hammond POWER SOLUTIONS

March 20, 2026

Notice of Meeting
and Management
Information Circular

hammond

POWER SOLUTIONS

Notice of Meeting & Management Information Circular

Annual General and Special Meeting of Shareholders
to be held
Wednesday, May 6, 2026
1:30 p.m.
(Eastern Time)

Delta Hotels by Marriott Guelph Conference Centre
(Gryphon Room)
50 Stone Road West
Guelph, Ontario
N1G 0A9

Hammond Power Solutions - Notice of Annual General and Special Meeting of Shareholders

hammond

Hammond Power Solutions Inc.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of Shareholders of Hammond Power Solutions Inc. ("HPS" or the "Corporation") will be held at Delta Hotels by Marriott Guelph Conference Centre (Gryphon Room) at 50 Stone Road West, Guelph, Ontario, N1G 0A9 on Wednesday, May 6, 2026, at 1:30 p.m. (Eastern Time) (the "Meeting") for the following purposes:

to receive the financial statements for the period ending December 31, 2025, together with the report of the auditor of the Corporation thereon (collectively, the "Financial Statements"); See Particulars of Matters to be Acted Upon – 1. Presentation of the Financial Statements and the Report of the Auditor (page 6 in the Management Information Circular);
to elect the directors of the Corporation (the "Directors"); See Particulars of Matters to be Acted Upon – 2. Election of Directors (pages 6-12 in the Management Information Circular);
to appoint KPMG LLP, Chartered Professional Accountants, as the auditor of the Corporation (the "Auditor") and to authorize the Directors to fix the remuneration of the Auditor; See Particulars of Matters to be Acted Upon – 3. Appointment of Auditor (pages 12-13 in the Management Information Circular);
to consider, and if deemed appropriate, to pass without variation an ordinary resolution, the text of which is set out in the Management Information Circular, approving, ratifying and confirming By-Law No. 3 of the Corporation, which was approved by the Directors on March 5, 2026 See Particulars of Matters to be Acted Upon – 4. Ratification and Approval of By-laws (pages 13-14 in the Management Information Circular); and
to transact all such further and other business as may properly come before the Meeting or any adjournment thereof.

RECORD DATE: Shareholders are entitled to vote at the Meeting, and any adjourned or postponed Meeting, if they held Class A Subordinate Voting Shares or Class B Common Shares as of 5:00 p.m. (Eastern Time) on March 17, 2026 (the "Record Date").

NOTICE-AND-ACCESS: The Corporation will continue its use of the "notice-and-access" mechanism for the delivery of Meeting materials to both registered and non-registered shareholders in connection with the Meeting. As such, the Corporation is providing shareholders with electronic access to this notice of meeting, the Management Information Circular, and Financial Statements (collectively, the "Meeting Materials"). The Meeting Materials are available on the website of Computershare Investor Services Inc. (the "Transfer Agent") at www.envisionreports.com/HPSQ2026 and on the Corporation's profile on SEDAR+ at www.sedarplus.ca, instead of printing and mailing out copies of the Meeting Materials. Shareholders who receive this notice can request a paper copy of such Meeting Materials, although electronic delivery reduces the cost and environmental impact of producing and distributing paper copies of documents in very large quantities. It also provides shareholders with faster access to information about the Corporation. Shareholders who have already signed up for electronic delivery of such Meeting Materials will continue to receive them by e-mail. All shareholders are reminded to review such Meeting Materials before voting, as they have been prepared to help make an informed decision in connection with the Meeting.

Hammond Power Solutions - Notice of Annual General and Special Meeting of Shareholders

hammond

POWER SOLUTIONS

PAPER COPIES OF MEETING MATERIALS:

Shareholders may request to receive paper copies of the Meeting Materials by mail at no cost. Requests for paper copies may be made using a control number ("Control Number") as it appears on the voting instruction form ("Voting Instruction Form") or in the proxy ("Proxy"). To ensure a shareholder receives the materials in advance of the voting deadline and Meeting date, all requests must be received no later than April 24, 2026. If a shareholder requests the Meeting Materials, please note that another Voting Instruction Form and Proxy will not be sent. The shareholder must retain its current one for voting purposes.

For Holders with a 15 Digit Control Number: Requests for Meeting Materials can be made by calling Toll Free, within North America 1-866-962-0498 or direct, from outside North America (514) 982-8716, and entering the Control Number as indicated on the Voting Instruction Form or Proxy. To obtain paper copies of the Meeting Materials after the Meeting, the shareholder can contact the Transfer Agent at 1-855-887-2243.

For Holders with a 16 Digit Control Number: Request for Meeting Materials can be made by calling Toll Free, within North America 1-877-907-7643 or direct, from outside North America 1-303-562-9305 and entering the Control Number as indicated on the Voting Instruction Form or Proxy. To obtain paper copies of the Meeting Materials after the Meeting, please contact the Transfer Agent at 1-877-907-7643.

A paper copy will be sent to each shareholder by first class mail, courier or the equivalent within 3 business days of receiving such request, if the request is made at any time prior to the Meeting. To receive the Meeting Materials prior to the proxy deadline (as described below) for the Meeting, a shareholder should request the same before 8:00 a.m. (Eastern Time) on April 24, 2026. For requests received on or after the date of the Meeting, a paper copy will be sent by first class mail, courier or the equivalent within 10 calendar days after receiving the request.

If there are any other questions about "notice-and-access", please contact Kristin Vanderlaan at 519-822-2441 or email [email protected].

HOW TO VOTE: It is very important that shareholders read the Meeting Materials carefully before voting. A Shareholder is eligible to vote their shares if they were a shareholder of record of the Corporation at the close of business on the Record Date. If the shareholder held shares of HPS as of the close of business on that date, they have the right to cast votes in accordance with the rights and privileges of the relevant class of shares on any resolution to be voted upon at the Meeting. A shareholder may vote in person or by proxy; however, the Corporation encourages shareholders to vote by proxy in advance of the Meeting. HPS's goal is to secure as large a representation as possible of shareholders at the Meeting. A shareholder may vote by proxy in any of the ways noted in the Circular and in the form of Proxy or Voting Instruction Form.

Non-Registered Shareholders: If a shareholder's shares are held in an account with a brokerage firm or an Intermediary thereof, they are not a registered shareholder of the Corporation (a "Non-Registered Shareholder"). If a Non-Registered Shareholder has received the Meeting materials through their broker or through another intermediary, please follow the instructions set out in the voting instruction form or other instructions received from the intermediary to ensure that their shares will be voted at the Meeting. To be effective, a Non-Registered Shareholder's voting instructions must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the Meeting or an adjournment or postponement thereof, to be used at the Meeting or an adjournment or postponement thereof.

Registered Shareholders: Registered shareholders of the Corporation (a "Registered Shareholder") that are unable to attend the Meeting in person but wish to ensure that their shares will be voted at the Meeting have to return the accompanying form of Proxy to the Transfer Agent using one of the methods set out in the form of Proxy not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the Meeting or an adjournment or postponement thereof, to be used at the Meeting or an adjournment or postponement thereof. For voting by mail, registered shareholders should complete and sign their Proxy form and it must be received by the Transfer Agent at Computershare Investor Services Inc., 1320 Bay ST 14th Floor Toronto, Ontario, Canada M5H 4A6, Attention: Proxy Department, by no later

Hammond Power Solutions - Notice of Annual General and Special Meeting of Shareholders

hammond

than 1:30 p.m. (Eastern time) on May 4, 2026.

The deadline to vote your proxy in advance of the Annual Meeting is 1:30 p.m. ET, on Monday, May 4, 2026.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK

To vote by telephone or Internet, a shareholder will need to provide the control number noted on the bottom of its form of proxy that was previously sent to such shareholder.

To vote using the telephone: Call 1-866-732-8683 (Toll Free)
To vote using the Internet: Follow the instructions at www.investorvote.com

DATED at Guelph, Ontario, this 20th day of March, 2026

On behalf of the Board of Directors of the Corporation

Kyle Kuepfer
Chief Legal Officer and Corporate Secretary

Hammond Power Solutions - Notice of Annual General and Special Meeting of Shareholders

hammond power solutions

MANAGEMENT INFORMATION CIRCULAR

Forward-Looking Information

This Management Information Circular (the “Management Information Circular”) contains forward-looking statements that involve a number of risks and uncertainties, including statements that relate to among other things, HPS’s strategies, intentions, plans, beliefs, expectations, assumptions, projections, and estimates, in connection with general economic and business outlook, prospects and trends of the industry, expected demand for products and services, product development and the Corporation’s competitive position. Forward-looking statements can generally be identified by the use of words such as “may”, “will”, “could”, “should”, “would”, “likely”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “objective” and “continue” and words and expressions of similar import, including the negative threof. Although the Corporation believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from expectations include but are not limited to: general business and economic conditions (including but not limited to risks related to foreign currency fluctuations and changing interest rates); risks associated with the Corporation’s business environment (such as risks associated with the financial condition of the oil and gas, mining and infrastructure project business); geopolitical risks, including the imposition of any tariffs, surtaxes or other restrictive trade measures or countermeasures affecting trade in jurisdictions the Corporation operates (including between Canada, Mexico, and/or the United States); the risk of the Corporation failing to convert backlog into revenue; the risk of customers cancelling key projects; climate related risks; changes in laws and regulations; technological changes in products and systems impacting demands for the Corporation’s products; operational risks (such as risks related to existing and developing new products and services); doing business with partners and suppliers; product sales and performance; cybersecurity risks; attraction and retention of talent risk; legal and regulatory proceedings; insurance coverage adequacy risk; credit risk associated with recovering funds from customers; dependence on certain customers and suppliers; costs associated with raw materials, products and services; dependence on key facilities; human resources; and the ability to execute strategic plans. The Corporation does not undertake any obligation to update publicly or to revise any of the forward-looking statements contained in this document, whether as a result of new information, future events or otherwise, except as required by law. For a comprehensive list of significant material risk factors, please see the Corporation’s Q4 Management Discussion & Analysis, filed on SEDAR+.

