are providing competitive compensation opportunities. Our executive compensation program rewards different aspects of performance critical to the execution of our strategy. The objectives of each element are linked to our guiding principles and provide a competitive compensation program that attracts and retains key talent to deliver on our long-term strategic plan.

Compensation-Setting Process

The GCN Committee is responsible for assisting our Board in fulfilling its governance and supervisory responsibilities, and overseeing our human resources, succession planning and compensation policies, processes and practices. The GCN Committee is also responsible for ensuring that our compensation policies and practices provide an appropriate balance of risk and reward consistent with our risk profile.

The Board has adopted a written charter for the GCN Committee setting out its responsibilities for administering our compensation programs and reviewing and making recommendations to our Board concerning the level and nature of the compensation payable to our directors and executive officers. The GCN Committee’s oversight includes reviewing objectives, evaluating performance and ensuring that total compensation paid to our executive officers, personnel who report directly to our Chief Executive Officer and various other key officers and managers is fair, reasonable and consistent with the objectives and philosophy of our compensation program.

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Our Chief Executive Officer makes recommendations to the GCN Committee each year with respect to the compensation for the other NEOs, taking into account salary, bonus and long-term incentive opportunities and previously granted compensation

The GCN Committee meets annually to review the compensation program and make recommendations for any changes to the Board, as appropriate. As part of the GCN Committee’s annual review of the compensation program, the GCN Committee may engage an independent compensation consultant to evaluate the Company’s executive compensation program against market practice.

RISK AND EXECUTIVE COMPENSATION

The GCN Committee meets annually to review the compensation program and to consider the relationship between risk management and compensation. In reviewing our compensation policies and practices each year, the GCN Committee seeks to ensure that our executive compensation program provides an appropriate balance of risk and reward consistent with the risk profile of the Company and that our compensation policies do not encourage excessive risk-taking behaviour by our executive team. The GCN Committee assesses the impact of the Company’s compensation program on risk-taking to ensure the program does not incentivize risk-taking beyond the Company’s risk tolerance. The GCN Committee has concluded that there do not appear to be significant risks arising from the Company’s compensation program that are likely to have a material adverse effect on the Company.

GOVERNANCE POLICIES

Share Ownership Guidelines

Our executive officers, including the NEOs, are expected to maintain a significant equity investment in Anaergia to align their interests with those of our Shareholders, and mitigate against the likelihood of inappropriate risk-taking.

We have established director and executive officer share ownership guidelines (the “Guidelines”) to further align the interests of directors (who are not employee directors) and executive officers with those of our Shareholders. The Guidelines define a minimum equity ownership level based on a multiple of base salary in accordance with the executive officer’s level of seniority. Executive officers are expected to meet the prescribed ownership levels within five (5) years of the later of: (i) June 23, 2021 (the closing of our initial public offering); and (ii) the date of their appointment to an executive position. In determining ownership, Shares that are beneficially owned, along with the value of RSUs and Options, are included.

The following table shows the Guidelines in respect of the NEOs:

Level	NEO	Share Ownership Guideline (% of base salary)	Date at which Share Ownership Guideline is to be met	Has Share Ownership Guideline been met?^{(1)}
Chief Executive Officer	Assaf Onn	300%	June 24, 2029	In Progress
Chief Financial Officer	Greg Wolf	300%	July 6, 2029	In Progress
Executive Chairman	Ohad Epschtein	300%	July 29, 2029	Achieved
Chief Development Officer	Hani El-Kaissi	300%	June 23, 2026	In Progress
Chief Operating Officer	Dr. Yaniv Scherson	300%	June 23, 2026	In Progress
General Counsel	Scott Hodgdon	300%	October 21, 2029	In Progress

Note:
(1) Based on the closing price of the Company Shares on the TSX on April 28, 2025, which was $1.09 per Share

Trading Restrictions

Anaergia has an insider trading policy (the “Insider Trading Policy”) which applies to all of our directors and employees, including our executive officers. The Insider Trading Policy:

prohibits trading in our securities while in possession of undisclosed material information about the Company;
prohibits trading in our securities without first applying for and receiving written clearance from the Company, and
prohibits individuals from entering into certain types of hedging transactions involving the securities of the Company, such as short sales, puts and calls.

In addition, our executive officers, including the NEOs, are only permitted to trade in the Company’s securities during prescribed trading windows and as otherwise permitted under the Insider Trading Policy.

Hedging Policy

The Insider Trading Policy provides that the directors, officers and employees of Anaergia may not, at any time, purchase financial instruments, including prepaid variable forward contracts, instruments for short sale or purchase or sale of call or put options, equity swaps, collars, or units of exchangeable funds, that are designed to hedge or offset a decrease in the market value of equity securities granted to such persons as compensation or of any other securities of Anaergia held directly or indirectly by such person.

Clawback Policy

Anaergia has a clawback policy (the “Clawback Policy”) which applies to incentive awards made to current and former executive officers, including the NEOs, and other individuals as determined by the Board from time to time in its sole discretion.

The Board has defined a number of reasons for which it may pursue a clawback of a covered individual’s incentive awards. Under the Clawback Policy, a clawback may be triggered, without limitation, if a covered individual:

engages in misconduct that results in the need to restate our financial statements where the individual received an award calculated on the achievement of those financial statements and the award received would have been lower had the financial statements been properly reported;
commits a material breach of our Code of Conduct;
engages in gross negligence, fraud, theft, dishonesty or willful misconduct, or
is convicted of a criminal offence or certain statutory offences.

The Clawback Policy requires that when a clawback is triggered, Anaergia shall be entitled, at the sole discretion of the Board, to repayment by the covered individual of all of the incentive payments received over a specified period preceding the triggering event.

COMPONENTS OF COMPENSATION

The compensation of our executive officers includes three major elements: (i) base salary; (ii) short-term incentives, consisting of an annual bonus; and (iii) long-term equity incentives, consisting of Options, PSUs and/or RSUs. Perquisites and benefits do not comprise a significant element of compensation for our executive officers.

Base Salaries

Base salary is provided as a fixed source of compensation for our executive officers. Base salaries are determined on an individual basis taking into account the scope of the executive officer’s responsibilities and their prior experience. Base salaries are reviewed annually by the Board and may be increased based on the executive officer’s success in meeting or exceeding individual objectives, as well as to maintain market competitiveness. In addition, 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.

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Annual Bonuses

Annual bonuses are designed to motivate our executive officers to meet our strategic business and financial objectives generally and our annual financial performance targets in particular. Annual bonus targets are set as a percentage of the relevant executive officer's base salary, which varies based on his or her position. Individual annual bonus payouts will be higher or lower than the target amount depending on the level of achievement of the applicable performance targets. Subject to determination by the Board, the Company plans to make a minimum of 75% of annual bonus payments to NEOs in RSUs. Pursuant and subject to the Omnibus Plan, NEOs and other employees are permitted to defer the portion of their annual bonuses to be received in cash in the form of RSUs (subject to applicable law) and, if such election is made, the individual will be provided with 30% more RSUs than the RSUs that would be equivalent to the applicable cash payment. Bonus payments are determined by the Board on the recommendation of the GCN Committee.

Name	Fiscal 2024 Target Bonus (% base salary)
Ohad Epschtein^{(1)}, Executive Chairman	100%
Dr. Andrew Benedek^{(2)}, Director	75%
Assaf Onn^{(3)}, Chief Executive Officer	100%
Brett Hodson^{(4)}, Former Chief Executive Officer	100%
Greg Wolf^{(5)}, Chief Financial Officer	?50%
Andrew Spence^{(6)}, Former Chief Financial Officer	50%
Hani El-Kaissi, Chief Development Officer	50%
Dr. Yaniv Scherson, Chief Operating Officer	50%
Scott Hodgdon^{(7)}, General Counsel	40%
Thor Erickson^{(8)}, Former General Counsel	40%
Kunal C. Shah^{(9)}, Former Chief Growth Officer	40%

Notes:
(1) Ohad Epschtein was appointed as Executive Chairman on July 29, 2024
(2) Dr. Andrew Benedek served as Chief Executive Officer from the Company's founding to June 20, 2023. Dr. Andrew Benedek was appointed as Executive Chairman on June 20, 2023 and resigned from that role on July 29, 2024
(3) Assaf Onn was appointed Acting Chief Executive Officer on June, 26, 2024 and was appointed Chief Executive Officer on August 13, 2024
(4) Brett Hodson departed the role of Chief Executive Officer on June 24, 2024
(5) Greg Wolf was appointed Acting Chief Financial Officer on July 6, 2024 and was appointed Chief Financial Officer on August 13, 2024
(6) Andrew Spence resigned as Chief Financial Officer effective July 6, 2024
(7) Scott Hodgdon was appointed General Counsel effective October 21, 2024
(8) Thor Erickson resigned as General Counsel effective October 21, 2024 and served as Senior Counsel until December 6, 2024
(9) Kunal resigned as Chief Growth Officer on November 13, 2024

See “Summary Compensation Table” below.

