Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Ballard Power Systems Inc. Proxy Solicitation & Information Statement 2020

Apr 23, 2020

46414_rns_2020-04-23_c056561d-a834-485b-a825-de32eb78fddc.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

ISSUER LOGO

PROXY FORM

RETURN ADDRESS 123 ANY STREET ANY CITY/PROVINCE A1A 1A1

==> picture [28 x 57] intentionally omitted <==

JOHN A. SAMPLE 123 ANY STREET ANYCITY PR A1A 1A1 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

ANNUAL MEETING

BALLARD POWER SYSTEMS INC.

WHEN: WEDNESDAY, JUNE 3, 2020 AT 1:00 PM PDT

WHERE:

WWW.VIRTUALSHAREHOLDERMEETING.COM/BLDP2020

STEP 1

REVIEW YOUR VOTING OPTIONS

ONLINE: VOTE AT PROXYVOTE.COM USING YOUR COMPUTER OR MOBILE DATA DEVICE. YOUR CONTROL NUMBER IS LOCATED BELOW.

BY TELEPHONE: YOU MAY ENTER YOUR VOTING INSTRUCTIONS BY TELEPHONE AT: ENGLISH: 1-800-474-7493 OR FRENCH: 1-800-474-7501

BY MAIL: THIS PROXY FORM MAY BE RETURNED BY MAIL IN THE ENVELOPE PROVIDED.

==> picture [73 x 73] intentionally omitted <==

==> picture [22 x 39] intentionally omitted <==

SCAN TO VIEW MATERIAL AND VOTE NOW

REMINDER: PLEASE REVIEW THE INFORMATION / PROXY CIRCULAR BEFORE VOTING.

13122017

CONTROL NO.:➔

PROXY DEPOSIT DATE: JUNE 1, 2020

INSTRUCTIONS:

  1. This proxy, solicited by Management , for the Annual Meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares of Ballard Power Systems Inc.

  2. You have the right to appoint a different person or company (with appropriate documentation) of your choice, who need not be a Shareholder, to attend and act on your behalf at the Annual Meeting of Ballard Power Systems Inc. If you wish to appoint a person, please insert the name of your chosen proxyholder and provide a unique APPOINTEE IDENTIFICATION NUMBER for your Appointee to access the live webcast meeting in the space provided either online at www.proxyvote.com or in Step 2 (see reverse). The Shares represented by this form of proxy may be voted at the discretion of the proxyholder with respect to amendments or variations to the matters identified in the notice of Meeting and with respect to other matters that may properly be brought before the Meeting.

You MUST provide your Appointee the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the Meeting. Appointees can only be validated at the live webcast meeting using the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER you enter.

IF YOU DO NOT CREATE AN EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER, YOUR APPOINTEE WILL NOT BE ABLE TO ACCESS THE LIVE WEBCAST MEETING. This instrument of proxy will not be valid and not be acted upon or voted unless it is completed as outlined herein and delivered to the attention of Proxy Tabulation, P.O. Box 3700, STN Industrial Park, Markham, ON, L3R 9Z9, Canada, by 1:00 p.m., Pacific Daylight Time, on Monday, June 1, 2020.

  1. If the Shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this form of proxy. If you are voting on behalf of a corporation or another individual, documentation evidencing your power to sign this form of proxy with signing capacity stated may be required.

  2. In order to expedite your vote, you may use a touch-tone telephone or the Internet. To vote by telephone, call toll free 1-800-474-7493 (English) or 1-800-474-7501 (French). You will be prompted to provide your control number located above. The telephone or Internet voting service is not available on the day of the Meeting and the telephone system cannot be used if you designate another person to attend on your behalf. To vote via the Internet, go to www.proxyvote.com and follow the instructions.

If you vote by telephone or the Internet, do not mail back this instrument of proxy.

  1. The form of proxy should be signed in the exact manner as the name appears on the form of proxy.

  2. If the form of proxy is not dated, it will be deemed to bear the date on which it was mailed to the Shareholder.

  3. This form of proxy will be voted as directed. If no voting preferences are indicated on the reverse, this form of proxy will be voted as recommended by the Board of Directors.