This forward-looking information represents the Corporation’s views as of the date of this Management Information Circular and such information should not be relied upon as representing the Corporation’s views as of any date subsequent to the date of this Management Information Circular. The Corporation has attempted to identify important factors that could cause actual results, performance or achievements to vary from those current expectations or estimated, expressed or implied by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations.

There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

The information in this Management Information Circular is current as of March 5, 2026, and all dollar figures are in Canadian currency except where stated otherwise.

Hammond Power Solutions - Management Information Circular

hammond Power Solutions

SOLICITATION OF PROXIES ... 3
Appointment and Revocation of Proxies ... 3
Exercise of Discretion by Proxies ... 3
Interest of Certain Persons and Companies in Matters to be Acted Upon ... 4
Voting Shares ... 4
PARTICULARS OF MATTERS TO BE ACTED UPON ... 5
1. Presentation of the Financial Statements and the Report of the Auditor ... 6
2. Election of Directors ... 6
3. Appointment of Auditor ... 12
4. Ratification and Approval of Bylaws ... 13
EXECUTIVE COMPENSATION ... 14
DIRECTOR COMPENSATION ... 31
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN ... 35
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 35
CORPORATE GOVERNANCE PRACTICES ... 35
ADDITIONAL INFORMATION ... 40
General ... 41

Hammond Power Solutions - Management Information Circular

hammond Power Solutions

SOLICITATION OF PROXIES

This Management Information Circular is provided to the shareholders of the Corporation (the "Shareholders") in connection with the solicitation of proxies by management of HPS and by the Board of Directors of HPS (the "Board", the directors thereof, collectively the "Directors" and each, a "Director") for use at the Annual General and Special Meeting of Shareholders of the Corporation referred to in the Corporation's Notice of Annual General and Special Meeting of Shareholders to be held at Delta Hotels by Marriott Guelph Conference Centre (Gryphon Room) at 50 Stone Road West, Guelph, Ontario, N1G 0A9 on Wednesday, May 6, 2026, at 1:30 p.m. ET (the "Meeting").

It is expected that the solicitation of proxies by management of the Corporation will either be electronically and/or by mail. Proxies may also be solicited personally by employees, officers and directors of the Corporation at nominal cost. The cost of solicitation by management will be borne by the Corporation. To be valid for use at the Meeting, proxies must be received by Computershare Investor Services Inc. (the "Transfer Agent") no less than 48 hours (excluding Saturdays, Sundays and statutory and civic holidays) preceding the commencement of the Meeting or any adjournment thereof at which the proxy is to be used.

Appointment and Revocation of Proxies

The persons named in the form of proxy are members of the management of the Corporation. A Shareholder may appoint a proxy holder other than the persons designated in the accompanying form of proxy to attend on behalf of the Shareholder at the Meeting. A Shareholder desiring to appoint some other person or company to represent them at the Meeting may do so either by inserting such person's or company's name in the blank space provided in the accompanying form of proxy and striking out the names of the persons specified or by completing another proper form of proxy and, in either case, delivering the completed proxy in accordance with the instructions printed on the accompanying form of proxy.

A Shareholder who has given a proxy, may revoke it either by: (a) signing or having an authorized attorney sign a proxy bearing a later date and delivering it in accordance with the printed instructions aforementioned; or (b) signing or having an authorized attorney sign a written notice of revocation and by delivering it to the Corporation or an agent thereof prior to the commencement of the Meeting or as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such proxy, by handing it to the chair of the Meeting (the "Chair").

A person named as a proxy need not be a Shareholder to vote the shares to be voted by the form of proxy in which he or she is named. The notes and instructions printed on the form of proxy accompanying the Notice of Meeting should be read carefully and followed closely.

Exercise of Discretion by Proxies

If the enclosed form of proxy is properly completed and returned, the person named in the proxy will vote or withhold from voting the shares represented by the proxy in accordance with the instructions of the Shareholder appointing him or her as indicated on the form of proxy, or as otherwise instructed in writing on any ballot or vote that may be called for, and, if the Shareholder specifies a choice, such choice will be voted accordingly. Where no choice is indicated on the form of proxy, nor contrary written instructions received, an affirmative vote will be made in respect of the matters properly put before the Meeting. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of the matters set out in the form of proxy and on all other matters which may properly come before the Meeting. As of the date hereof, the management of the Corporation knows of no such amendment or variation nor of any matter to come before the Meeting other than the matters referred to in the Notice of Meeting.

Voting by Non-Registered Shareholders

Only registered Shareholders or duly appointed proxy holders are permitted to vote at the Meeting. Many Shareholders are beneficial shareholders but are "non-registered" shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares.

Hammond Power Solutions - Management Information Circular

hammond Power Solutions

A person is not a registered Shareholder (a “Non-Registered Holder”) in respect of shares which are held either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered Registered Retirement Savings Plans, Registered Retirement Income Funds, Registered Education Savings Plans, Tax Free Savings Accounts and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.), of which the Intermediary is a participant.

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) the Corporation has distributed copies of: (i) the Notice of Meeting, (ii) this Management Information Circular, (iii) the financial statements for the period ending December 31, 2025, together with the report of the auditor of the Corporation thereon and other documents in connection with the Meeting (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. The Corporation has also posted this Management Information Circular on the Transfer Agent’s website at www.envisionreports.com/HPSQ2026. Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Beneficial Shareholders are either “objecting beneficial owners” or “OBOs”, who object to the disclosure by Intermediaries of information about their ownership in the Corporation, or “non-objecting beneficial owners” or “NOBOs”, who do not object to such disclosure. The Corporation is not sending Meeting Materials directly to NOBOs in accordance with NI 54-101. The Corporation intends to pay for Intermediaries to send the Meeting Materials to OBOs.

Intermediaries will frequently use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder and must be completed, but not signed, by the Non-Registered Holder and deposited with Computershare Investor Services Inc.; or

b) more typically, be given a voting instruction form (often called a “proxy authorization form”) which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow.

Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

Interest of Certain Persons and Companies in Matters to be Acted Upon

No person, who has been a Director or executive officer of the Corporation during the past financial year of the Corporation and no person who is a proposed nominee for election as a Director of the Corporation or any associate or affiliate of such Director, executive officer or proposed nominee, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted upon at the Meeting, other than the election of Directors.

Voting Shares

The Corporation has authorized capital of an unlimited number of Class A Subordinate Voting Shares and an unlimited number of Class B Common Shares, each without par value.

As at the date hereof, there were issued and outstanding 9,126,624 Class A Subordinate Voting Shares and 2,778,300 Class B Common Shares.

Hammond Power Solutions - Management Information Circular

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The holders of record of the Class A Subordinate Voting Shares and the Class B Common Shares on March 17, 2026 (the “Record Date”), are entitled to receive notice of and to vote at the Meeting and at any adjournment thereof. A transferee of Class A Subordinate Voting Shares or Class B Common Shares acquired after such Record Date will be entitled to vote such shares at the Meeting or any adjournment thereof if such transferee produces properly endorsed certificates for such shares, or otherwise establishes that he or she owns such shares, and demands, at least ten business days before the Meeting, to be included on the list of Shareholders entitled to vote at the Meeting. The failure of any Shareholder to receive notice of the Meeting shall not deprive such Shareholders of voting at the Meeting. Each Class A Subordinate Voting Share carries the right to one vote, and all such shares represent approximately 45.1% of the aggregate voting rights of the Corporation.

Each Class B Common Share carries the right to four votes. Each holder of Class B Common Shares is entitled to vote at the Meeting, except to the extent that he or she has transferred ownership of such shares after the Record Date.

To the best of the knowledge of the Directors and executive officers of the Corporation, there are no holders, directly or indirectly, owning 10% or more of the voting rights attached to all issued and outstanding Class A Subordinate Voting Shares of the Corporation as at the date hereof.

As at the date hereof, Arathorn Investments Inc. beneficially owns 2,778,300 Class B Common Shares of the Corporation, representing 100% of the issued and outstanding Class B Common Shares of the Corporation and 424,636 Class A Subordinate Voting Shares of the Corporation, representing approximately 4.7% of the issued and outstanding Class A Subordinate Voting Shares of the Corporation. All of the issued and outstanding voting shares of Arathorn Investments Inc. are beneficially owned or controlled by William G. Hammond.