Long-Term Incentive Plans

Omnibus Plan

In connection with our initial public offering, we established the Omnibus Plan. The Omnibus Plan provides eligible participants with compensation opportunities that encourage ownership of the Shares, enhance our ability to attract, retain and motivate our executive officers and other key management and incentivize them to increase our long-term growth and equity value in alignment with the interests of Shareholders. The material features of the Omnibus Plan are summarized below. As at December 31, 2024, 5,355,588 have been granted under the Omnibus Plan (net of vested exercised and cancelled awards),

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representing approximately 3.2% of the then issued and outstanding Shares. As at December 31, 2024, no Options, PSUs or DSUs have been granted under the Omnibus Plan.

As of the date hereof, 4,579,997 aggregate Common Shares remain available for future issuance under the Omnibus Plan, representing approximately 2.7% of the issued and outstanding Shares.

Administration and Eligibility

The Omnibus Plan is administered by our Board, provided that the Board may, in its discretion, delegate its administrative powers under the Omnibus Plan to the GCN Committee. The day-to-day administration of the Omnibus Plan may be delegated to such officers and employees of the Company as the Board determines.

The Board approves all grants of awards to eligible participants under the Omnibus Plan. Employees, officers, directors and consultants of the Company and its subsidiaries are eligible to participate in the Omnibus Plan. The GCN and the Board take into account previous grants to employees, including our named executive officers, when considering new grants of awards.

Participation Limits

The maximum number of Common Shares that are available for issuance under the Omnibus Plan is 10% of the issued and outstanding Shares from time to time, less the number of Common Shares underlying Legacy Options granted under the Legacy Option Plan.

Common Shares underlying Options that have been exercised, expired or have been cancelled will become available for subsequent issuance under the Omnibus Plan. Common Shares underlying RSUs, PSUs and DSUs that have expired or have been cancelled or settled will become available for subsequent issuance under the Omnibus Plan. As a result, the Omnibus Plan is considered an evergreen plan pursuant to the rules of the TSX. The TSX requires that we seek approval of all unallocated awards under the Omnibus Plan at this Meeting, and every three (3) years thereafter, from a majority of the votes cast by Shareholders.

The aggregate number of Common Shares that may be: (i) issued to insiders of the Company within any one (1) year period under the Omnibus Plan, or (ii) issuable to insiders at any time, in each case, under the Omnibus Plan alone or together with any other security-based compensation arrangement of the Company, cannot exceed 10% of the aggregate outstanding Shares.

No more than 5% of the Common Shares may be issued under the Omnibus Plan alone, or when combined with any other security-based compensation arrangement of the Company, to any one person.

Options

The exercise price for Options will be determined by the Board, which may not be less than the fair market value of a Common Share (being the closing price of a Common Share on the TSX on the last trading day immediately prior to the applicable date (the "Market Value")) on the date the Option is granted. However, if an Option is approved during a blackout period, the grant date will not be earlier than the sixth (6th) trading day immediately following the expiration of the blackout period and the exercise price will not be less than the volume-weighted average trading price of the Company Shares on the TSX on the five (5) trading days immediately preceding the grant date. Options will vest in accordance with the vesting schedule established by the Board on the grant date, which is generally expected to be 20% on each anniversary of the grant date.

Options must be exercised within a period fixed by the Board that may not exceed ten (10) years from the date of grant, provided that if the expiry date falls during a blackout period, the expiry date will be automatically extended until ten (10) business days after the end of the blackout period. The Omnibus Plan will also provide for earlier expiration of Options upon the occurrence of certain events, including the termination of a participant's employment or service.

In order to facilitate the payment of the exercise price of the Options, the Omnibus Plan contains a cashless exercise feature. Pursuant to the cashless exercise feature, to the extent permitted by the Board and as permitted by applicable law, a participant may elect to receive: (i) an amount in cash equal to the cash proceeds realized upon the sale of the Common Shares underlying the Options by a securities dealer in the capital markets, minus the aggregate exercise price, any applicable withholding taxes

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and any transfer costs charged by the securities dealer, (ii) an aggregate number of Common Shares that is equal to the number of Common Shares underlying the unexercised Options, minus the number of Common Shares sold by a securities dealer in the capital markets as required to realize cash proceeds equal to the aggregate exercise price, any applicable withholding taxes and any transfer costs charged by the securities dealer, or (iii) a combination of clauses (i) and (ii). Additionally, vested Options can be exercised by payment in full of the applicable exercise price in cash or by certified check, bank draft or money order payable to the Company or by such other means as might be specified from time to time by the Board.

RSUs and PSUs

An RSU is a right to acquire a Common Share or, at the discretion of the Company, a cash payment equal to the Market Value thereof that generally becomes vested, if at all, following a period of continuous employment or service. 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. Directors who are neither employees nor consultants are not eligible to receive PSUs under the Omnibus Plan.

The terms and conditions of grants of RSUs or PSUs, including the quantity, type of award, grant date, vesting conditions, vesting schedule, settlement date and other terms and conditions with respect to the awards, will be set out in the participant's grant agreement. RSUs will vest in accordance with the vesting schedule established on the grant date, which is generally expected to be on the third (3rd) anniversary of the grant date. In the case of PSUs, the performance period is generally expected to be three (3) years with vesting to occur on the third (3rd) anniversary of the grant date, subject to the attainment of the performance-related vesting conditions, which may include our financial or operational performance, total shareholder return, individual performance criteria or other criteria as determined by the Board.

Subject to the achievement of the applicable vesting conditions, on the settlement date of an RSU or PSU, we will either: (i) issue from treasury the number of Common Shares that is equal to the number of vested RSUs or PSUs and related DSUs held by the participant as at the vesting date, as fully paid and non-assessable Common Shares; (ii) deliver to the participant an amount in cash that is equal to the number of the vested RSUs or PSUs and related DSUs multiplied by the Market Value as at the vesting date, minus any applicable withholding taxes; or (iii) a combination of (i) and (ii).

DSUs

When dividends (other than share dividends) are paid on Shares, DSUs will be automatically granted to each participant who holds RSUs or PSUs on the record date for such dividends. This treatment does not apply to Options. The number of DSUs to be granted to a participant is equal to the aggregate number of RSUs and PSUs held by the participant on the relevant record date multiplied by the amount of the dividend paid by the Company on each Share, and then divided by the Market Value on the dividend payment date. DSUs granted to a participant will be subject to the same vesting conditions applicable to the related RSUs or PSUs.

Termination of Employment

Unless otherwise determined by the Board, upon a participant's termination of employment or services for cause, or a participant's resignation (except with respect to a participant who is a non-employee director), all rights, title and interest in awards granted to the participant under the Omnibus Plan that are outstanding on the termination date (whether vested or unvested) will be forfeited. If a participant is a non-employee director and resigns, Options that have vested as of the termination date may be exercised until the earlier of 90 days after the termination date and the expiry date of the Options, after which time all remaining vested Options will expire and any vested RSUs and PSUs (and related DSUs) will be settled.

Unless otherwise determined by the Board, upon a participant's termination of employment or services without cause, all rights, title and interest in Options granted to the participant under the Omnibus Plan that are unvested on the termination date will be forfeited. Options that have vested as of the termination date may be exercised until the earlier of 90 days after the termination date and the expiry date of the Options, after which time all remaining vested Options will expire.

Unless otherwise determined by the Board, upon a participant's termination of employment or services as a result of death or disability, all rights, title and interest in Options granted to the participant under the Omnibus Plan which are unvested on his or her last day of employment or services, will be forfeited. Options that have vested as of the last day of employment or

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services may be exercised until the earlier of 12 months after the last day of employment or services and the expiry date of the Options, after which time all Options will expire.

Unless otherwise determined by the Board, upon a participant’s termination of employment or services without cause or as a result of death or disability, a pro rata portion of the participant’s unvested RSUs and PSUs (and related DSUs) will vest and be settled. The number of unvested RSUs and related DSUs that will vest and be settled will be based on the number of days elapsed between the grant date and the termination date and the number of PSUs and related DSUs that will vest and be settled will be based on performance achieved up to the last completed fiscal year prior to the termination date.

Change of Control

If a participant’s employment is terminated without cause within 12 months following a change of control of the Company, all RSUs and PSUs (and related DSUs) granted to the participant under the Omnibus Plan will immediately vest and be settled (based on the performance achieved up to the termination date in respect of PSUs) and all Options will immediately vest and be exercisable until the earlier of 12 months after the termination date and the expiry date of the Options, after which time all Options will expire. The Strategic Investment constituted a change of control under the terms of the Omnibus Plan.

In the event of a change of control of the Company, the Board has the authority to take all necessary steps to ensure the preservation of the economic interests of the participants in, and to prevent the dilution or enlargement of, any awards granted under the Omnibus Plan, including ensuring that the Company or any entity which is or would be the successor to the Company or which may issue securities in exchange for the Common Shares upon the change of control will assume each outstanding award, or provide each participant with new, replacement or amended awards which will continue to vest following the change of control on similar terms and conditions as provided in the Omnibus Plan, failing which all outstanding awards will vest and be settled (having regard to the performance achieved prior to the change of control in respect of PSUs) or be exercisable, as applicable, prior to the date on which the change of control is consummated.

