Badger Infrastructure Solutions Ltd. — AGM Information 2021

Apr 14, 2021

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Notice of our 2021 annual and special meeting

When

May 5, 2021 1:30 p.m. (Mountain Time)

What the meeting will cover

• Receiving our 2020 consolidated financial statements and the related auditor’s report (page 9)

• Electing our directors (page 9)

• Appointing our auditor (pages 9‐10)

• Voting on our approach to executive compensation (page 10)

• Voting on repealing and replacing our existing By‐Law No. 1 (pages 10‐12)

• Voting on amending our articles to change our name to Badger Infrastructure Solutions Ltd. (page 12)

• Considering any other business properly presented at the meeting (page 13)

Where

h�ps://web.lumiagm.com/227625803 / password: badger2021

In light of ongoing concerns related to the spread of COVID‐19 and in order to mi�gate poten�al risks to the health and safety of our shareholders, employees, communi�es and other stakeholders, and based on government orders which prohibit large gatherings, Badger is providing facili�es to allow its shareholders to par�cipate in its annual and special mee�ng scheduled for 1:30 p.m. (Mountain Time) on Wednesday, May 5, 2021 in a format whereby registered shareholders and duly appointed proxyholders may a�end and par�cipate in the mee�ng virtually via live audiocast (the Audiocast ).

How to Attend the Virtual Meeting (Audiocast)

The Audiocast will commence at 1:30 p.m. (Mountain Time) on Wednesday, May 5, 2021. A�ending the mee�ng virtually by Audiocast will enable registered shareholders and duly appointed proxyholders, who were assigned a username by Badger’s registrar and transfer agent Computershare Trust Company of Canada/ Computershare Investor Services Inc. ( Computershare ), to listen and par�cipate in the mee�ng, submit ques�ons and securely vote in real �me through the Audiocast instead of a�ending the mee�ng in person. Non‐registered (beneficial) shareholders who have not duly appointed themselves as proxyholders may s�ll a�end the mee�ng as guests. Guests may listen to the mee�ng but may not vote at the mee�ng or ask ques�ons. If you have voted in advance of the mee�ng please register as a guest.

United States beneficial holders who wish to participate in the Audiocast must first obtain a valid legal proxy from their broker, bank or other agent and then register in advance to participate in the Audiocast. After registering, follow the instructions from the broker or bank included with the form of proxy, or contact the broker or bank to request a legal proxy form. To register to participate and vote in the Audiocast the legal proxy must be submitted to Computershare. Requests for registration should be directed to:

Computershare 8[th] Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 OR Email at uslegalproxy@computershare.com

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Requests for registration must be labeled “Legal Proxy” and be received no later than 1:30 p.m. (Mountain Time) on May 3, 2021. Confirmation of registration will be sent by email following receipt of registration materials. Please note that you are required to register your appointment at http://www.computershare.com/Badger.

• Shareholders and duly appointed proxyholders can login to the mee�ng at h�ps://web.lumiagm.com/227625803 .

• If you have vo�ng rights and have not already voted in advance of the mee�ng, select "Login" and then enter your 15‐digit control number or username, as applicable (see below "How to Vote on the Audiocast") and password " badger2021 " (case sensi�ve).

• If you do not have vo�ng rights or have already voted in advance of the mee�ng, select "Guest" and then complete the online form.

Visit the Corporation's website at https://ir.badgerinc.com/events‐and‐investor‐presentation/ for additional detail regarding how to vote, how to ask questions and other technical information concerning the Audiocast.

We recommend that you log in to the Audiocast at least fi�een minutes before the �me of the mee�ng.

Badger encourages all shareholders to par�cipate in the Audiocast. If you are unable to a�end the Audiocast, we encourage you to complete the form of proxy or vo�ng instruc�on form previously mailed to you and return it within the �me frames indicated on such forms so that your vote is counted at the mee�ng.

In order to participate in the Audiocast, shareholders must have a valid 15‐digit control number and proxyholders must have received an email from Computershare containing a username.

How to Vote on the Audiocast

Registered shareholders, non‐registered shareholders who have appointed themselves as a proxyholder, and shareholders who have appointed a third party proxyholder to represent them at the Audiocast, will appear on a list of shareholders prepared by Computershare. To vote in the Audiocast, each registered shareholder or proxyholder will be required to log into the Audiocast using the 15‐digit control number included on their form of proxy or username provided by Computershare (Canada/U.S.: 1‐800‐564‐6253; International: 1 (514) 982‐7555) at https://web.lumiagm.com/227625803 prior to the start of the meeting.

Non‐registered shareholders who appoint themselves as a proxyholder must register with Computershare at http://www.computershare.com/Badger after submitting their voting instruction form in order to receive a username (please see the information under the heading “Appointment of Proxies” below for details).

It is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences.

How to Ask Questions on the Audiocast

Registered shareholders and duly appointed proxyholders who log in to the Audiocast will have the opportunity to ask ques�ons. Ques�ons or comments can be submi�ed in the text box (chat feature) of the webcast pla�orm throughout the Audiocast. Ques�ons that relate to a specific mo�on must indicate to which mo�on they relate at the start of the ques�on (e.g., “Directors”) and must be submi�ed prior to vo�ng on the mo�on so they can be addressed at the appropriate �me during the Audiocast. If ques�ons do not indicate to which mo�on they relate or are received a�er vo�ng on the relevant mo�on, they will be addressed a�er the formal business of the Mee�ng is concluded. Wri�en ques�ons or comments submi�ed through the text box of the webcast pla�orm will be read or summarized by a representa�ve of Badger, a�er which the Chair will respond or direct the ques�on to the appropriate person to respond. If several ques�ons relate to the same or a very similar topic, Badger may choose to

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group such ques�ons and indicate that similar ques�ons were received. A recording of the Audiocast with real �me cap�oning for the hearing impaired, including the general ques�on and answer session, will be made available on Badger’s website.

These procedures may vary from time to time depending on logistics and with a view to following best governance practices. A representative of Badger will provide an overview of these procedures before the Meeting is called to order.

Appointment of Proxies

Shareholders who wish to appoint a third party proxyholder to represent them at the online meeting must submit their proxy or voting instruction form prior to registering their proxyholder. Registering a proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a username to participate in the meeting. To register a proxyholder, shareholders must visit http://www.computershare.com/Badger by 1:30 p.m. (Mountain Time) on May 3, 2021 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a username via email. Without a username, proxyholders will not be able to vote at the meeting.

A proxy can be submitted to Computershare either in person, or by mail or courier, to 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare by no later than 1:30 p.m. (Mountain Time) on May 3, 2021, or if the meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed meeting. If a shareholder who has submitted a proxy attends the meeting via the Audiocast and has accepted the terms and conditions when entering the meeting online, any votes cast by such shareholder on a ballot will be counted and the submitted proxy will be disregarded .

Your vote is important

The management informa�on circular tells you about the items of business, who can vote and how you can vote. Please read it carefully and remember to vote.

By order of the board of directors,

“ Glen Roane ”

Glen Roane

Chair of the Board Badger Dayligh�ng Ltd. Calgary, Alberta

March 30, 2021

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