In the event of a “take-over bid” (as defined in the Securities Act (Ontario)) being made for the Class A Subordinate Voting Shares or the Class B Common Shares which results in either the W. G. Hammond Family (defined below) or any Acceptable Successor (defined below) ceasing to beneficially own, directly or indirectly, shares of the Corporation carrying not less than 50% of the votes attaching to all issued shares of the Corporation, each Class A Subordinate Voting Share shall be deemed to have been converted into one Class B Common Share. “W. G. Hammond Family” means any one or more of William G. Hammond, his spouse, estate, issue or heirs, any trustee, executor, administrator or personal representative of his estate, or any corporation which any one or more of the foregoing together control within the meaning of the Securities Act (Ontario); and “Acceptable Successor” means any person or persons acting jointly or in concert who beneficially own, directly or indirectly, such number of Class A Subordinate Voting Shares, Class B Common Shares or any other class or series of shares of the Corporation to which are attached not less than 50% of the votes attaching to all issued shares of the Corporation, provided that all such Class B Common Shares so owned by such person or persons which have been acquired from the Corporation, the W. G. Hammond Family or another Acceptable Successor have been acquired: i) at a price or for consideration of a value not exceeding the then current price (as defined in the articles of the Corporation) of the Class A Subordinate Voting Shares on a published market (as defined in the articles), plus 15%; or ii) in a transaction or series of transactions including the making of a general offer for Class A Subordinate Voting Shares: (A) at a price or for consideration of a value not less than the price or value, and on terms not less favorable than terms, applying to the purchase of the Class B Common Shares, on a share for share basis, and (B) comprising the lesser of all the Class A Subordinate Voting Shares or that number of Class A Subordinate Voting Shares equal to the number of Class B Common Shares acquired multiplied by four.

For additional details concerning the rights, privileges, and characteristics of Class B Common Shares, please see the Company’s Articles of Incorporation filed on SEDAR+.

PARTICULARS OF MATTERS TO BE ACTED UPON

At the Meeting, the Corporation will deal only with the items set out in this Management Information Circular and Notice of Meeting, and any other items that are properly brought before the Meeting under applicable law. No shareholder proposals were received by the Corporation with respect to the Meeting. No Director has informed management of the Corporation of any intent to oppose any action to be taken by management at the Meeting.

Hammond Power Solutions - Management Information Circular

hammond Power Solutions

The Chair will decide whether any item has been properly brought before the Meeting and may rule out of order (and disregard) any business that is not properly before the Meeting. Shareholders will have an opportunity to ask questions of the Corporation’s management following the conclusion of the Meeting.

1. Presentation of the Financial Statements and the Report of the Auditor

The audited consolidated financial statements of the Corporation and its subsidiaries for the year ended December 31, 2025 and the report of the auditor of the Corporation will be presented at the Meeting by management. Copies of the financial statements can be downloaded at http://www.envisionreports.com/HPSQ2026 or from the Corporation’s profile at www.sedarplus.ca, or mailed to Shareholders, on request, in accordance with the instructions in this Management Information Circular.

2. Election of Directors

The Board of the Corporation is elected annually. The Board has the authority to determine and fix the number of Directors within the limits set out in the Corporation’s articles of incorporation, as amended (the “Articles”) and through a special resolution passed by the shareholders of the Corporation on May 11, 2001 (the “Special Shareholder Resolution”). Pursuant to the Articles and the Special Shareholder Resolution, the Board is currently fixed at and consists of nine (9) Directors.

Ms. Dahra Granovsky has advised the Corporation and the Board of her intention to retire from the Board and therefore not stand for re-election at the Meeting. HPS’s Board and management would like to thank Ms. Granovsky for her years of service to the Board and to the Corporation.

In connection with Ms. Granovsky’s retirement, the Board has determined not to nominate a successor Director at this time. Accordingly, shareholders are being asked to elect eight (8) Directors at the Meeting. Upon the completion of the election of Directors at the Meeting, the Board will consist of eight (8) Directors.

HPS is currently engaged in a review of potential candidates to join the Board. In the event a suitable candidate(s) is identified prior to the next annual general meeting of shareholders, the Board may, in accordance with the Articles and the authority granted by the Special Shareholder Resolution, increase the size of the Board and appoint such individual(s) to the Board to hold office until the next annual general meeting of shareholders, at which time such individual(s) would stand for election.

The management representatives named in the form of proxy accompanying this Management Information Circular intend to vote for the election of the Board comprising the nominees whose names are set forth below. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a Director but should that occur for any reason prior to the Meeting, the person named in the enclosed form of proxy reserves the right to vote for another nominee in his or her discretion. Subject to the foregoing, each Director elected will hold office until the next annual meeting of the Corporation or until a successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with the by-laws of the Corporation.

As a Toronto Stock Exchange (“TSX”) listed issuer that is majority controlled, the Corporation will rely on an exemption from the majority voting requirement prescribed by the TSX Company Manual. Listed issuers with more than one class of securities may only rely on this exemption with respect to the majority-controlled classes that vote together for the election of directors. The Corporation intends to rely on this exemption. In determining to rely on this exemption, the Board of Directors has considered, among other factors, that: (1) the Corporation has not historically experienced a high number of withheld votes in respect of the election of its Directors; and (2) in light of the voting rights held by Mr. Hammond and related parties amounting to approximately 57.3% of the votes eligible to be cast at the Meeting and his declared intention to cause these votes to be cast in favor of the nominees, it is very unlikely that any Director would not receive more “for” votes than “withheld” votes. The Corporation continues to review and consider, among other things, its director election voting policy, evolving market practices on majority policies and best practices in corporate governance.

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POWER SOLUTIONS

The following table and notes thereto state the names of all the persons proposed to be nominated by the management of the Corporation for election as Directors, their place of residence, their principal occupations or employment and the date on which each became a Director of the Corporation. The table also sets out the number and type of shares of the Corporation or of any subsidiary of the Corporation beneficially owned, directly or indirectly, or controlled or directed by each of them as at the date thereof.

William G. Hammond
Guelph, Ontario, Canada

Position with the Board:
Director, Chair of the Board of Directors

Director Since¹: January 2001

Principal Occupation and Positions with other Boards within the past 5 years:
Former Chief Executive Officer, HPS

Number of shares owned or controlled, directly or indirectly:
Class A Subordinate Voting Shares 424,636
Class B Common Shares 2,778,300

Deferred Share Units Ownership: 2,125

Christopher R. Huether
Guelph, Ontario, Canada

Position with the Board:
Director

Director Since: May 2023

Principal Occupation and Positions with other Boards within the past 5 years:
Former Corporate Secretary
Chief Financial Officer, HPS

Number of shares owned or controlled, directly or indirectly:
Class A Subordinate Voting Shares 2,000

Deferred Share Units Ownership: 2,125

The Corporation does not impose Director term limits but does have an evaluation process for Board of Directors renewal.

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POWER SOLUTIONS

Fred M. Jaques
Toronto, Ontario, Canada

Position with the Board:
Director

Director Since: May 2014

Principal Occupation and Positions with other Boards within the past 5 years:
Managing Director, Premium Brands Holdings

Number of shares owned or controlled, directly or indirectly:
Class A Subordinate Voting Shares 2,550

Deferred Share Units Ownership: 50,533

Anne Marie Turnbull
Oakville, Ontario, Canada

Position with the Board:
Director

Director Since: May 2020

Principal Occupation and Positions with other Boards within the past 5 years:
President, AMT Associates Ltd.
Former Director, Exco Technologies Ltd.

Number of shares owned or controlled, directly or indirectly:
Class A Subordinate Voting Shares 7,000

Deferred Share Units Ownership: 18,540

Hammond Power Solutions - Management Information Circular
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POWER SOLUTIONS

J. David M. Wood
London, Ontario, Canada

Position with the Board:
Director

Director Since: May 2020

Principal Occupation and Positions with other Boards within the past 5 years:
Faculty Member - The Ivey Business School
Director, Eden Energy Equipment Limited
Former Board Chair, Danby Appliances

Number of shares owned or controlled, directly or indirectly:
Class A Subordinate Voting Shares 5,500

Deferred Share Units Ownership: 17,529

Adrian Thomas
Toronto, Ontario, Canada

Position with the Board:
Director

Director Since: July 2023

Principal Occupation and Positions with other Boards within the past 5 years:
Chief Executive Officer, HPS

Number of shares owned or controlled, directly or indirectly:
Class A Subordinate Voting Shares 3,929

Deferred Share Units Ownership: Nil

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POWER SOLUTIONS

Nathalie Pilon
Dorval, Quebec, Canada

Position with the Board:
Director

Director Since: May 2025

Principal Occupation and Positions with other Boards within the past 5 years:
Director, Groupe Deschenes
Director, Kinova Robotics
Director, Lassonde Industries
Director, Nouveau Monde Graphite
Chair, Montreal Port Authority
Former President, ABB Canada
Former President, Thomas & Betts, Australia and Canada

Number of shares owned or controlled, directly or indirectly:
Class A Subordinate Voting Shares Nil
Deferred Share Units Ownership: 1,457

Gregory Yull
Sarasota, Florida, USA

Position with the Board:
Director

Director Since: May 2025

Principal Occupation and Positions with other Boards within the past 5 years:
Former President, CEO, Director, Intertape Polymer
Director, EcoSynthetix Inc.