Adjustments

In the event of any corporate event or transaction involving the Company or an affiliate, such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split-up, spin-off, combination of shares, exchange of shares, dividend in kind, extraordinary cash dividend, amalgamation or other like change in capital structure (other than normal cash dividends to shareholders), or any similar corporate event or transaction (collectively, “Adjustment Events”), the Board, to prevent dilution or enlargement of participants’ rights under the Omnibus Plan, will substitute or adjust, in its sole discretion: (i) the number and kind of shares or other securities that may be granted pursuant to awards; (ii) the number and kind of shares or other securities subject to outstanding awards; (iii) the exercise price applicable to outstanding Options; (iv) the number of RSUs and PSUs (and related DSUs) in the participants’ share unit accounts; (v) the vesting of PSUs (and related DSUs); and/or (vi) other value determinations (including performance conditions) applicable to the Omnibus Plan or outstanding awards; provided however, that no adjustment will obligate the Company to issue or sell fractional securities.

Amendment or Discontinuance

The Board is able to amend any award outstanding under the Omnibus Plan or amend, suspend or terminate the Omnibus Plan, or any portion thereof, subject to applicable law and stock exchange rules that require the approval of Shareholders or any governmental or regulatory body, provided that no such action may be taken that materially adversely alters or impairs any rights of a participant under any award previously granted by us without the consent of such affected participant.

The Board is able to make amendments to the Omnibus Plan or to any award outstanding thereunder without seeking Shareholder approval, including, without limitation, housekeeping amendments, amendments to comply with applicable law or stock exchange rules, amendments necessary for awards to qualify for favourable tax treatment, amendments to include or modify a cashless exercise feature, amendments to the vesting, termination or early termination provisions of the Omnibus Plan, amendments to reduce or restrict participation in the Omnibus Plan or amendments necessary to suspend or terminate the Omnibus Plan. However, the following types of amendments will not be able to be made without obtaining Shareholder approval:

increasing the number of Common Shares reserved for issuance under the Omnibus Plan, except pursuant to an Adjustment Event;
removing or exceeding the insider participation limits;
permitting awards to be transferred or assigned other than for normal estate settlement purposes;
permitting the introduction or reintroduction of non-employee directors as eligible recipients of awards on a discretionary basis or increasing the limits previously imposed on non-employee director participation;
increasing the length of the period after a blackout period during which Options may be exercised;
reducing the exercise price of an Option or allowing for the cancellation and reissuance of an Option, which would be considered a repricing under the rules of the TSX, in each case, except pursuant to an Adjustment Event;
any amendment which would result in the exercise price for any Option being lower than the fair market value of the Common Shares at the grant date of the Option;
extending the expiry date of an award, except for an automatic extension of an award that expires during a blackout period;
any amendment which deletes or reduces the range of amendments which require approval by the shareholders of the Company under the amendment provision of the Omnibus Plan, or
any amendments required to be approved by security holders under applicable law or the rules, regulations and policies of the TSX.

Assignment

Except as required by law or otherwise determined by the Board, the rights of a participant under the Omnibus Plan are not transferable or assignable.

Legacy Option Plan

The Company previously granted Legacy Options to certain directors, officers and employees. Each outstanding Legacy Option represents a right to acquire a Share. No further equity-based incentive awards have been granted under the Legacy Option Plan since our initial public offering, and the Legacy Option Plan will be terminated following the exercise or expiry of all remaining outstanding Legacy Options. The material features of the Legacy Option Plan are summarized below.

As of December 31, 2024, 445,842 Legacy Options were outstanding under the Legacy Option Plan, representing approximately 0.3% of the aggregate number of the Common Shares and Multiple Voting Shares then issued and outstanding.

Administration and Eligibility

The Legacy Option Plan is administered by the Board, provided that the Board may, in its discretion, delegate its administrative powers under the Legacy Option Plan to the GCN Committee. The day-to-day administration of the Legacy Option Plan may be delegated to such officers and employees of the Company as the Board determines.

Employees, officers, directors and consultants of the Company and its subsidiaries are eligible to participate in the Legacy Option Plan.

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Legacy Options

The exercise price for each of the Legacy Options issued under the Legacy Option Plan is $0.01 per Common Share and Legacy Options must be exercised before the earlier of the fifteenth (15th) anniversary of the date of grant and December 31, 2025, unless forfeited earlier in connection with a termination of employment or service. Notwithstanding the foregoing, each Legacy Option that would expire during a blackout period will expire on the date that is ten (10) business days immediately following the expiration of the blackout period. All vested Legacy Options became exercisable in connection with closing of our initial public offering.

Termination of Employment

Unless otherwise determined by the Chief Executive Officer, upon a participant’s termination of employment or services for cause, or resignation (except with respect to a participant who is a non-employee director), all rights, title and interest in Legacy Options granted to the participant under the Legacy Option Plan that are outstanding on the termination date (whether vested or unvested) will be forfeited.

Unless otherwise determined by the Chief Executive Officer, upon a participant’s termination of employment or services without cause, all rights, title and interest in Legacy Options granted to the participant under the Legacy Option Plan that are unvested on the termination date will be forfeited. Legacy Options that have vested as of the last day of employment or services may be exercised until the earlier of 90 days after the last day of employment or services and the expiry date of the Legacy Options, after which time all Legacy Options will expire.

Unless otherwise determined by the Chief Executive Officer, upon a participant’s termination of employment or services as a result of death, all rights, title and interest in Legacy Options granted to the participant under the Legacy Option Plan which are unvested on his or her last day of employment or services, will be forfeited. Legacy Options that have vested as of the last day of employment or services may be exercised until the earlier of 12 months after the last day of employment or services and the expiry date of the Legacy Options, after which time all Legacy Options will expire.

If a participant’s employment is terminated without cause on or within 12 months following a change of control of the Company and before the expiry of the participant’s Legacy Options, all unvested Legacy Options held by the participant will immediately vest. The participant may within 12 months after his or her termination date, or such shorter period as is remaining in the term of the Legacy Options, exercise all Legacy Options held by the participant on his or her termination date. At the end of such 12-month period or such shorter period as is remaining in the term of the Legacy Options, all unexercised Legacy Options will expire.

Change of Control

In the event of a change of control of the Company, the Board has the authority to take all necessary steps to ensure the preservation of the economic interests of the participants in, and to prevent the dilution or enlargement of, any awards granted under the Legacy Option Plan, including ensuring that the Company or any entity which is or would be the successor to the Company or which may issue securities in exchange for the Common Shares upon the change of control will assume each outstanding award, or provide each participant with new, replacement or amended awards which will continue to vest following the change of control on similar terms and conditions as provided in the Legacy Option Plan, failing which all outstanding awards will vest and be exercisable prior to the date on which the change of control is consummated.

Assignment

Except as required by law or otherwise determined by the Board, the rights of a participant under the Legacy Option Plan are not transferable or assignable.

Benefit Plans

We provide our executive officers, including our NEOs, with life, disability, health and dental insurance programs on the same basis as other employees as well as paid time off. We offer these benefits consistent with local market practice.

Perquisites

We generally do not offer significant perquisites as part of our compensation program, unless otherwise described below under "Employment Agreements, Termination and Change of Control Benefits."

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid to the NEOs for the years ended December 31, 2024, 2023, and 2022.

Name and Principal Position	Fiscal Year	Salary ($)	Share-Based Awards(1) ($)	Option-Based Awards ($)	Non-Equity Incentive Plan Compensation		All Other Compensation (2) ($)	Total Compensation ($)
					Annual Incentive Plans ($)	Long-Term Incentive Plans ($)
Ohad Epschtein(3)Executive Chairman	2024	148,641	122,500	—	—	—	—	271,141
Dr. Andrew Benedek(4)Former Executive	2024	481,154	23,778	—	—	—	—	504,932
Chairman	2023	461,337		—	—	—	—	461,337
	2022	485,856	93,340	—	—	—	—	579,196
Assaf Onn (5)Chief Executive Officer	2024	239,752	122,500	—	—	—	150,235(2)	512,487
Brett Hodson (6)Former Chief Executive Officer	2024	1,203,688	—	—	—	—	11,942	1,215,630
	2023	372,115	2,400,000	—	—	—	10,395	2,782,510
Greg Wolf(7)Chief Financial Officer	2024	538,532	85,750	—	—	—	3,873	628,155
Andrew Spence(8)Former Chief Financial Officer	2024	435,599	—	—	—	—	—	435,599
	2023	222,100	210,000					432,100
Hani El-Kaissi(9)Chief Development Officer	2024	467,148	199,500	—	—	—	17,298	683,947
	2023	421,868,	185,85093,	—	—	—	16,841	624,559
	2022	411,091	340	—	—	—	16,380	520,811
Dr. Yaniv SchersonChief Operating Officer	2024	532,201	285,000	—	—	—	16,150	833,351
	2023	429,489	196,350	—	—	—	12,620	638,459
	2022	403,674	93,340	—	—	—	13,557	510,570
Scott Hodgdon(10)General Counsel	2024	77,456	141,000	—	—	—	—	218,456
Thor Erickson(11)Former General Counsel	2024	608,975	—	—	—	—	19,851	628,826
	2023	435,428	63,000	—	—	—	14,517	512,945
	2022	328,854	71,800	—	—	—	13,242	413,896
Kunal C. Shah(12)Former Chief Growth Officer	2024	354,022	—	—	—	—	77,658	431,680
	2023	345,911	203,745	—	—	—	81,218	630,874
	2022	329,657	114,571	—	—	—	62,053	506,282

The amounts represented under "All Other Compensation" include Company-matched contributions to the NEO's retirement plan, deferred profit sharing plan contributions for NEOs employed in Canada and 401(k) contributions for NEOs employed in the U.S.

