Charbone Hydrogen Corporation — Proxy Solicitation & Information Statement 2022

Aug 31, 2022

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CHARBONE HYDROGEN CORPORATION

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To the shareholders of Charbone Hydrogen Corporation:

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of Charbone Hydrogen Corporation (the “ Corporation ”) will be held by way of live webcast at https://bit.ly/3TbB7RH, on Thursday, September 22, 2022, at 10 a.m. (Eastern Standard Time) for the following purposes:

1. to receive the financial statements of the Corporation for the fiscal year ended December 31, 2021 and December 31, 2020 and the independent auditor’s report thereon (the “ Financial Statements ”);

2. to elect the directors of the Corporation named in the enclosed management proxy circular (the “ Circular ”), namely Mena Beshay, Brigitte Chabarekh, Dave B. Gagnon, Frédéric Lecoq et François Vitez , who will serve until the next annual meeting of shareholders or until their successors are elected or appointed;

3. to appoint KPMG LLP as the external auditor of the Corporation and to authorize the directors of the Corporation to set its compensation;

4. to consider and, if deemed advisable, adopt a resolution (which is set out in Schedule “A” of the Circular) concerning the ratification and confirmation of the stock option plan of the Corporation, the whole as described in the Circular; and

5. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The Circular and proxy form for the Meeting are attached to this notice.

Brossard, Québec, August 25, 2022

By order of the board of directors of the Corporation (the “Board”),

(s) Dave B. Gagnon

Dave B. Gagnon President of the Board and Chief Executive Officer

In order to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders arising from the ongoing public health concerns related to the coronavirus pandemic (“ COVID19 ”), the Corporation is inviting Shareholders to attend the meeting via live webcast. Participants are asked to register in advance of the Meeting and in any event prior to 10:00 a.m. (EST) on September 22, 2022. Participants will first need to enter their name and email address at: https://bit.ly/3TbB7RH. Participants will then receive a confirmation email with the URL for the Meeting at the email address they registered. Shareholders will have an equal opportunity to participate at the Meeting through this method regardless of their geographic location. As always, we encourage Shareholders to vote their Common Shares prior to the Meeting.

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Shareholders of the Corporation whose Common Shares are registered in the Corporation’s register in their name may exercise their right to vote by attending the Meeting or by completing a proxy form or voting instruction form. If you are unable to be present physically or via live webcast at the Meeting, kindly complete, date and sign the proxy form or voting instruction form for the Meeting. Proxies must be received by the transfer agent and registrar of the Corporation no later than 10 a.m. (Eastern Standard Time) on September 20, 2022 or 48 hours, excluding Saturday, Sunday or holiday, preceding the resumption of the Meeting after an adjournment (i) by mail at TSX Trust Company, P.O. Box 721, Agincourt, Ontario, M1S 0A1; (ii) by facsimile machine at 416-368-2502 or by toll-free number in Canada and the United States 1-866-781-3111; (iii) by calling the toll-free number in Canada and the United States 1-888-489-7352; (iv) by casting your vote online to the following website: www.tsxtrust.com/vote-proxy; or (v) by scanning and sending it by email to proxyvote@tmx.com.

If you are not a registered Shareholder but you are a beneficial owner, please follow the instructions contained in the Circular.

Notice and Access

The Corporation is utilizing the notice and access mechanism (the “ Notice and Access Provisions ”) under Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer and Regulation 51-102 respecting Continuous Disclosure Obligations , for distribution of proxy-related materials to registered and beneficial Shareholders. The Notice and Access Provisions are a set of rules that allow reporting issuers to post electronic versions of proxy-related materials (including management information circulars) and annual financial statements via the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) and one other website, rather than mailing paper copies of such materials to Shareholders. Shareholders will still receive a notice of Meeting, a proxy form and a voting instruction form.

Shareholders with question about the Notice and Access Provisions can contact TSX Trust Company toll free at 1-888-433-6443 or by email at tsxt-fulfilment@tmx.com. Shareholders may choose to receive a paper copy of the Circular and the Financial Statements by contacting TSX Trust Company toll free at 1- 888-433-6443 or by email at tsxt-fulfilment@tmx.com. Electronic copies of the notice of Meeting, the Circular, the proxy form, the voting instruction form and the Financial Statements may be found on the Corporation’s SEDAR profile at www.sedar.com and at the Corporation’s website at https://www.charbone.com/en/assemblee-annuelle-2022 as of August 31, 2022. The Corporation will not use the procedure known as “stratification” in relation to the use of Notice and Access Provisions. Stratification occurs when a reporting issuer using the Notice and Access Provisions provides a paper copy of the Circular and other relevant documents relating to the Meeting to certain Shareholders with the notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice and Access Provisions, which will not include paper copies of the Circular and the Financial Statements.

Please review the Circular carefully and in full prior to voting as the Circular has been prepared to help you make an informed decision on the matters to be acted upon. The Circular and the Financial Statements are available under the Corporation’s profile on SEDAR at www.sedar.com.

In order to ensure that paper copies of the Circular and the Financial Statements can be delivered to a requesting Shareholder in time for such Shareholder to review the Circular and the Financial Statements and return a voting instruction form or proxy form prior to the deadline, it is strongly suggested that a Shareholder ensure their request is received no later than at 10 a.m. Eastern Standard Time) on September 8, 2022.