Number of shares owned or controlled, directly or indirectly:
Class A Subordinate Voting Shares 1,095
Deferred Share Units Ownership: 855

The information as to the shares of the Corporation beneficially owned, controlled or directed, directly or indirectly, by the Directors, not being within the knowledge of the Corporation, has been provided by each Director.

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Advance Notice Provisions

Effective March 5, 2026, the Board of Directors adopted the advance notice by-law provisions set out in Part V (Advance Notice of Nominations of Directors) of By-Law No. 3 (the "Advance Notice By-law"), which is described in greater detail below in Particulars to Be Acted Upon – 4. Ratification and Approval of By-Laws. The Advance Notice By-law establishes an orderly and transparent process for Shareholder nominations of directors by requiring that Shareholders provide the Corporation with timely prior written notice of any proposed director nominee and specified information and representations regarding the nominating Shareholder and the proposed nominee.

A Shareholder who wishes to nominate an individual for election as a director at a meeting of shareholders (other than management's nominees) must comply with the Advance Notice By-law by delivering to the Secretary of the Corporation, within the time periods prescribed therein, a written notice of nomination in proper written form that includes the information required by the Advance Notice By-law. If a nomination is not made in accordance with the Advance Notice By-law (including applicable notice deadlines and informational requirements), the Chair of the Meeting may declare the defective nomination invalid and disregard such nomination.

Board Committees

The Board of Directors committee details are listed below naming the Directors who are members of the Board of Directors committees.

Audit Committee

The Audit Committee (as defined herein) is comprised of three independent Directors, being Chris R. Huether, David Wood, and Fred Jaques. Mr. Wood is the Chair of the Audit Committee.

For further information regarding the Audit Committee, please see the section entitled "Audit Committee Information" in the Corporation's Annual Information Form dated March 19, 2026 which can be accessed through SEDAR+ at www.sedarplus.ca.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee (as defined herein) is comprised of two Independent Directors, being Anne Marie Turnbull and Gregory Yull. Ms. Turnbull is the Chair of the Human Resources and Compensation Committee.

Corporate Governance Committee

The Corporate Governance Committee (as defined herein) is comprised of two Directors, Dahra Granovsky and Nathalie Pilon. Ms. Granovsky is the Chair of the Corporate Governance Committee.

The Corporation does not have an Executive Committee of its Board of Directors.

William G. Hammond is the Chair of the Board of Directors and Fred Jaques is the Lead Director (as defined herein).

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Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No proposed director of the Corporation:

a) is, as of the date hereof, or has been, within 10 years before the date hereof, a director, Chief Executive Officer ("CEO") or Chief Financial Officer ("CFO") of any company (including the Corporation) that:

i) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an "Order") that was issued while the proposed director was acting in the capacity as director, CEO or CFO; or

ii) was subject to an Order that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting as director, CEO or CFO;

b) is, as of the date hereof, or has been within 10 years before the date hereof, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

c) has, within 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

d) has been subject to:

i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

3. Appointment of Auditor

The Corporation's current auditor is KPMG LLP. A majority of votes at the Meeting is required to re-appoint KPMG LLP as auditor. Unless otherwise indicated, the persons named in the enclosed form of proxy intend to vote for the re-appointment of KPMG LLP to serve as the Corporation's auditor until the next annual meeting of the Shareholders and to authorize the Directors to fix the remuneration of the auditor.

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The following table sets forth the various services for continuing operations provided by KPMG LLP to the Corporation during the last two fiscal years, together with the fees billed for such services:

Professional Service^{1}	2025	2024
Audit and audit related fees^{2}	$605,705	$596,376
Tax Fees^{3,4,5}	$196,300	$206,819
Other Fees^{6}	-	$67,838
Audit-Related Fees^{7}	$14,214	$12,840

In addition to the above, during 2025 the Corporation paid:
$485,807 (2024 - $370,133,414) to Deloitte (Mexico) related to the Mexican operations.
$65,823 (2024 - $63,101) in audit fees and $4,885 (2024 - $1,636) in tax fees to PWC (India) related to the India operations.
Audit and audit related fees include quarterly review engagements completed during 2024 and 2025.
Included in the tax fees $78,819 (2024 - $46,061) related to the Italian operations.
Preparation of tax returns for the Corporation and all related subsidiaries and the U.S. income tax advisory services and miscellaneous professional tax services.
Tax fees include $65,450 related to transfer pricing in 2025 (2024 - $109,597)
Fees of $67,838 were incurred related to the 2024 prospectus engagement. There was not a similar fee in 2025.
These fees relate to a separate audit of the Corporation's pension plan.

4. Ratification and Approval of Bylaws

On March 5, 2026, the Board passed a resolution to repeal Corporation's existing by-laws and replace them with the by-laws enclosed with this Management Information Circular as Schedule A ("By-Law No. 3"). In order to remain effective, By-Law No. 3 requires the approval of a simple majority of the votes cast by Shareholders in person or by proxy at the Meeting on the issue. A summary of key changes introduced through By Law No. 3 is set out below.

Amendment Description	Amended Section(s)
Updating to align with changes in applicable corporate law and modern governance standards (including duties/standards of conduct, independence requirements, and removal of Canada residency requirements).	4.02, 4.07, 6.01 - 6.05, 7.02
Adopting an advance notice by-law framework for nominations of directors. The advance notice by-law establishes an exclusive process for shareholder nominations of directors, requiring timely written notice with prescribed information and disclosure to be delivered to the Corporation in advance of the meeting. Any nomination not made in compliance with these requirements may be ruled invalid.	Part V (5.01–5.09)
Modernizing to allow for greater technological flexibility (electronic execution, electronic signature, electronic voting, and electronic delivery/communication of documents).	2.04, 11.04, 11.20, 12.01, 12.02
Updating officer governance provisions (streamlining officer roles/appointments and clarifying officer duties/standards).	7.01-7.02
Modernizing securities register / transfer administration provisions (including transfer register language and registered holder concepts).	9.03, 9.06, 9.07
Updating shareholder meeting mechanics and timing rules (notice requirements/periods and record date timelines, including offering-corporation-specific notice language).	11.05, 11.07
Other / housekeeping (structural renumbering of Parts/sections, and effective date / repeal mechanics for the new by-law).	4.10–4.11, 11.09–11.10, 13.01–13.02

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At the Meeting, the Shareholders will be asked to consider, and if deemed advisable, to pass, with or without various, the following ordinary resolution:

“BE IT RESOLVED THAT: By-law No. 3 of the Corporation is hereby ratified and confirmed without amendment as the by-laws of the Corporation and that any predecessor by-laws, including By-Law No. 2 are repealed.”

The Board of Directors recommends that the Shareholders vote in favor of the above resolution.

EXECUTIVE COMPENSATION

This section describes the Corporation’s approach to executive compensation for the CEO, the CFO, and the three other most highly compensated executive officers of the Corporation (the “NEOs”) for the financial year ended December 31, 2025.

Compensation Philosophy and Objectives

While the Board of Directors of the Corporation has not adopted a written policy concerning the compensation of executive officers of the Corporation, it has developed a consistent approach and philosophy relating to executive compensation. The Corporation’s program aims to achieve the following objectives:

Attract, retain and motivate qualified senior executives to support the Corporation’s strategic growth objectives and success;
Reward the achievement of annual and long-term strategic and financial objectives through a pay-for-performance approach;
Align the long-term interests of executives with Shareholders by delivering a significant portion of compensation in long-term variable pay; and
Discourage excessive risk-taking behaviour that could have a material adverse effect on the Corporation.

Compensation Governance and Risk Oversight

The Human Resources and Compensation Committee (the “HRC Committee”), in accordance with its mandate, is responsible for oversight of compensation for the NEOs and reviews the risks associated with the Corporation’s compensation policies and practices.

The Corporation’s compensation programs are designed with a balanced approach aligned with its business strategy and risk profile. The Corporation’s compensation programs are regularly reviewed to ensure they are consistent with best practices while also considering new compensation trends and regulatory guidance.

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What the Corporation does:

Independent Compensation Committee
• 100% of HRC Committee members are independent and have experience in compensation leadership
Pay for Performance
• A meaningful portion of compensation is delivered through variable pay that is aligned with the Corporation’s strategic goals
Peer Benchmarking
• Executive compensation is benchmarked against a size and industry appropriate comparator group
Balanced Short-term and Long-term Incentives
• Mitigates the risk of encouraging the achievement of short-term goals at the expense of long-term shareholder value
Clawback Policy
• The Corporation may recoup equity-based compensation in the event of a financial restatement under applicable securities laws, misstatement or as a result of fraud or willful misconduct, including when a financial restatement is not required
Capped Payouts
• The annual bonus and performance-based long-term incentives are capped at 1.5 times target
Performance-based Vesting for Long-term Incentives with Overlapping Performance Periods
• 60% of long-term incentive awards vest at the end of three years based on financial objectives.
• Overlapping performance periods ensure executives remain exposed to long-term decision-making risks via unvested awards
Regular “Stress Testing” of Incentive Plans
• Incentive plans are stress-tested to ensure a robust understanding of possible outcomes
Insider Trading Policy
• NEOs and all employees are required to comply with the Corporation’s trading policy and processes
Independent Compensation Advisor
• The HRC Committee engages an independent advisor to provide an external perspective of market best practices related to compensation design, governance and compensation risk management
Risk Assessment
• Executive compensation program has been designed, and is periodically reviewed, to ensure that it does not encourage inappropriate risk-taking

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What the Corporation does not do:

No excessive benefits / no tax gross ups
No single-trigger change of control agreements
No excessive severance
No defined benefit retirement plan or supplemental executive retirement plan
No multi-year guarantees
No payout below performance thresholds
No discounting or re-pricing of options
No loans to executives

Named Executives Officers

The following table lists the NEOs of the Corporation in 2025:

Name	Position
Adrian Thomas	Chief Executive Officer
Richard Vollering	Chief Financial Officer & Corporate Secretary
Catherine McKeown	Chief People Officer
David Kinsella	Chief Commercial Officer
Norman Bates	Executive VP, Group Business Development & President of Power Quality Solutions

2025 Performance at a Glance

In 2025, HPS delivered strong top-line growth, with revenue increasing 13.9% to $898 million, driven by disciplined commercial execution and continued expansion in the U.S. and Canadian distribution channels. Volume growth, supported by effective price management, reflected sustained demand across key end markets.