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Figures are presented in Canadian dollars and have been converted from United States dollars using the exchange rate in effect on December 31, 2024 of US$1.00 = C$1.438476676, and Singapore dollar (“SGD”) 1.00 = C$1.053592866

Notes:

(1) The amounts disclosed under “Share-based awards” represents the fair value as calculated under International Financial Reporting Standards 2, Share-based Payments. The standard requires that the fair value for RSU grants use the aggregate grant date fair value of RSUs as calculated in accordance with the Omnibus Plan’s definition of fair market value. The Omnibus Plan’s definition of fair value is the closing price of the Common Shares on the TSX on trading day immediately preceding the grant date

(2) None of the 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, other than Kunal C. Shah who received housing allowances valued at $64,988 in 2024, $57,435 in 2023 and $51,209 in 2022. The methodology used to compute the aggregate incremental cost to the Company is actual cash payment based on indicated reimbursement request

(3) Ohad Epschtein was appointed as Executive Chairman on July 29, 2024

(4) Dr. Andrew Benedek served as Chief Executive Officer from the Company’s founding to June 20, 2023. Dr. Andrew Benedek was appointed as Executive Chairman on June 20, 2023 and resigned from that role on July 29, 2024

(5) Assaf Onn was appointed Acting Chief Executive Officer on June, 26, 2024 and was appointed Chief Executive Officer on August 13, 2024. Compensation includes a sign on bonus of 134,857

(6) Brett Hodson was appointed as the Chief Executive Officer on June 20, 2023. Mr. Hodson departed from that role on June 24, 2024

(7) Greg Wolf was appoint Acting Chief Financial Officer on July 6, 2024 and was appointed Chief Financial Officer on August 13, 2024. Compensation includes consulting fees prior to appointment as Chief Financial Officer

(8) Andrew Spence was appointed as Chief Financial Officer on June 12, 2023 and resigned effective July 6, 2024

(9) Hani El-Kaissi served as Chief Financial Officer from the completion of our initial public offering on June 23, 2021 to October 17, 2022. In connection with Ms. Myson’s resignation, Mr. El-Kaissi served as the acting Chief Financial Officer from April 18, 2023 to June 12, 2023

(10) Scott Hodgdon was appointed General Counsel effective October 21, 2024

(11) Thor Erickson resigned as General Counsel effective October 21, 2024 and as Senior Counsel effective December 6, 2024

(12) Kunal Shah resigned as Chief Growth Officer effective November 13, 2024

Termination and Change of Control Benefits

For a summary of the termination and change of control benefits provided under each long-term incentive plan, please refer to the section “Components of Compensation – Long-Term Incentive Plans” above. For a summary of the termination benefits provided under the NEOs’ employment agreements, please refer to the section “Employment Agreements, Termination and Change of Control Benefits” below.

Performance Graph

The following graph compares the Company's cumulative total shareholder return to the S&P/TSX Composite Total Return Index, assuming reinvestment of any dividends and considering a $100 investment on June 23, 2021, being the date the Common Shares began trading on the TSX (symbol: ANRG). The S&P/TSX Composite Total Return Index tracks the share prices of the largest companies on the TSX measured by market capitalization. Stocks included in this index cover all sectors of the economy and are not significantly weighted in the any comparable industry to the Company and are therefore not directly comparable to the Company.

	June 23, 2021	December 31, 2022	December 31, 2023	December 31, 2024
Anaergia Performance	$100.00	$32.03	$1.85	$7.23
S&P/TSX Composite Total Return Index	$100.00	$100.56	$112.38	$136.71

During the period covered by the performance graph, the Common Shares have underperformed the S&P/TSX Composite Total Return Index.

Executive officer compensation is not strongly correlated to Shareholder returns in the short term, in part because equity-based incentives are calculated at the time of grant using grant date fair values, which do not reflect the actual value of compensation received when such incentives vest or are settled. In the longer term, executive officer compensation is directly impacted by the price performance of the Common Shares.

Fiscal 2024 represented our fourth full fiscal year as a public company. As such, there is limited history of the Common Shares trading on the TSX, and it may not be possible to draw conclusions from the existing trends. Aside from base salaries, our compensation program is designed to include short-term incentives that align with the near-term targets of the business as well as long-term incentives that are tied to successful execution against our long-term growth strategy.

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth the number of Common Shares to be issued upon exercise of outstanding Options and RSUs, the weighted average exercise price of such outstanding Options and the number of Common Shares remaining available for future issuance under equity compensation plans as at December 31, 2024.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1) ($)	Number of Aggregate Securities Remaining Available for Future Issuance(1)(2)
Equity compensation plans previously approved by Shareholders	Options: 445,842
RSUs: 5,355,588	Options: 0.01
RSUs: N/A	4,579,997
Equity compensation plans not previously approved by Shareholders	N/A	N/A	N/A
Total	Options and RSUs: 5,801,430	Options: 0.01
RSUs: N/A	4,579,997

Notes:
(1) Pursuant to terms of the Omnibus Plan and the Legacy Option Plan, as applicable
(2) Based on 169,789,578 Shares issued and outstanding as of December 31, 2024

Annual Burn Rate for Equity Compensation Plans

The following sets forth information in respect of the annual burn rate for Awards made under the Omnibus Plan, which is our only equity compensation plan that provides for the issuance of Common Shares from treasury.

Annual Equity Based Incentive Burn Rate	2022	2023	2024
Options Granted	0	0	0
RSUs Granted	260,708	3,850,922	4,556,452
PSUs Granted	0	0	0
DSUs Granted	0	0	0
Weighted Average Shares Outstanding	62,783,467	64,889,196	129,322,496
Omnibus Plan Burn Rate	0.41%	5.93%	3.52%

EMPLOYMENT AGREEMENTS, TERMINATION AND CHANGE OF CONTROL BENEFITS

We have written employment agreements with each of the NEOs for Fiscal 2024 and each executive is entitled to receive compensation established by us as well as other benefits in accordance with plans available to the most senior employees. Descriptions of the employment agreements in respect of each of our NEOs is provided below.

Assaf Onn, Chief Executive Officer

Mr. Onn was appointed Acting Chief Executive Officer on June 26, 2024 and was appointed Chief Executive Officer on August 13, 2024. His employment agreement provides for a base salary, a performance bonus and benefits.

Under Mr. Onn's employment agreement, if he resigns or is terminated for cause, he will not be entitled to any severance, notice or payment in lieu of notice or similar payment in respect of such termination or resignation, other than payment of his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable

43 -

employment standards legislation. If Mr. Onn is terminated without cause, or, if Mr. Onn terminates his employment for good reason, then in addition to the foregoing, he shall be eligible to receive severance payments equal to 12 months of his base salary and the cash value of his target bonus, to be paid, at the Company's discretion, as a lump-sum, monthly over an 12-month period following his termination, or a combination thereof, subject to any requirements under the applicable employment standards legislation.

Mr. Onn’s employment agreement also incorporates customary confidentiality and non-disclosure covenants that will continue to apply for three (3) years following the termination of his employment.

Brett Hodson, Former Chief Executive Officer

Mr. Hodson assumed the role of Chief Executive Officer on June 20, 2023. Mr. Hodson departed from that role on June 24, 2024. His employment agreement provides for a base salary, a performance bonus and benefits. Except with respect to a pro-rated bonus for 2023, Mr. Hodson must be an active employee on the date bonuses are to be paid to be eligible to receive any bonus entitlement.

Under Mr. Hodson’s employment agreement, if he resigns or is terminated for cause, he will not be entitled to any severance, notice or payment in lieu of notice or similar payment in respect of such termination or resignation, other than payment of his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation. If Mr. Hodson is terminated without cause, or, if Mr. Hodson terminates his employment for good reason within 12 months following a change of control of the Company, then in addition to the foregoing, he shall be eligible to receive severance payments equal to 18 months of his base salary and the cash value of his target bonus, to be paid, at the Company’s discretion, as a lump-sum, monthly over an 18-month period following his termination, or a combination thereof, subject to any requirements under the applicable employment standards legislation.

Mr. Hodson’s employment agreement also contains customary confidentiality and non-disclosure covenants and certain restrictive covenants that will continue to apply following the termination of his employment, including non-solicitation and non-competition covenants that are in effect during Mr. Hodson’s employment and for the 18 months following termination of his employment.

Greg Wolf, Chief Financial Officer

Mr. Wolf was appointed Interim Chief Financial Officer on July 6, 2024 and Chief Financial Officer on August 13, 2024. His employment agreement provides for a base salary, a performance bonus and benefits. Mr. Wolf must be an active employee on the date bonuses are to be paid to be eligible to receive any bonus entitlement.

