Charbone Hydrogen Corporation — Proxy Solicitation & Information Statement 2022

Aug 31, 2022

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Appointment of Proxyholder

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I/We, being holder(s) of Common Shares of Charbone Hydrogen Corporation (the “Corporation”), hereby appoint Mr. Dave B. Gagnon, Chief Executive Officer and President of the Board, or failing him, Mr. Benoit Veilleux, Chief Financial Officer, or

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Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below directions (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual General and Special Meeting of Shareholders of the Corporation to be held at 10:00 a.m. (Eastern Time) on September 22, 2022, in a virtual-only format via live webcast online at https://bit.ly/3TbB7RH (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. If you appoint a proxyholder other than the two persons listed above, YOU MUST return your proxy by mail or email and YOU OR YOUR PROXYHOLDER MUST ALSO either complete the electronic form available at https://www.tsxtrust.com/control-number-request or call TSX Trust at 1-866-751-6315 (toll free in Canada and the United States) or 212-235-5754 (other countries) by 10:00 a.m. (Eastern Time) on September 20, 2022, so that TSX Trust may provide the proxyholder with a 13-digit proxyholder control number via email. This proxyholder control number will allow your proxyholder to log in to and vote at the Meeting. Without a proxyholder control number, your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.

, NC 2

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen.

Please use a dark black pencil or pen.
1. Election of Directors	FOR	WITHHOLD
1. Mena Beshay			❑❑	❑❑
2. Brigitte Chabarekh
3. Dave B. Gagnon
4. Frédéric Lecoq
5. François Vitez
				FOR	WITHHOLD
2. Appointment of Auditors

2. Appointment of Auditors

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

3. Corporation’s Stock Option Plan FOR AGAINST

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

Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please mark the applicable boxes below. Please note if you do not mark the appropriate box, you will not receive any documents from the Corporation. You may also go to TSX Trust website https://ca.astfinancial.com/financialstatements and input code 5450a.

 I would like to receive quarterly financial statements  I would like to receive annual financial statements

I/We hereby authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this proxy will be voted FOR a matter by the Corporation’s appointees or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted at the Meeting, I/We authorize you to vote as you see fit.

________ ___________ Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 10:00 a.m. (Eastern Time) on September 20, 2022.

Proxy Form – Annual General and Special Meeting of Shareholders of Charbone Hydrogen Corporation to be held on Thursday, September 22, 2022 (the “Meeting”)

Notes to Proxy

1. Every holder has the right to appoint a person other than the management nominees designated overleaf to attend and act on his or her behalf at the Meeting.

2. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

3. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

4. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Management Proxy Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

5. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together in respect of such security.

All holders should refer to the Management Proxy Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of the Corporation’s management.

All proxies must be received by 10:00 a.m. (Eastern Time) on September 20, 2022.

How to Vote

• INTERNET TELEPHONE

• • Go to www.tsxtrust.com/vote-proxy Use any touch-tone phone, call toll free in Canada and • Cast your vote online United States 1-888-489-7352 and follow the voice • View Meeting documents instructions.

• To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, do not return this proxy.

MAIL OR EMAIL

• Complete and return your signed proxy in the envelope provided or send to: TSX Trust Company (“TSX Trust”) P.O. Box 721 Agincourt, Ontario M1S 0A1

You may alternatively or scan and email your proxy to proxyvote@tmx.com.

An undated proxy is deemed to bear the date on which it is mailed by Management to you.

If you wish to receive investor documents electronically in the future, please visit https://ca.astfinancial.com/edelivery to enrol.