Gross margins declined to 30.2% from 32.8%, primarily due to product mix and the impact of tariffs. These pressures were partially mitigated by management through proactive pricing actions and cost-reduction initiatives across the Corporation's manufacturing footprint.

During the year, management continued to execute on HPS's long-term strategy by investing in capacity expansion, people and technology, while maintaining a strong and flexible balance sheet. This disciplined approach enabled HPS to support current growth, absorb near-term cost pressures, and remain well positioned to pursue future capacity expansion and acquisition opportunities as market conditions warrant.

These results reflect management's focus on profitable growth, operational execution and long-term value creation.

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Composition and Role of the Human Resources and Compensation Committee

Executive compensation philosophy is guided by the HRC Committee. In 2025, the HRC Committee was comprised of independent directors Anne Marie Turnbull and Gregory Yull. The Chair of the HRC Committee is Anne Marie Turnbull.

The HRC Committee members are experienced in the area of executive compensation, with a diverse range of skills and expertise. This includes the design and implementation of fixed and variable compensation programs that align with operational effectiveness, performance evaluation management systems and oversight and approval of compensation arrangements for NEO's and other senior executives.

Anne Marie Turnbull (Chair) acquired relevant experience in human resources while acting as President of AMT Associates Ltd. And National Business Leader, Human Resources Consulting at Willis Towers Watson (formerly Towers Perrin) for numerous years.
Gregory Yull acquired relevant experience while acting as CEO of Intertape Polymer and member of the board of directors of Laticrete International, Velan Inc. and Intertape Polymer Group for numerous years.

The overall purpose of the HRC Committee is to assist the Board of Directors in the stewardship of the organization with oversight of the executive compensation, human capital policies and systems, Board of Directors compensation policies, and other matters as required. The HRC Committee's responsibilities include, but are not limited to:

Oversight of the Corporation's programs to attract, develop and motivate qualified executives;
Review and approve the goals and objectives of the CEO and recommend to the Board of Directors the compensation and other benefits of the CEO;
Approve compensation for all other designated officers of the Corporation, considering the recommendations of the CEO, within the guidelines and policies approved by the Board of Directors; and
Evaluate performance under the incentive programs following the end of the financial year with input from the CEO on goals, objectives and performance of the NEOs other than the CEO.

Compensation Fees

The Corporation has retained the services of Mercer Canada Inc., Gordon B. Lang & Associates Inc., and Meridian Compensation Partners, Inc., three professional services firms that provide guidance and expertise with regard to executive compensation, pensions, and board compensation, respectively. The professional services firms have been retained by the Corporation since September 2014, March 2023 and April 2023, respectively. A summary of fees paid to each firm during the previous two years is below.

Name	2025		2024
	Executive Compensation Related Fees	All Other Fees	Executive Compensation Related Fees	All Other Fees
Mercer Canada Inc.
Compensation
Retained since March 2023	$112,162	Nil	$68,032	Nil

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Name	2025		2024
	Executive Compensation Related Fees	All Other Fees	Executive Compensation Related Fees	All Other Fees
Gordon B. Lang & Associates Inc. Pension Retained since September 2014	$2,900	Nil	$4,450	Nil
Meridian Compensation Partners, Inc. Board Compensation and Communications Retained since April 2023	$40,133	Nil	$24,472	Nil

Compensation Peer Group

The HRC Committee conducts an annual review of compensation for each NEO, taking into account scope of responsibilities, experience, and individual performance. The HRC Committee also compares NEO compensation levels, by component of pay and in total, to benchmark market data.

In 2024, following a review by an independent compensation consultant, HPS adopted a new comparator group for executive compensation. The Corporation aims for executive compensation to be positioned competitively within a range of market median of this peer group. The Corporation selected the comparators based on the following criteria:

North American publicly-traded companies in the capital goods sector, with a focus on the electrical components sub-sector; and
Within a reasonable size range of the Corporation (generally 1/3x to 3x the Corporation's size, based on revenue, with assets and market capitalization used as secondary lenses).

The current peer group for executives and Directors is comprised of the following companies:

Wajax Corporation	Powell Industries, Inc.	Dexterra Group Inc.	Preformed Line Products Company
Magellan Aerospace Corporation	Savaria Corporation	TerraVest Industries Inc.	Héroux-Devtek Inc.
LSI Industries Inc.	Ultralife Corporation	Exco Technologies Limited	American Superconductor Corporation
Richelieu Hardware Ltd.	Mattr Corp.	GrafTech International Ltd.	Allient Inc.
Energy Vault Holdings, Inc.	Thermon Group Holdings, Inc.	XPEL, Inc.	The Lion Electric Company

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Elements of Compensation

The Corporation's executive compensation program is comprised of the following elements:

	Program Element	Details
Fixed	Base Salary	• Fixed pay that provides a baseline market competitive level of compensation based on responsibilities and performance
Variable	Short-Term Incentive Plan (“STIP”)	• At-risk pay to provide a meaningful incentive to achieve the Corporation’s annual strategic objectives. Executives are rewarded based on the achievement of corporate financial and business objectives
• Awards paid in cash annually
	Long-Term Incentive Plan (“LTIP”)	• At-risk equity-linked pay that aligns the long-term interests of executives with shareholders
• 60% of the LTIP is awarded in Performance Share Units (“PSUs”), with vesting subject to performance conditions
• 40% of the LTIP is awarded in Restricted Share Units (“RSUs”) which vest after three years, supporting a longer-term focus for decision-making and shareholder alignment
Indirect	Benefits and Perquisites	• Baseline employee benefits necessary to maintain market competitiveness and executive health and well-being. Benefits include group benefit programs, generally on the same basis as other employees, life insurance, annual health assessment and a company vehicle or comparable vehicle allowance
• The Corporation provides a defined contribution pension retirement program that involves a match of contributions by HPS between 2%-7% of earnings.

Executive Compensation At Risk

Aligned with the Corporation's compensation philosophy, a significant portion of compensation paid to the NEOs is variable and at-risk, based on the Corporation's performance. The design of the short and long-term incentives provides an effective and appropriate mix of incentives to help ensure performance is focused on long-term value creation and does not encourage the taking of short-term risks at the expense of long-term results. In 2025, 66% of CEO pay and 46% of other NEO pay, at target, was at-risk.

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Summary of Target Total Direct Compensation Elements

2025 NEO target direct compensation, which includes the sum of base salary, target value of STIP awards, and target value of LTIP awards, are summarized in the table below. The actual compensation for the NEO's may differ depending on the achievement of underlying objectives:

Name	Payment-Currency	2025 Base Salary	STIP Target (% of Salary)	LTIP Target (% of Salary)	LTIP Allocation		Target Total Direct Compensation
					PSUs	RSUs
Adrian Thomas CEO	CAD	$662,530	100%	110%	60%	40%	$1,914,712
Richard Vollering CFO and Corporate Secretary	CAD	$401,732	50%	45%	60%	40%	$741,196
Catherine McKeown CPO	CAD	$357,603	50%	45%	60%	40%	$659,777
David Kinsella^{1} CCO	USD	$608,589	50%	45%	60%	40%	$1,122,847
Norman Bates^{1} EVP	USD	$503,946	50%	45%	60%	40%	$964,469

Target compensation for David Kinsella and Norman Bates are denominated in USD and has been converted to CAD in the table above at a rate of 1.3989, which is HPS's fixed average spot rate for FY2025 expense calculations.

Base Salary

Base salary reflects each NEO's level of responsibility, experience and performance in the context of their role and the market. The Corporation provides base salaries which are within a competitive range of a market median derived from an independently determined peer group. Competitive salaries allow the Corporation to hire and retain qualified executives who will contribute to the Corporation's success and create value for its shareholders.

Short-Term Incentive Plan

The purpose of the STIP is to provide performance-based compensation for the achievement of the Corporation's annual financial, operational and strategic objectives. Each NEO has a target STIP opportunity expressed as a percentage of base salary. Awards are determined using the following formula:

STIP payouts may range from 0% for performance below threshold, 50% of target for threshold performance, to 150% of target for maximum performance, with linear interpolation between these points. The HRC Committee's final evaluation considers performance measured holistically against all STIP indicators. The STIP metrics, weightings and performance outcomes for 2025 are set out below.