Under Mr. Wolf’s employment agreement, if he resigns, or is terminated for cause, he will not be entitled to any severance, notice or payment in lieu of notice or similar payment in respect of such termination or resignation, other than payment of his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation. If Mr. Wolf is terminated without cause, or, if he terminates his employment for good reason, then in addition to the foregoing, he shall be eligible to receive severance payments equal to 12 months of his base salary, to be paid in accordance with the Company’s normal payroll practices (but not less frequently than monthly) over a 12-month period following his termination, plus any earned but unpaid bonus for a completed calendar year prior to termination, subject to any requirements under the applicable employment standards legislation. In the event of termination of the employment agreement due to Mr. Wolf’s death or disability, he shall be entitled to his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation, as well as any earned bonus, if not yet paid, for the prior calendar year, plus the pro-rated amount of the annual bonus for the year of such termination.

Mr. Wolf’s employment agreement also incorporates customary confidentiality and non-disclosure covenants that will continue to apply for three (3) years following the termination of his employment.

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Andrew Spence, Former Chief Financial Officer

Mr. Spence assumed the role of Chief Financial Officer on June 1, 2023 and resigned as Chief Financial Officer on July 6, 2024. His employment agreement provides for a base salary, a performance bonus and benefits. Mr. Spence must be an active employee on the date bonuses are to be paid to be eligible to receive any bonus entitlement.

Under Mr. Spence’s employment agreement, if he resigns, or elects not to renew the employment agreement (based on one-year term subject to auto-renewal of additional one-year terms, subject to notice of non-renewal by either party), or is terminated for cause, he will not be entitled to any severance, notice or payment in lieu of notice or similar payment in respect of such termination or resignation, other than payment of his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation. If Mr. Spence is terminated without cause, or the Company elects not to renew his employment agreement, or, if he terminates his employment for good reason, then in addition to the foregoing, he shall be eligible to receive severance payments equal to 12 months of his base salary, to be paid in accordance with the Company’s normal payroll practices (but not less frequently than monthly) over a 12-month period following his termination, plus any earned but unpaid bonus for a completed calendar year prior to termination, subject to any requirements under the applicable employment standards legislation. In the event of termination of the employment agreement due to Mr. Spence’s death or disability, he shall be entitled to his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation, as well as any earned bonus, if not yet paid, for the prior calendar year, plus the pro-rated amount of the annual bonus for the year of such termination.

Mr. Spence’s employment agreement also incorporates customary confidentiality and non-disclosure covenants that will continue to apply for three (3) years following the termination of his employment.

Ohad Epschtein, Executive Chairman

Mr. Epschtein became Executive Chairman on July 29, 2024. His services agreement provides for a base salary, a performance bonus and benefits.

Under Mr. Epschtein’s service agreement, if he resigns or is terminated for cause, he will not be entitled to any severance, notice or payment in lieu of notice or similar payment in respect of such termination or resignation, other than payment of his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation. If Mr. Epschtein is terminated without cause, or, if Mr. Epschtein terminates his employment for good reason, then in addition to the foregoing, he shall be eligible to receive severance payments equal to 12 months of his base salary and the cash value of his target bonus, to be paid, at the Company’s discretion, as a lump-sum, monthly over an 18-month period following his termination, or a combination thereof, subject to any requirements under the applicable employment standards legislation.

Mr. Epschtein’s employment agreement also incorporates customary confidentiality and non-disclosure covenants that will continue to apply for three (3) years following the termination of his employment.

Dr. Andrew Benedek, Former Executive Chairman

Dr. Benedek assumed the role of Executive Chairman on June 20, 2023, after stepping down as Chief Executive Officer. He resigned as Executive Chairman on July 29, 2024. His employment agreement provides for a base salary, a discretionary performance bonus and benefits. Dr. Benedek must be an active employee on the date bonuses are to be paid to be eligible to receive any bonus entitlement.

Under Dr. Benedek’s employment agreement, if he resigns or is terminated for cause, he will not be entitled to any severance, notice or payment in lieu of notice or similar payment in respect of such termination or resignation, other than payment of his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation. If Dr. Benedek is terminated without cause, then in addition to the foregoing, he shall be eligible to receive severance payments equal to six (6) months of his salary, which shall be paid within six (6) months of his termination, subject to any requirements under the applicable employment standards legislation.

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Mr. Benedek’s employment agreement also contains customary confidentiality and non-disclosure covenants and certain restrictive covenants that will continue to apply following the termination of his employment, including non-solicitation and non-competition covenants that are in effect during Dr. Benedek’s employment and for the 12 months following termination of his employment.

Hani El-Kaissi, Chief Development Officer

Mr. El-Kaissi’s employment agreement provides for a base salary, a discretionary performance bonus and benefits. Mr. El-Kaissi must be an active employee on the date bonuses are to be paid to be eligible to receive any bonus entitlement.

Under Mr. El-Kaissi’s employment agreement, if he resigns or is terminated for cause, he will not be entitled to any severance, notice or payment in lieu of notice or similar payment in respect of such termination or resignation, other than payment of his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation. If Mr. El-Kaissi is terminated without cause, he is entitled to notice or pay in lieu of notice equal to 18 months’ salary. If Mr. El-Kaissi commences employment during the 18 months following termination with another person or entity that is not our direct competitor, he will receive a lump sum payment equal to 50% of the salary continuation otherwise payable during the unexpired portion of the notice period. In the event Mr. El-Kaissi secures employment with our direct competitor or competes with the Company on his own account during the notice period, all salary continuation payments will cease immediately.

Mr. El-Kaissi’s employment shall end without notice or payment in lieu of notice upon his death or permanent long-term disability. Mr. El-Kaissi’s employment agreement also contains customary confidentiality and non-disclosure covenants and certain restrictive covenants that will continue to apply following the termination of his employment, including non-solicitation covenants that are in effect during Mr. El-Kaissi’s employment and for the 18 months following termination of his employment.

Dr. Yaniv Scherson, Chief Operating Officer

Dr. Scherson’s employment agreement provides for a base salary, a discretionary performance bonus and benefits. He must be an active employee on the date bonuses are to be paid to be eligible to receive any bonus entitlement.

Under Dr. Scherson’s employment agreement, if he resigns, or elects not to renew the employment agreement (based on one-year term subject to auto-renewal of additional one-year terms, subject to notice of non-renewal by either party), or is terminated for cause, he will not be entitled to any severance, notice or payment in lieu of notice or similar payment in respect of such termination or resignation, other than payment of his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation. If, following a change of control of the Company, Dr. Scherson is terminated without cause, or the Company elects not to renew his employment agreement, or, if he terminates his employment for good reason, then in addition to the foregoing, he shall be eligible to receive severance payments equal to 12 months of his base salary, which shall be paid in accordance with the Company’s normal payroll practices (but not less frequently than monthly) over a 12-month period following his termination, plus any earned but unpaid bonus for a completed calendar year prior to termination, subject to any requirements under the applicable employment standards legislation. In the event of termination of the employment agreement due to Dr. Scherson’s death or disability, he shall be entitled to his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation, as well as any earned bonus, if not yet paid, for the prior calendar year, plus the pro-rated amount of the annual bonus for the year of such termination.

Dr. Scherson’s employment agreement also incorporates customary confidentiality and non-disclosure covenants that will continue to apply for three (3) years following the termination of his employment.

Scott Hodgdon, General Counsel

Mr. Hodgdon was appointed as General Counsel effective October 21, 2024. Mr. Hodgdon’s employment agreement provides for a base salary, a discretionary performance bonus and benefits. He must be an active employee on the date bonuses are paid to be eligible to receive any bonus entitlement.

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Under Mr. Hodgdon’s employment agreement, if he resigns, or elects not to renew the employment agreement (based on one-year term subject to auto-renewal of additional one-year terms, subject to notice of non-renewal by either party), or is terminated for cause, he will not be entitled to any severance, notice or payment in lieu of notice or similar payment in respect of such termination or resignation, other than payment of his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation. If, following a change of control of the Company, Mr. Hodgdon is terminated without cause, or the Company elects not to renew his employment agreement, or, if he terminates his employment for good reason, then in addition to the foregoing, he shall be eligible to receive severance payments equal to 12 months of his base salary, which shall be paid in accordance with the Company’s normal payroll practices (but not less frequently than monthly) over a 12-month period following his termination, plus any earned but unpaid bonus for a completed calendar year prior to termination, subject to any requirements under the applicable employment standards legislation. In the event of termination of the employment agreement due to Mr. Hodgdon’s death or disability, he shall be entitled to his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation, as well as any earned bonus, if not yet paid, for the prior calendar year, plus the pro-rated amount of the annual bonus for the year of such termination.

Mr. Hodgdon’s employment agreement also incorporates customary confidentiality and non-disclosure covenants that will continue to apply for three (3) years following the termination of his employment.

Thor Erickson, Former General Counsel

Mr. Erickson resigned as General Counsel on October 21, 2024 and resigned as Senior Counsel on December 6, 2024. Mr. Erickson’s employment agreement provides for a base salary, a discretionary performance bonus and benefits. He must be an active employee on the date bonuses are to be paid to be eligible to receive any bonus entitlement.

