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Enerflex Ltd. — Proxy Solicitation & Information Statement 2026
Apr 1, 2026
46831_rns_2026-04-01_d411bb1f-4250-421e-9bee-d549bf72330f.pdf
Proxy Solicitation & Information Statement
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NOTICE OF 2026 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
WHEN:
Wednesday, May 6, 2026
1:30 p.m. Mountain Daylight Time
WHERE:
Online at: https://virtual-meetings.tsxtrust.com/1866
Passcode: enerflex2026 (case sensitive)
ITEMS OF BUSINESS AT THE MEETING
At the meeting, the following items of business will be considered:
- Receive the Annual Consolidated Financial Statements of Enerflex Ltd. as at and for the year ended December 31, 2025, together with the report of the independent auditors thereon
- Fix the number of directors of Enerflex Ltd. to be elected at the meeting at ten (10)
- Elect the directors of Enerflex Ltd.
- Appoint Ernst & Young LLP as the independent auditors of Enerflex Ltd. for the ensuing year and authorize the directors to fix their remuneration
- Hold a non-binding, advisory vote on our approach to executive compensation
- Approve Enerflex Ltd.'s new omnibus incentive plan and ratify the awards to the officers and other eligible participants under the omnibus incentive plan as more particularly described in the accompanying management information circular
- Any other business that may be properly brought before the meeting
The Board of Directors of Enerflex Ltd. unanimously recommends that all Shareholders vote FOR all resolutions on the items of business listed above.
WHO CAN VOTE?
You are entitled to receive notice of and vote at the meeting if you hold Enerflex common shares at the close of business on March 13, 2026.
NOTICE OF 2026 MEETING
The management information circular dated March 20, 2026 ("Circular") contains information relating to the items of business to be brought before the meeting, as well as other annual disclosure. Please review all information contained in the Circular before voting.
Enerflex has elected to use the notice-and-access provisions for the meeting in respect of mailings to its shareholders. All Shareholders of record as of March 13, 2026 will be mailed a notice package which will include: (i) the form of proxy or voting instruction form, as applicable; (ii) basic information about the meeting and matters to be voted on at the meeting; (iii) instructions on how to obtain a paper copy of the meeting materials; and (iv) a plain language explanation of how the notice-and-access system operates and how the meeting materials can be accessed online including on our website at www.enerflex.com.
Enerflex
Management Information Circular
Beneficial Shareholders are asked to consider signing up for electronic delivery ("E-delivery") of future Shareholder meeting materials. E-delivery is a convenient way to make distribution of materials more efficient and is an environmentally responsible alternative, eliminating the use of printed paper and the carbon footprint of the mail delivery process. Signing up is quick and easy: go to www.proxyvote.com, sign in with your control number, vote on the proposed resolutions and, following your vote confirmation, you will be able to select the electronic delivery box and provide an email address. Having registered for E-delivery, you will receive future Shareholder meeting materials by email and will be able to vote on your device by simply following a link in the email sent by your financial intermediary, provided your intermediary supports this service.
VOTING AND PROXIES
Shareholders can vote their Enerflex common shares by using the proxy form or voting instruction form, as applicable, included in the materials that have been mailed. Registered Shareholders and duly appointed proxyholders (including Beneficial Shareholders who have duly appointed themselves as proxyholder) that attend the virtual meeting will be able to vote by completing a ballot online during the meeting through the virtual meeting platform. If you use your control number to log in to the meeting, any vote you cast at the virtual meeting will automatically and without any further action revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the virtual meeting. Your vote will be counted and acted upon in accordance with your previously provided instructions. You should only vote at the virtual meeting if you have not previously voted or wish to change your vote.
ASKING QUESTIONS AT THE MEETING
Registered Shareholders and duly appointed proxyholders (including Beneficial Shareholders who have duly appointed themselves as proxyholders) who attend the virtual meeting will be able to ask questions. Guests (including Beneficial Shareholders who have not duly appointed themselves as proxyholder) can log in and listen to the meeting but will not be able to vote or ask questions during the meeting.
PLEASE TAKE A MOMENT TO VOTE. YOUR PARTICIPATION IS IMPORTANT TO US.
Calgary, Alberta
March 20, 2026
By order of the Board of Directors of Enerflex Ltd.
(signed) "Kevin J. Reinhart"
Kevin J. Reinhart, Chair of the Board
The specific details of the matters proposed to be put before the meeting are set forth in the Circular accompanying and forming part of this Notice of 2026 Annual and Special Meeting of Shareholders. You are encouraged to vote in advance of the meeting by proxy using the various available voting channels, as described in the Circular. You are entitled to vote if you hold Enerflex Ltd. common shares at the close of business on March 13, 2026, the record date for the meeting.
To ensure your votes are counted at the meeting, your proxy must be received by TSX Trust Company by May 4, 2026, at 1:30 pm (Mountain Daylight Time) or not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the time set for the holding of any adjournment(s) or postponement(s) of the meeting. If you received a voting instruction form, you must provide your instructions as specified in the voting instruction form in sufficient time for the intermediary to act on them prior to that deadline.
Enerflex
Management Information Circular