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Performance Measure	Weight	Why it's Important	Performance Assessment
Earnings Per Share (“EPS”)	50%	Rewards executives to maximize shareholder value through increasing profitability	Exceed minimum threshold and achievement of 75% of target.
Gross Margin (“GM”)	30%	Rewards executives to manage costs of goods efficiently, a key success factor for the Corporation	Exceed minimum threshold and achievement of 83% of target
Operational and Strategic Objectives	20%	Rewards executives to achieve operational and strategic goals such as capital efficiency and sustainability initiatives critical for the Corporation’s future growth and success	Exceed minimum threshold and achievement of 81% of target.

The STIP payouts for the NEOs are determined by the HRC Committee and recommended to the Board for approval, with input from the CEO on his direct reports (excluding his own role). In early 2025, the HRC Committee considered the Corporation’s performance against the 2025 STIP goals.

In March 2025, the HRC Committee approved STIP payouts at 79.0% of target for the NEOs after a holistic review of corporate, strategic and operational performance against the pre-established scorecard, and after applying appropriate judgment to reflect the year’s overall results. In making this determination, the Committee recognized that management delivered strong revenue growth and solid execution on key strategic initiatives in a dynamic operating environment, while also facing margin headwinds and cost pressures (including from tariffs and product mix) that moderated results versus target. The resulting payout level is intended to reflect meaningful performance and progress, while remaining appropriately below target to align pay outcomes with the full-year performance delivered and the shareholder experience.

Long-Term Incentive Plan

The purpose of the LTIP is to reward executives for multi-year shareholder value creation, linked to the Corporation’s strategic plan, and to foster retention. In support of this objective, the Corporation uses two vehicles to deliver long-term incentive awards to NEOs – PSUs weighted 60% of the overall award and RSUs weighted the remaining 40% of the award. Each NEO is eligible for a target annual LTIP award expressed as a percentage of base salary.

The 2025 PSUs will vest based on two performance objectives measured as a three-year average over the performance period: adjusted Earnings per Share (“EPS” – weighted 80%) and Return on Net Assets (“RONA” - weighted 20%). PSUs must be earned in order to vest at the end of the three-year performance period, and have no “floor” level of payout (i.e., they can pay out at 0% of the number of share units granted if performance thresholds are not achieved), aligned with market trends and best practice. PSUs can vest between 0% to 150% of the original grant, based on performance outcomes.

The PSU metrics and weightings for 2025 are set out below. Both measures are strongly linked to shareholder value, profitability and capital efficiency, and are intended to provide a robust measure of the Corporation’s performance over time.

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Performance Measure	Weighting	Why it's important
EPS	80%	Rewards executives to maximize multi-year shareholder value through increasing profitability
RONA	20%	Rewards executives to utilize the Corporation's fixed assets and working capital efficiently

RSUs have a notional value equivalent to the value of a Class A Subordinate Voting Share and are subject to the same three-year time vesting period as PSUs. The increase or decrease in value of RSUs over the three-year period will be determined by the increase or decrease of the share price.

The annual grant is determined by the HRC Committee, and are currently set at 110% of salary for the CEO and 45% of salary for the remaining NEOs. Once vested, PSUs and RSUs are settled in cash by the Corporation. Details of the LTIP awards made in 2025 are set out below.

Name	LTIP Target (% of Base)	LTIP Target^{1} ($)	PSUs (#)	RSUs (#)
Adrian Thomas
CEO	110%	$728,783	5,396	3,598
Richard Vollering
CFO & Corporate Secretary	45%	$180,779	1,339	892
Catherine McKeown
CPO	45%	$160,921	1,192	794
David Kinsella
CCO	45%	$273,865	1,450	966
Norman Bates
EVP	45%	$223,854	1,142	761

Awards have been valued at a Class A Subordinate Voting Share price of $81.03. Target for David Kinsella and Norman Bates is based in Canadian dollars, converted at a rate of 1.3989, which is HPS's fixed average spot rate for FY2025 expense calculations. Units granted are calculated by dividing the U.S. dollar grant amount by the Canadian dollar share price. The U.S. dollar settlement will be calculated by multiplying the Canadian dollar share price by the units vested. This approach removes foreign exchange risk from executive compensation.

Performance vesting for PSUs forming part of 2023 LTIP grants was determined as of December 31, 2025, based on three-year average EPS and RONA performance for the period from January 1, 2023 to December 31, 2025. Each performance measure was achieved at maximum, resulting in a combined performance factor of 150% of target for all 2023 PSUs.

Pre-2022 equity awards for the NEOs were made in the form of deferred share units ("DSUs") under the Deferred Share Unit Plan (the "DSU Plan"). There is only one remaining executive recipient of awards under the DSU Plan, which will vest following an appropriate separation from service. No new awards have been made to executives under the DSU Plan following the introduction of the LTIP in 2022, although additional DSUs continue to be credited in lieu of notional dividends earned on vested DSUs in accordance with the terms of the DSU Plan. A description of the DSU Plan is provided below.

Indirect Compensation

Benefits and perquisites allow the Corporation to support the executives' health and wellbeing. NEOs generally are eligible for group benefit programs (medical, vision, life and AD&D insurance), on the same basis as other employees. The Corporation also provides the use of a company vehicle (or comparable

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vehicle allowance), life insurance benefits and an annual health assessment to NEOs, constituting a minor portion of total compensation.

The NEOs participate in a defined contribution pension plan where the Corporation is required to match the contributions of their members based on 2%-7% of their annual earnings. No supplemental pension plans have been provided for any of the NEOs.

Performance Graph

The graph below sets out the cumulative return for an investment of $100 during the five most recently completed calendar years invested in the Class A Subordinate Voting Shares, the S&P/TSX Composite and Small Cap Indices, for the period between December 31, 2020 to December 31, 2025.

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Summary Compensation Table

The following table provides a summary of compensation earned by the NEOs during each of the Corporation's three most recently completed fiscal years.

Name and principal position	Year	Salary ($)	Share-based awards4 ($)	Option-based awards5 ($)	Non-equity incentive plan compensation ($)		Pension value ($)	All other commissions ($)	Total compensation ($)
					Annual incentive plans	Long- term incentive plans
Adrian Thomas CEO1	2025	651,435	728,783	Nil	523,399	Nil	16,905	Nil	1,920,522
	2024	1,119,450	634,000	Nil	777,636	Nil	16,245	Nil	2,563,575
	2023	263,846	1,450,000	Nil	253,846	Nil	Nil	Nil	1,967,692
Richard Vollering CFO & Corporate Secretary2	2025	316,205	180,779	Nil	158,684	Nil	16,905	Nil	672,583
	2024	366,367	135,852	Nil	238,042	Nil	16,245	Nil	756,505
	2023	335,436	117,354	Nil	227,666	Nil	15,780	Nil	696,236
Catherine McKeown Chief People Officer	2025	354,263	160,921	Nil	141,253	Nil	16,905	Nil	673,342
	2024	325,387	120,929	Nil	211,893	Nil	16,245	Nil	674,454
	2023	293,786	102,764	Nil	199,362	Nil	15,780	Nil	611,692
David Kinsella Chief Commercial Officer3	2025	574,918	273,865	Nil	240,393	Nil	21,193	Nil	1,110,369
	2024	532,189	202,800	Nil	353,334	Nil	18,064	Nil	1,106,388
	2023	503,141	185,585	Nil	378,372	Nil	16,482	Nil	1,083,581
	2022	186,523	78,488	Nil	153,716	Nil	20,001	Nil	438,728
Norman Bates Executive VP, Group Business Development & President of Power Quality Solutions7	2025	503,946	223,854	Nil	243,162	Nil	10,932	Nil	981,894

On July 31, 2023, Adrian Thomas joined the Corporation and was appointed as Chief Executive Officer and Director.
Mr. Kinsella is paid in U.S. dollars. 2025 amounts in this table have been converted to Canadian dollars at a rate of 1.3989, which is HPS's fixed average spot rate for FY2025 expense calculations.
On March 5, 2025, the HRC Committee granted 12,622 PSUs and 8,413 RSUs at a Class A Subordinate Voting Share price of $81.03. This was the fourth grant under this program and these grants will vest in February 2028. The award amount is based on 110% of base salary for the CEO and 45% of base salary of all other executives. The fair value on the grant date was determined based on the TSX closing price for Class A Subordinate Voting Shares as at March 5, 2025.

On March 6, 2024 the HRC Committee granted 6,232 PSUs and 4,156 RSUs at a Class A Subordinate Voting Share price of $115.80. This was the third grant under this program and these grants will vest in February, 2027. The award amount is based

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on 50% of base salary for the CEO and 35% of base salary for all other executives. The fair value on the grant date was determined based on the TSX closing price for Class A Subordinate Voting Share as at March 6, 2024.

On July 31, 2023 the HRC Committee granted 14,874 PSUs and 9,916 RSUs to Adrian Thomas at a share price of $58.49. This grant was made under Mr. Thomas' employment agreement and is considered an additional part of the 2023 grant, with the same achievement metrics and vesting date. As such, this grant will vest in February, 2026. The award amount is based on 100% of base salary, pro-rated for the period for which Mr. Thomas was employed in 2023, plus a one-time grant in the amount of $1,200,000. The total value of the grant was $1,450,000. The fair value on the grant date was determined based on the TSX closing price for the Class A Subordinate Voting Shares as at July 31, 2023.