Under Mr. Erickson’s employment agreement, if he resigns, or elects not to renew the employment agreement (based on one-year term subject to auto-renewal of additional one-year terms, subject to notice of non-renewal by either party), or is terminated for cause, he will not be entitled to any severance, notice or payment in lieu of notice or similar payment in respect of such termination or resignation, other than payment of his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation. If, following a change of control of the Company, Mr. Erickson is terminated without cause, or the Company elects not to renew his employment agreement, or, if he terminates his employment for good reason, then in addition to the foregoing, he shall be eligible to receive severance payments equal to 12 months of his base salary, which shall be paid in accordance with the Company’s normal payroll practices (but not less frequently than monthly) over a 12-month period following his termination, plus any earned but unpaid bonus for a completed calendar year prior to termination, subject to any requirements under the applicable employment standards legislation. In the event of termination of the employment agreement due to Mr. Erickson’s death or disability, he shall be entitled to his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation, as well as any earned bonus, if not yet paid, for the prior calendar year, plus the pro-rated amount of the annual bonus for the year of such termination.

Mr. Erickson’s employment agreement also incorporates customary confidentiality and non-disclosure covenants that will continue to apply for three (3) years following the termination of his employment.

Kunal C. Shah, Chief Growth Officer

Mr. Shah resigned as Chief Growth Officer effective November 13, 2024. Mr. Shah’s employment agreement provides for base salary, a discretionary performance bonus and benefits. Mr. Shah must be an active employee on the date bonuses are to be paid to be eligible to receive any bonus entitlement. Mr. Shah’s benefits include perquisites of rent, utilities and education reimbursement.

Under Mr. Shah’s employment agreement, if he resigns or is terminated for cause, he will not be entitled to any severance, notice or payment in lieu of notice or similar payment in respect of such termination or resignation, other than payment of his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation. If Mr. Shah is terminated without cause, he is entitled to notice or pay in lieu of notice equal

to nine (9) months' salary. If Mr. Shah commences employment during the nine (9) months following termination with another person or entity that is not our direct competitor, he will receive a lump sum payment equal to $50\%$ of the salary continuation otherwise payable during the unexpired portion of the notice period. In the event Mr. Shah secures employment with our direct competitor or competes with the Company on his own account during the notice period, all salary continuation payments will cease immediately.

Mr. Shah's employment shall end without notice or payment in lieu of notice upon his death or permanent long-term disability. Mr. Shah's employment agreement also contains customary confidentiality and non-disclosure covenants and certain restrictive covenants that will continue to apply following the termination of his employment, including non-solicitation covenants that are in effect during Mr. Shah's employment and for the 12 months following termination of his employment.

The following table sets forth the incremental payments that would be made to our current NEOs under the terms of their employment agreements upon the occurrence of certain events, if such events were to occur on December 31, 2024.

Name	Event	Severance ($)	Other Payments(1) ($)	Total ($)
Assaf Onn Chief Executive Officer	Termination without cause	720,000	—	720,000
	Termination for good reason
	Termination due to death/disability	720,000	—	720,000
	Termination for cause
	Voluntary resignation
Greg Wolf(2) Chief Financial Officer	Termination without cause	504,000	—	504,000
	Termination for good reason	504,000	—	504,000
	Termination due to death/disability	—	—	—
	Termination for cause	—	—	—
	Voluntary resignation	—	—	—
Ohad Epschtein Executive Chairman	Termination without cause	468,000	—	468,000
	Termination for cause	—	—	—
	Voluntary resignation	—	—	—
Hani El-Kaissi Chief Development Officer	Termination without cause	654,188	—	654,188
	Termination due to death/disability	—	—	—
	Termination for cause	—	—	—
	Voluntary resignation	—	—	—
Dr. Yaniv Scherson Chief Operating Officer	Termination without cause	490,568	—	490,568
	Termination for good reason	490,568	—	490,568
	Termination due to death/disability	—	—	—
	Termination for cause	—	—	—
	Voluntary resignation	—	—	—
Scott Hodgdon General Counsel	Termination without cause	504,000	—	504,000
	Termination for good reason	504,000	—	504,000
	Termination due to death/disability	—	—	—
	Termination for cause	—	—	—
	Voluntary resignation	—	—	—

Figures are presented in Canadian dollars and have been converted from United States dollars and Singapore dollars using the exchange rate in effect on December 31, 2024, of $US$ 1.00 = C$1.438476676, and Singapore dollar ("SGD") 1.00 = C$1.053592866

Notes:

(1) Excluded from "Other Payments" are (i) termination payments otherwise due under circumstances other than the specified "Event", such as payout of accrued vacation and statutory benefits, (ii) any discretionary bonus, and (iii) any group benefit continuation payments concomitant with any severance period until earlier termination upon obtaining replacement benefits

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OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

The following table sets out information on the outstanding option-based awards, being Legacy Options, held by the NEOs as of December 31, 2024. No Options have been granted to the NEOs.

Name	Number of Securities Underlying Unexercised Options	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the-Money Options(1) ($)
Assaf Onn
Chief Executive Officer	—	—	—	—
Greg Wolf
Chief Financial Officer	—	—	—	—
Ohad Epschtein
Executive Chairman	—	—	—	—
Hani El-Kaissi
Chief Development Officer	10,000	0.01	December 31, 2025	9,300
Dr. Yaniv Scherson
Chief Operating Officer	—	—	—	—
Scott Hodgdon
General Counsel	—	—	—	—

Note:
(1) The value of unexercised in-the-money options is calculated based on the price of the Common Shares on the TSX on December 31, 2024, which was $0.94 per Common Share, less the exercise price

The following table sets out information on the outstanding share-based awards, being RSUs, held by the NEOs as of December 31, 2024. No PSUs have been granted to the NEOs.

Name	Number of Shares or Units That Have Not Vested	Market or Payout Value of Share-Based Awards That Have Not Vested(1) ($)	Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed(1) ($)
Assaf Onn
Chief Executive Officer	250,000	235,000	—
Greg Wolf
Chief Financial Officer	175,000	164,500	—
Ohad Epschtein
Former Chief Executive Officer	250,000	235,000	—
Hani El-Kaissi
Chief Development Officer	540,000	507,600	—
Dr. Yaniv Scherson
Chief Operating Officer	700,000	658,000	—
Scott Hodgdon
General Counsel	150,000	141,000	—

Note:
(1) Market value is calculated based on the closing price of the Common Shares on the TSX on December 31, 2024, the last trading day of Fiscal 2024, which was $0.94 per Common Share. This amount may not represent the actual value of the share-based awards upon distribution, as the value of the Common Shares underlying the RSUs may be of greater or lesser value on vesting based on the market value of the Common Shares at that time

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INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table sets forth information with respect to the value of RSUs that vested during Fiscal 2024 as well as the value of the annual bonuses earned in respect of the Fiscal 2024.

Name	Share-Based Awards – Value Vested During the Year(1) ($)	Annual Bonus – Value Earned During the Year(1) ($)
Assaf Onn
Chief Executive Officer	—	—
Greg Wolf
Chief Financial Officer	—	—
Ohad Epschtein
Executive Chairman	—	—
Hani El-Kaissi
Chief Development Officer	—	—
Dr. Yaniv Scherson
Chief Operating Officer	—	—
Scott Hodgdon
General Counsel	—	—

Notes:
(1) Figures are presented in Canadian dollars and have been converted from United States dollars using the exchange rate in effect on December 31, 2024 of US$1.00 = C$1.438476676

DIRECTOR COMPENSATION

DIRECTOR FEES

Our director compensation program is designed to attract and retain the most qualified individuals to serve on the Board. The Board, on the recommendation of our GCN Committee, is responsible for reviewing and approving any changes to the directors’ compensation arrangements. In consideration for serving on the Board, each director was entitled to be compensated during Fiscal 2024 as indicated below.

Type of Fee		Amount ($)
Board Retainer	Chair	Nil
	Board Member(1)	100,000
	Lead Director(2)	120,000
Committee Retainer	Audit Committee Chair	Nil
	GCN Committee Chair	Nil
	Audit Committee Membership	Nil
	GCN Committee Membership	Nil
Meeting Fees	Board/Committee Meeting	Nil

Notes:
(1) Paid 50% in cash and 50% in RSUs. Directors may elect to take up to 100% of their annual retainer in RSUs
(2) Paid 50% in cash and 50% in RSUs. Lead Director may elect to take up to 100% of his or her annual retainer in RSUs

As an employee director, Dr. Andrew Benedek did not receive any additional compensation as a director of the Company for Fiscal 2023 and thus his compensation for 2023 and 2024 while serving as Executive Chairman is not included in the following

tables pertaining to director compensation. Dr. Andrew Benedek's compensation information for such time is reflected under "Executive Compensation – Summary Compensation Table."

DIRECTOR SHARE OWNERSHIP GUIDELINES

The Guidelines establish minimum equity ownership levels for each of our directors based on a multiple of their annual Board retainer. Such directors will be expected to meet the prescribed ownership levels within five (5) years of the later of: (i) June 23, 2021 (the closing of our initial public offering); and (ii) the date of their appointment to the Board. Shares and the value of RSUs and other share-based awards will be included in determining an individual's equity ownership value. The ownership guideline for the directors is 3.0x their Board retainer, which currently equates to $300,000.