PLEASE SEE OVER

E-R2

PROXY FORM

BALLARD POWER SYSTEMS INC.

MEETING TYPE: ANNUAL MEETING MEETING DATE: WEDNESDAY, JUNE 3, 2020 AT 1:00 PM PDT RECORD DATE: APRIL 7, 2020 PROXY DEPOSIT DATE: JUNE 1, 2020 CUID: ACCOUNT NO: CUSIP:

CONTROL NO.: ➔

STEP 2

APPOINT A PROXY (OPTIONAL)

APPOINTEE(S): JAMES ROCHE, OR FAILING HIM, RANDY MACEWEN

Change Appointee

If you wish to designate another person to attend, vote and act on your behalf at the Meeting, or any adjournment or postponement thereof, other than the person(s) specified above, go to www.proxyvote.com or print your name or the name of the other person attending the Meeting in the space provided herein and provide a unique APPOINTEE IDENTIFICATION NUMBER USING ALL BOXES for your Appointee to access the Meeting. You may choose to direct how your Appointee shall vote on matters that may come before the Meeting or any adjournment or postponement thereof. Unless you instruct otherwise your Appointee will have full authority to attend, vote, and otherwise act in respect of all matters that may come before the Meeting or any adjournment or postponement thereof, even if these matters are not set out in the proxy form or the circular for the Meeting. You can also change your Appointee online at www.proxyvote.com.

You MUST provide your Appointee the EXACT NAME and an EIGHT (8) CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the Meeting. Appointees can only be validated at the Virtual Shareholder Meeting using the EXACT NAME and EIGHT (8) CHARACTER APPOINTEE IDENTIFICATION NUMBER you enter below.

PLEASE PRINT APPOINTEE NAME INSIDE THE BOX

➔ MAXIMUM 22 CHARACTERS - PLEASE PRINT CLEARLY

STEP 3

CREATE AN EIGHT (8) CHARACTER IDENTIFICATION NUMBER FOR YOUR APPOINTEE ➔ MUST BE EIGHT CHARACTERS IN LENGTH - PLEASE PRINT CLEARLY

COMPLETE YOUR VOTING DIRECTIONS

01 ELECTION OF DIRECTORS: VOTING RECOMMENDATION: FOR ALL THE NOMINEES PROPOSED AS DIRECTORS (FILL IN ONLY ONE BOX “ “ PER NOMINEE IN BLACK OR BLUE INK) FOR WITHHOLD FOR WITHHOLD 01 DOUGLAS P. HAYHURST 07 SHAOJUN (SHERMAN) SUN 02 KUI (KEVIN) JIANG 08 IAN SUTCLIFFE 03 DUY-LOAN LE 09 JANET WOODRUFF

04 RANDY MACEWEN

05 MARTY NEESE

06 JAMES ROCHE

==> picture [32 x 51] intentionally omitted <==

ITEM(S): VOTING RECOMMENDATIONS ARE INDICATED BY

HIGHLIGHTED TEXT OVER THE BOXES (FILL IN ONLY ONE BOX “ ” PER ITEM IN BLACK OR BLUE INK)

  • 02 APPOINTMENT OF KPMG LLP, CHARTERED ACCOUNTANTS AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION. FOR WITHHOLD

03 RESOLVED, ON AN ADVISORY BASIS AND NOT TO DIMINISH THE ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS OF THE CORPORATION, THAT FOR AGAINST THE SHAREHOLDERS ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THE CORPORATION’S MANAGEMENT INFORMATION CIRCULAR DELIVERED IN ADVANCE OF THE CORPORATION’S 2020 ANNUAL MEETING OF SHAREHOLDERS.

STEP 4 THIS DOCUMENT MUST BE SIGNED AND DATED

INVALID IF NOT SIGNED

SIGNATURE(S)

M

M

D D Y Y