On March 7, 2023 the HRC Committee granted 16,649 PSUs and 11,098 RSUs at a Class A Subordinate Voting Share price of $30.98. This was the second grant under this program and these grants will vest in February, 2026. The award amount is based on 50% of base salary for the CEO and 35% of base salary for all other executives. The fair value on the grant date was determined based on the TSX closing price for Class A Subordinate Voting Share as at March 7, 2023.

On February 18, 2022 the HRC Committee granted 35,716 PSUs and 23,811 RSUs at a Class A Subordinate Voting Share price of $12.57. This was the first grant under this program and these grants will vest in February 2025. The award amount is based on 50% of base salary for the CEO and 35% of base salary for all other executives. The fair value on the grant date was determined based on the TSX closing price for common Class A Subordinate Voting Share as at February 18, 2022.

No stock options were granted during 2019 – 2025 to NEOs or any other employees.
The Corporation matches 50% of the employee's pension contributions based on 2% - 7% of their annual earnings.
Perquisites and other personal benefits include the use of company-leased vehicle and life insurance, the value of which for each executive officer for all financial years is less than $50,000 and 10% of total salary and, as such, are not included in this column. The average annual value for perquisites provided to executive officers in 2025 was $26,951.
Norman Bates joined the Corporation in October 2024 and was appointed to his current role effective January 1, 2025. Mr. Bates is paid in U.S. dollars. 2025 amounts in this table have been converted to Canadian dollars at a rate of 1.3989, which is HPS's fixed average spot rate for FY2025 expense calculations. A portion of Mr. Bates' Annual Incentive Plan award relates to retention payments associated with the acquisition of Micron.

Settlement of Share-Based Awards

Performance Share Units and Restricted Share Units Settled during the Year

Share-based awards – PSUs and RSUs
Name	Number of PSUs granted¹	Number of RSUs granted¹	Total number of PSUs and RSUs granted	Vesting Units based on performance	Market or payout value of vested share-based awards distributed ($)¹
Richard Vollering CFO	9,668	6,445	16,113	11,670	987,632
Catherine McKeown CPO	8,489	5,658	14,147	10,220	864,919
David Kinsella² CCO	7,651	5,100	12,751	5,883	710,372

In March 2025, the vested awards for Richard Vollering, Catherine McKeown and David Kinsella were settled in cash at the Class A Subordinate Share price of $84.63, being the share price at the vesting date. The settlement included the PSUs and RSUs granted in 2022. The PSUs for both grants vested at a rate of 150%.
Mr. Kinsella is paid in U.S. dollars. 2025 amounts in this table have been converted to Canadian dollars at a rate of 1.4268, which is the spot rate used by HPS at the time of vesting to value the liability in its financial records.

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Outstanding Share-based Awards and Non-Equity Incentive Plans – Performance Share Units and Restricted Share Units – Value Vested or Earned During the Year

There were no option-based incentive awards outstanding at December 31, 2025. Below is a summary of all share-based awards granted and vested for each NEO during the previous three fiscal years.

Share-based awards – PSUs and RSUs
Name	Grant Year	Number of PSUs granted but not vested (#)¹	Number of RSUs granted not vested (#)¹	Total number of PSUs and RSUs granted but not yet vested (#)	Number of Units Vested during the year not paid out or distributed (#)²	Market Value of Vested Units ($)²	Unvested Units – Estimated vesting based on performance (#)³	Market or payout value of unvested share-based awards not paid out or distributed ($)³
Adrian Thomas CEO	2025	5,396	3,598	8,994	Nil	Nil	8,994	1,434,363
	2024	3,174	2,116	5,290	Nil	Nil	5,290	677,685
	2023	14,874	9,916	24,790	22,311	4,325,651	9,916	1,922,512
Richard Vollering CFO & Corporate Secretary	2025	1,339	892	2,231	Nil	Nil	2,231	355,800
	2024	670	447	1,117	Nil	Nil	1,117	143,032
	2023	2,273	1,515	3,788	3,410	661,130	4,925	293,728
Catherine McKeown Chief People Officer	2025	1,192	794	1,986	Nil	Nil	1,986	316,727
	2024	590	393	983	Nil	Nil	983	125,873
	2023	1,990	1,327	3,317	2,985	578,731	1,327	257,278
David Kinsella Chief Commercial Officer⁴	2025	1,450	966	2,416	Nil	Nil	2,416	385,304
	2024	763	509	1,272	Nil	Nil	1,272	234,547
	2023	2,723	1,815	4,538	4,085	1,086,939	1,815	482,936
Norman Bates Executive VP, Group Business Development & President of Power Quality Solutions	2025	1,142	761	1,903	Nil	Nil	1,903	303,490

On March 6, 2025 the HRC Committee granted 12,622 PSUs and 8,413 RSUs at a Class A Subordinate Voting Share price of $81.03. These units will vest in March of 2028.

In March 2024 the HRC Committee granted 6,232 PSUs and 4,156 RSUs at a Class A Subordinate Voting Share price of $115.80. These units will vest in March of 2027.

In March 2023 the HRC Committee granted 16,649 PSUs and 11,098 RSUs at a Class A Subordinate Voting Share price of $30.98. These units will vest in February 2026.

On August 1st, 2023, the HRC Committee granted 14,874 PSU’s and 9,916 RSUs to Adrian Thomas at a Class A Voting Share price of $58.49. The grant was a condition of Mr. Thomas’ employment agreement. These units will vest in February 2026.

On February 18, 2022 the HRC Committee granted 35,716 PSUs and 23,811 RSUs at a Class A Subordinate Voting Share price of $12.57. This was the first grant under this program and these grants vested in February 2025. There are no vested PSUs at the HSUs outstanding. The units will settle in March 2025, using the 30 day weighted average share price prior to the unit settlement date.

The PSU units granted in 2023 vested at the end of the fiscal year at a vesting ratio of 150% of the original PSU grant. The estimated payout value is based on a volume-weighted average price of the Class A Subordinate Voting Shares of $193.88 determined as at March 5, 2026. The final value of the vested awards will be determined following the conclusion of the

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Corporation's current blackout period in accordance with the terms of the LTIP.

The payout value of the unvested PSUs and RSUs is calculated assuming that such awards vest at 100%. The share price used to calculate the estimated payout value is based on a volume-weighted average price of the Class A Subordinate Voting Shares of $193.88 determined as at March 5, 2026.
Mr. Kinsella and Mr. Bates are paid in U.S. dollars. The amounts in this table are converted into Canadian dollars at an exchange rate of 1.3989, which is HPS's fixed average spot rate for FY2025 expense calculations.

Outstanding Share-based Awards and Non-Equity Incentive Plans – Deferred Share Units – Value Vested or Earned During the Year

Name	Number of DSUs earned and vested during the year	Grant value of DSUs earned and vested during the year ($)	Number of outstanding vested DSUs	Market value of outstanding vested DSU ($)^{2}
Richard Vollering
CFO & Corporate Secretary^{1}	29	3,105	3,649	587,587

On February 18, 2022, the HRC Committee granted 3,529 DSUs to Richard Vollering to be issued in quarterly installments on March 1, June 1, September 1 and December 1. Under the DSU Plan, additional DSUs are credited quarterly (to Mr. Vollering's account representing the equivalent value in units of the dividends paid on the Class A Subordinate Voting Share, based on the market value of such shares at the end of the month in which the dividends are paid. All DSUs vest immediately upon being credited to the participant's account.
The market value of outstanding vested awards was calculated using the five-day volume weighted average trading price of the Class A Subordinate Voting Shares as of March 5, 2026.

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Pension Plans

The Corporation has defined contribution pension plans which are available to substantially all of its employees. The Corporation is required to match the contributions of the members based on 2% - 7% of their annual earnings. All contributions accumulate in the pension fund based on the investment growth of the fund.

The NEOs participate in the defined contribution pension plans. The Corporation is required to match the contributions of the members based on 2% - 7% of their annual earnings. The following table sets out the defined contribution pension plan as at December 31, 2025 for the NEOs:

Name	Accumulated value at start of the year ($)	Compensatory ($)^{1}	Investment value increase(decrease)^{2}	Accumulated value at end of the year ($)
Adrian Thomas
CEO	35,136	33,810	10,705	79,651
Richard Vollering
CFO & Corporate Secretary	140,659	33,810	21,883	196,352
Catherine McKeown
Chief People Officer	180,909	33,810	20,879	235,598
David Kinsella
Chief Commercial Officer	119,551	49,900	29,458	198,909
Norman Bates
Executive VP, Group Business Development & President of Power Quality Solutions	159,827	29,507	1,846	191,180

David S. Kinsella and Norman Bates are located in the United States. Amounts reported for their pension plans are in USD$.
These amounts represent increase (decrease) in the investment value (net of fees) for the year ended December 31, 2025.

Termination and Change of Control Benefits

There is no defined policy regarding termination and change of control benefits. In addition, none of the NEOs are entitled to any payments following or in connection to termination (whether voluntarily, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in the responsibilities of a NEO, other than those specified in individual employment contracts, the LTIP Plan, or the DSU redemption conditions noted in the DSU Plan.

Summary of Equity-based Incentive Plans

The following section provides a summary of the Corporation's equity-based compensation plans.