DIRECTOR COMPENSATION TABLE

The following table sets out the compensation that was earned by, paid to, or awarded to non-management directors during Fiscal 2024.

	Fees Earned				Allocation of Total Fees
Name	Board Retainer ($)	Board Lead Director Retainer ($)	All Other Compensation ($)(1)	Total ($)	In Cash ($)	In RSUs ($)(2)
Andrew Benedek	47,556	—	—	47,556	23,778	23,778
Dr. Diana Mourato Benedek	47,556	—	—	47,556	23,778	23,778
Peter Gross		120,000	—	120,000	60,000	60,000
Francis J. McKenna(3)	34,616	—	—	34,616	4,808	29,808
Douglas Fridrik Parkhill(4)	25,000	—	—	25,000	12,500	12,500
Alan Viterbi(5)	8,792	—	—	8,792	4,396	4,396
Stan Simmons(6)	100,000	—	—	100,000	50,000	50,000
Ronen Kantor(7)	91,210	—	—	91,210	45,605	45,605
Assaf Onn(8)	23,352			23,352	11,676	11,676

Notes:
(1) There were no share-based awards, option-based awards, non-equity incentive plan compensation, pension or any other compensation paid to the directors during Fiscal 2024, other than the RSUs granted in lieu of cash retainers
(2) Reflects the fair value of RSUs granted to the directors during Fiscal 2024 based on the fair market value of the Common Shares underlying the RSUs on the date of grant
(3) Francis J. McKenna resigned from the Board effective May 5, 2024
(4) Douglas Fridrik Parkhill resigned from the Board effective April 1, 2024
(5) Alan Viterbi resigned from the Board effective February 2, 2024
(6) Stan Simmons was appointed to the Board effective April 10, 2023
(7) Ronen Kantor was appointed to the Board effective February 2, 2024
(8) Assaf Onn was appointed to the Board effective April 1, 2024, and he was appointed Chief Executive Officer on June 24, 2024. Mr. Onn's director fees in 2024 were prorated for the period during which he served as a director. For details on the compensation Mr. Onn earned in his capacity as Chief Executive Officer and director from June 24, 2024, to December 31, 2024, see the "Summary Compensation Table" in the Executive Compensation section.

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OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

The following table sets out the aggregate option-based awards outstanding for each of our non-management directors as of December 31, 2024. All of the foregoing Legacy Options became exercisable in connection with closing of our initial public offering on June 23, 2021. No Options have been granted to the directors.

Name	Number of Securities Underlying Unexercised Options	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the-Money Options(1) ($)
Dr. Diana Mourato Benedek	100,000	0.01	December 31, 2025	93,000
Peter Gross	—	—	—	—
Francis J. McKenna	—	—	—	—
Douglas Fridrik Parkhill	—	—	—	—
Alan Viterbi	—	—	—	—
Stan Simmons	—	—	—	—
Richard Chow	—	—	—	—

The following table(1) sets out the aggregate share-based awards, being RSUs, outstanding for each of the non-management directors as of December 31, 2024.

Name	Number of Shares or Units That Have Not Vested	Market or Payout Value of Share-Based Awards That Have Not Vested ($)	Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed(2) ($)
Andrew Benedek	—	—	—
Dr. Diana Mourato Benedek	—	—	—
Peter Gross	—	—	—
Francis J. McKenna	—	—	—
Douglas Fridrik Parkhill	—	—	—
Alan Viterbi	—	—	—
Stan Simmons	—	—	—
Ronen Kantor	—	—	—
Assaf Onn	—	—	—

Note:
(1) Pursuant to a Board Resolution, the RSU's granted to the Board members as part of their compensation, have been deemed as vested when earned and granted.
(2) Market value is calculated based on the closing price of the Common Shares on the TSX on December 31, 2024, the last trading day of Fiscal 2024, which was $0.94 per Common Share. This amount may not represent the actual value of the share-based awards upon distribution, as the value of the Common Shares underlying the RSUs may be of greater or lesser value on vesting based on the market value of the Common Shares at that time.

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INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR(1)

The following table sets forth information with respect to the value of RSUs that were granted and vested during Fiscal 2024.

Name	Number of Option-Based Awards – Value Vested During the Year(2)	Number of Shares or Units That Have Vested	Share-Based Awards – Value Vested During the Year(2) ($)
Andrew Benedek	—	34,491	32,422
Dr. Diana Mourato Benedek	—	34,491	32,422
Peter Gross	—	150,367	141,345
Francis J. McKenna	—	125,190	117,679
Douglas Fridrik Parkhill	—	46,297	43,519
Alan Viterbi	—	16,282	15,305
Stan Simmons	—	125,306	117,788
Ronen Kantor	—	109,028	102,486
Assaf Onn	—	39,580	37,205

Note:
(1) Pursuant to a Board Resolution, the RSU's granted to the Board members as part of their compensation, have been deemed as vested when earned and granted
(2) Market value is calculated based on the closing price of the Common Shares on the TSX on December 31, 2024, the last trading day of Fiscal 2024, which was $0.94 per Common Share. This amount may not represent the actual value of the share-based awards upon distribution, as the value of the Common Shares underlying the RSUs may be of greater or lesser value on vesting based on the market value of the Common Shares at that time

OTHER INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors, executive officers, employees, former directors, former executive officers or former employees of the Company or any of our subsidiaries, and none of their respective associates, is or has within 30 days before the date of this Circular or at any time since the beginning of the most recently completed financial year been indebted to the Company 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 by the Company or any of our subsidiaries.

INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

To the knowledge of the directors and executive officers of Anaergia, no director or executive officer of the Company, any proposed nominee for election as director of the Company, or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described elsewhere in this Circular and in our most recent Annual Information Form under the heading "Interest of Management and Others in Material Transactions," there are no material interests, direct or indirect, of any of our directors or executive officers, any shareholder that beneficially owns, or controls or directs (directly or indirectly), more than 10% of any class or series of our outstanding voting securities, or any associate or affiliate of any of the foregoing persons, in any

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transaction since the commencement of Fiscal 2024 or in any proposed transaction that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries.

SHAREHOLDER PROPOSALS

There are no shareholder proposals to be considered at the Meeting. The BCBCA permits certain eligible shareholders to submit shareholder proposals to us, which proposals may be included in a management information circular relating to an annual meeting of shareholders. The final date by which we must receive shareholder proposals for our annual meeting of shareholders to be held in 2026 is March 16X, 2026.

ADDITIONAL INFORMATION

The Company is a reporting issuer under the applicable legislation of all of the provinces and territories of Canada and is required to file financial statements and information circulars with the various securities commissions. The Company has filed its Annual Information Form with those securities commissions which, among other things, contained all of the disclosure required by Form 52-110F1 under NI 52-110.

Additional copies of our latest Annual Information Form, this Circular and our audited consolidated financial statements and management's discussion and analysis can be obtained upon request from the Company by writing to:

Investor Relations
Anaergia Inc.
4210 South Service Road
Burlington, Ontario L7L 4X5

Financial information is provided in our audited consolidated financial statements and management's discussion and analysis for Fiscal 2024. Additional information about or relating to the Company can also be found at investors.anaergia.com and on SEDAR+ at www.sedarplus.ca.

CONTACTING THE BOARD OF DIRECTORS

Shareholders, employees and other interested parties may communicate directly with the Board through the Lead Independent Director by writing to:

Lead Independent Director
Anaergia Inc.
4210 South Service Road
Burlington, Ontario L7L 4X5

BOARD APPROVAL

The contents and sending of this Circular to Shareholders entitled to receive notice of the Meeting, to each director, to the auditors of the Company and to the appropriate securities regulatory authorities have been approved by the Board.

On behalf of the Board of Directors

(signed) /s/ Ohad Epschtein

Burlington, Ontario
May __, 2025

Ohad Epschtein
Executive Chairman

APPENDIX A

MANDATE OF THE BOARD OF DIRECTORS

Statement of Purpose

The Board of Directors (the “Board”) is responsible for the stewardship of Anaergia Inc. (“Anaergia”) and for supervising the management of the business and affairs of Anaergia. Accordingly, the Board acts as the ultimate decision-making body of Anaergia, except with respect to those matters that must be approved by the shareholders. The Board has the power to delegate its authority and duties to committees or individual members and to senior management as it determines appropriate, subject to any applicable law. The Board explicitly delegates to senior management responsibility for the day-to-day operations of Anaergia, including for all matters not specifically assigned to the Board or to any committee of the Board. Where a committee of the Board or senior management is responsible for making recommendations to the Board, the Board will carefully consider those recommendations.

Board Mandate

The directors’ primary responsibility is to act in good faith and to exercise their business judgment in what they reasonably believe to be the best interests of Anaergia. In fulfilling its responsibilities, the Board is, among other matters, responsible for the following:

Determining, from time to time, the appropriate criteria against which to evaluate performance, and set strategic goals and objectives within this context;
Monitoring performance against both strategic goals and objectives of Anaergia;
Appointing the CEO and other corporate officers;
Delegating to the CEO the authority to manage and supervise the business of Anaergia, including making any decisions regarding Anaergia’s ordinary course of business and operations that are not specifically reserved to the Board under the terms of that delegation of authority;
Determining what, if any, executive limitations may be required in the exercise of the authority delegated to management;
On an ongoing basis, satisfying itself as to the integrity of the CEO and other executive officers and that the CEO and the other executive officers create a culture of integrity throughout Anaergia;
Monitoring and evaluating the performance of the CEO and the other executive officers against the corporate objectives;
Succession planning;
Participating in the development of and approving a long-term strategic plan for Anaergia;
Reviewing and approving the business and investment objectives to be met by management and ensuring they are consistent with long-term goals;
Satisfying itself that Anaergia is pursuing a sound strategic direction in accordance with the corporate objectives;
Reviewing operating and financial performance results relative to established corporate objectives;
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Approving an annual fiscal plan and setting targets and budgets against which to measure executive performance and the performance of Anaergia;
Ensuring that it understands the principal risks of Anaergia’s business, and that appropriate systems to manage these risks are implemented;
Ensuring that the materials and information provided by Anaergia to the Board and its committees are sufficient in their scope and content and in their timing to allow the Board and its committees to satisfy their duties and obligations;
Reviewing and approving Anaergia’s annual and interim financial statements and related management’s discussion and analysis, annual information form, annual report (if any) and management proxy circular;
Overseeing Anaergia’s compliance with applicable audit, accounting and reporting requirements, including in the areas of internal control over financial reporting and disclosure controls and procedures;
Confirming the integrity of Anaergia’s internal control and management information systems;
Approving any securities issuances and repurchases by Anaergia;
Determining the amount and timing of dividends to shareholders, if any;
Approving the nomination of directors;
Maintaining records and providing reports to shareholders;
Establishing committees of the Board, where required or prudent, and defining their respective mandates;
Approving the charters of the Board committees and approving the appointment of directors to Board committees and the appointment of the Chairs of those committees;
Satisfying itself that a process is in place with respect to the appointment, development, evaluation and succession of senior management;
Adopting a communications policy for Anaergia (including ensuring the timeliness and integrity of communications to shareholders, other stakeholders and the public and establishing suitable mechanisms to receive shareholder views); and
Monitoring the social responsibility, integrity and ethics of Anaergia.
Independence of Directors

A director is independent if he or she would be independent within the meaning of National Instrument 58-101 - Disclosure of Corporate Governance Practices, as the same may be amended from time to time. On an annual basis, the Board will determine which of its directors is independent based on the rules of applicable stock exchanges and securities regulatory authorities and will publish its determinations in the management circular for Anaergia’s annual meeting of shareholders. Directors have an on-going obligation to inform the Board of any material changes in their circumstances or relationships that may affect the Board’s determination as to their independence and, depending on the nature of the change, a director may be asked to resign as a result.

At any time that Anaergia has a Chair of the Board who is not “independent” within the meaning of applicable securities laws and stock exchange rules, the Chair of the Board shall be responsible for ensuring that the directors who are independent of management have opportunities to meet without management present. Discussions are to be led by an independent director who will provide feedback subsequently to the Chair of the Board. Independent directors will be encouraged by the Chair of the Board to have open and candid discussions with the Chair.

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Board Size

The Board will periodically review whether its current size is appropriate. The size of the Board will, in any case, be within the minimum and maximum number provided for in the BCBCA.

Committees

The Board will have an Audit Committee, and a Governance, Compensation and Nominating Committee (the “GCN Committee”), the charters of each will be as established by the Board from time to time. The Board may, from time to time, establish and maintain additional or different committees as it deems necessary or appropriate.

Circumstances may warrant the establishment of new committees, the disbanding of current committees or the reassignment of authority and responsibilities amongst committees. The authority and responsibilities of each committee are set out in a written mandate approved by the Board. At least annually, each mandate shall be reviewed and, on the recommendation of the GCN Committee, approved by the Board. Each committee Chair shall provide a report to the Board on material matters considered by the committee at the next regular Board meeting following such committee’s meeting.

Board Meetings

Agenda

The Chair is responsible for establishing the agenda for each Board meeting.

Frequency of Meetings

The Board will meet as often as the Board considers appropriate to fulfill its duties, but in any event at least once per quarter.

Responsibilities of Directors with Respect to Meetings

Directors are expected to regularly attend Board meetings and committee meetings (as applicable) and to review in advance all materials for Board meetings and committee meetings (as applicable).

Minutes

Regular minutes of Board and committee proceedings will be kept and will be circulated on a timely basis to all directors and committee members, as applicable, and the Chair (and to other directors, by request for review and approval).

Attendance at Meetings

The Board (or any committee) may invite, at its discretion, non-directors to attend a meeting. Any member of management will attend a meeting if invited by the directors. The Chair may attend any committee meeting.

Meetings of Independent Directors

After each meeting of the Board, the independent directors may meet without the non-independent directors. In addition, separate, regularly scheduled meetings of the independent directors of the Board may be held, at which members of management are not present. The agenda for each Board meeting (and each committee meeting to which members of management have been invited) will afford an opportunity for the independent directors to meet separately.

Residency

Applicable residency requirements will be complied with in respect of any Board or committee meeting.

7. Communications with Shareholders and Others

The Board will ensure that there is timely communication of material corporate information to shareholders.

Shareholders and others, including other securityholders, may contact the Board with any questions or concerns, including complaints with respect to accounting, internal accounting controls, or auditing matters, by contacting the Chief Financial Officer of Anaergia at:

4210 South Service Road

Burlington, Ontario, L7L 4X5

8. Service on other Boards and Audit Committees

The Board believes that its members should be permitted to serve on the boards of other public entities so long as these commitments do not materially interfere with and are not incompatible with their ability to fulfill their duties as a member of the Board.

9. Code of Conduct

The Board will adopt a Code of Business Conduct and Ethics (the "Code"). The Board expects all directors, officers and employees of Anaergia and its subsidiaries to conduct themselves in accordance with the highest ethical standards, and to adhere to the Code. Any waiver of the Code for directors or executive officers may only be made by the Board or one of its committees and will be promptly disclosed by Anaergia, as required by applicable law, including the requirements of any applicable stock exchanges.

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AI assistant

Anaergia Inc. — Proxy Solicitation & Information Statement 2025

48151_rns_2025-05-16_05c823a4-8b02-486f-995b-267e02450e3f.pdf

TABLE OF CONTENTS

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF PROXY MATERIALS 1

MANAGEMENT INFORMATION CIRCULAR 3

IMPORTANT INFORMATION ABOUT THE MEETING 4

BUSINESS TO BE TRANSACTED AT THE MEETING 5

VOTING INFORMATION 6

ABOUT ANAERGIA 10

ELECTION OF DIRECTORS 11

APPOINTMENT OF THE AUDITORS 22

OUR APPROACH TO CORPORATE GOVERNANCE 22

EXECUTIVE COMPENSATION 29

Meeting Business

Record Date

Meeting Format

Voting

NOTICE-AND-ACCESS

IMPORTANT INFORMATION ABOUT THE MEETING

Attending the Online Meeting

RECEIVING THE ANNUAL FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

APPOINTMENT OF THE AUDITORS

CONSIDERING OTHER BUSINESS

VOTING INFORMATION

WHO CAN VOTE

Registered Shareholders

Beneficial Shareholders

VOTING BY PROXY IN ADVANCE OF THE MEETING

HOW YOUR SHARES WILL BE VOTED

PARTICIPATING AND VOTING AT THE MEETING

Registered Shareholder

Beneficial Shareholders

Proxyholders (including Beneficial Shareholders who have duly appointed themselves as proxyholder)

APPOINTING A THIRD-PARTY PROXYHOLDER TO PARTICIPATE AND VOTE AT THE MEETING

Registered Shareholders

Beneficial Shareholders

CHANGING YOUR VOTE OR REVOKING YOUR PROXY

Additional Voting Information

ABOUT ANAERGIA

ELECTION OF DIRECTORS

GENERAL

Nomination Rights

ADVANCE NOTICE PROVISIONS

INDIVIDUAL AND MAJORITY VOTING POLICY

DIRECTOR NOMINEE BIOGRAPHIES

Principal Occupation:

Other Activities:

Public Board Memberships During Last Five (5) Years:

Public Board Interlocks:

Committees:

Principal Occupation:

Other Activities:

Dr. Diana Mourato Benedek

Not Independent

Principal Occupation:

Other Activities:

Public Board Memberships During Last Five (5) Years:

Public Board Interlocks:

Committees:

Meetings Attended in Fiscal 2024:

Principal Occupation:

Other Activities:

Public Board Memberships During Last Five (5) Years:

Public Board Interlocks:

Committees:

Meetings Attended in Fiscal 2024(1):

Stan Simmons

Independent

Principal Occupation:

Other Activities:

California, United States

Public Board Memberships During Last Five (5) Years:

Public Board Interlocks:

Committees:

Meetings Attended in Fiscal 2023(1):

Principal Occupation:

Other Activities:

Public Board Memberships During Last Five (5) Years:

Anaergia Inc. Proxy Solicitation & Information Statement 2025