Long-Term Incentive Plan

The following is a summary of the principal terms and conditions of PSUs and RSUs under the LTIP:

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Term	Description
	PSUs	RSUs
Administration	The LTIP is administered by the Board.
Eligibility	Qualified officers and other members of the executive team, and as designated by the Board.
Award	60% of awards granted to a participant under the LTIP are designated as PSUs.	40% of awards granted to a participant under the LTIP are designated as RSUs.
Performance/Restriction Period	Commences on the grant date and ends three years following grant date.
Vesting Provisions	PSUs vest at the end of a three-year performance period and are adjusted based upon the achievement of predetermined performance measures, as approved by the Board.	RSUs vest upon the expiry of the three-year vesting period.
Settlement	Vested PSUs and RSUs shall be settled in cash following the Unit Vesting Determination Date (the date the Board determines that all relevant vesting conditions have been met) and in any event, no later than the end of the applicable calendar year.
Termination	Termination for Cause: All unvested or vested but unsettled PSUs and/or RSUs expire and terminate on the effective date of termination.

Retirement: Unvested PSUs and/or RSUs granted relating to any full calendar year or years during which the participant remained in continuous service immediately vest. PSUs and/or RSUs granted in the year of retirement will be forfeited and cancelled. PSUs will be assessed based on actual performance in the applicable full calendar year or years preceding the retirement date, as determined by the Board.

Resignation: All unvested PSUs and/or RSUs expire and terminate on the effective date of resignation.

Termination without Cause: Unvested PSUs and/or RSUs vest pro-rata over the applicable remaining period. However, a participant's eligibility and entitlements under the LTIP cease at the end of any required statutory notice period.

Disability: Unvested PSUs and/or RSUs continue to vest in accordance with their vesting schedules.

Death: Unvested PSUs and/or RSUs vest immediately in accordance with the terms of the LTIP.

Change of Control: If the participant's employment is terminated without cause within 12 months of a Change of Control, or after the Corporation has signed a written agreement to effect a Change of Control but before the Change of Control is completed, any unvested PSUs and/or RSUs immediately vest in full. | |
| Clawback | The Corporation may recoup compensation provided under the LTIP in the event of a financial restatement pursuant to applicable securities laws, misstatement or as a result of fraud or willful misconduct, including when a financial restatement is not required. | |
| Transferability | Awards are not transferable, except in the case of incapacity or death of the participant, or as approved by the Corporation to the participant's beneficiary. | |

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Stock Option Plan

The Corporation has a legacy "Stock Option Plan", pursuant to which the Board of Directors may, from time-to-time, in its discretion, grant options to purchase authorized, but unissued, Class A Subordinate Voting Shares of the Corporation to any Director, officer, employee or consultant of the Corporation. The CEO determines and recommends the options to be granted under the Stock Option Plan to the HRC Committee for review and approval.

Previous grants are taken into account when considering new grants.

The Stock Option Plan is prepared in compliance with the requirements of the TSX and approved by the Shareholders. The purpose of the Stock Option Plan is to improve the Corporation's long-term financial success by closely aligning the participants' personal interests with those of the Shareholders.

The maximum number of Class A Subordinate Voting Shares that may be issued upon the exercise of options granted under the Stock Option Plan is 1,200,000 Class A Subordinate Voting Shares. As of December 31, 2024 the Corporation has granted 739,000 options, of which 569,000 have been exercised and Class A Subordinate Voting Shares issued.

The HRC Committee considers a recommendation by the CEO for amending any equity incentive plan under which a share-based or option-based award is granted. No Stock Options were granted during 2019 – 2025 to NEOs or any other employees.

Deferred Share Unit Plan

On February 23, 2017, the Board of Directors approved a Deferred Share Unit ("DSU") Plan for Directors and for senior executives (the "DSU Plan"). The DSU Plan is unfunded and the Corporation will not secure its obligations under the DSU Plan.

The purpose of the DSU Plan is to promote a greater alignment of interests between directors, senior executives and the Corporation. The DSU Plan provides a means for Directors and senior executives. (individually, a "Participant" and collectively, the "Participants") to accumulate a financial interest in the Corporation, commensurate with the responsibility, commitment and risk of their respective positions; and to enhance the Corporation's ability to attract and retain qualified individuals with the experience and ability to serve as directors and/or senior executives.

The DSU Plan is administered by the HRC Committee. Under the DSU Plan, the Board of Directors may make annual discretionary awards of DSUs to Participants. These DSUs will be credited to each Participant's account in equal quarterly amounts on the 1st day of March, June, September or December, or if that day is not a business day, the following business day.

In addition, under the DSU Plan, as amended, a Director may elect to receive all or any part of his or her annual base retainer fee in the form of DSUs. The number of DSUs credited to a Director's account is determined by dividing the amount of the elected deferred annual compensation by the market value of a Class A Subordinate Voting Share of the Corporation when the discretionary award is made. The DSUs are credited to a Director's account on the date the director's compensation would otherwise be payable.

When dividends are paid on Class A Subordinate Voting Shares additional DSUs are credited to the Participants as of the dividend payable date, based on multiplying the aggregate number of DSUs credited to the Participant by the amount of the dividend per Share, and dividing such product by the market value of the Class A Subordinate Voting Shares on the dividend payable date.

All DSUs vest immediately upon being credited to a Participant's DSU account.

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Upon a Participant ceasing, for any reason, to hold any position with the Corporation (the “Termination Date”) and any subsidiary of the Corporation, all vested DSUs will be redeemed by the Corporation. A Participant is not entitled to receive any amount prior to such date. A non-U.S. Participant may elect, by providing a notice in writing to the Corporation, that all or a portion of earned DSUs be redeemed in up to tranches on specified dates after the Termination Date and prior to the end of the year following the year in which the Participant’s Termination Date occurs. Upon redemption, the Participant is entitled to receive a cash payment equal in value to the number of earned DSUs as of the Termination Date multiplied by the market value per Share determined as at the Termination Date and/or the date of the settlement (in each case in accordance with the terms of the DSU Plan), less applicable withholding taxes. If the Termination Date falls within a trading blackout period imposed by management or the Board of Directors, the Termination Date is automatically extended to the date that is five business days after the end of the blackout period.

The DSU Plan for senior executives was replaced with the LTIP in 2022. No new awards have been made to executives under the DSU Plan following the introduction of the LTIP in 2022.

Anti-Hedging Policy

The Company maintains a policy which provides that employees are prohibited from short selling any HPS securities or to engaging in the purchase or sale of call or put options or other derivatives in respect of HPS securities. Each employee is also prohibited from entering into any other transactions which have the effect of hedging the economic value of HPS securities.

DIRECTOR COMPENSATION

The Corporation’s compensation program for non-employee Directors is designed to attract and retain highly qualified Board members through a market competitive program which reflects best practices. The HRC Committee periodically reviews the Director compensation program and makes recommendations to the Board of Directors.

Details of the Corporation’s 2025 Director compensation program are provided below.

Compensation Component^{1}	Amount ($)
Annual Cash Retainer^{2}
Regular Non-Executive Board Member^{1}	60,000
Non-Executive Board Chair	150,000
Annual Equity-Based Retainer
Regular Non-Executive Board Member	85,000
Non-Executive Board Chair	85,000
Lead Director	85,000
Annual Committee and Special Fees
Lead Director	17,500
Audit Committee Chair	17,500
Human Resources and Compensation Committee Chair	15,000
Corporate Governance Committee Chair	12,500
Committee Member	5,000
Meeting Fees
Special Committees	2,000

All directors are also reimbursed for their expenses in connection with attending meetings of the Board of Directors and committees, in accordance with the Corporation’s travel policy.

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Up to 100% of the annual cash retainers may be taken as DSUs. U.S. based directors are paid their cash retainer in USD, which converts to approximately $84,000 using the average exchange rate of 1.3969. In 2025, only Mr. Yull received his cash retainer in USD.

The Corporation awards equity-based compensation to Directors in the form of DSUs under the Corporation's DSU Plan. Directors who are also employees of the Corporation are not compensated for their service as Directors.

Director Share Ownership Guidelines

The Corporation maintains share ownership guideline for Directors. Each non-executive Director is required to have an equity ownership interest (including the value of share-based awards or equity equivalents) with a minimum total value of four times the annual cash retainer, within three years of becoming a Director or the introduction of the policy, whichever is later.

| Name | Annual Retainer | Share Ownership Guideline
(Multiple of Annual Cash Retainer) | Total Value ($) | Multiple of Annual Cash Retainer | Net Guideline |
| --- | --- | --- | --- | --- | --- |
| William G. Hammond | 150,000 | 4.0x | 511,143,019 | 2,345 | Yes |
| Christopher R. Huether | 60,000 | 4.0x | 657,745 | 11 | Yes |
| Dahra Granovsky | 60,000 | 4.0x | 11,704,315 | 195 | Yes |
| Fred M. Jaques | 60,000 | 4.0x | 8,445,412 | 141 | Yes |
| Anne Marie Turnbull | 60,000 | 4.0x | 4,068,494 | 68 | Yes |
| J. David M. Wood | 60,000 | 4.0x | 3,425,041 | 57 | Yes |
| Nathalie Pilon | 60,000 | 4.0x | 282,483 | 4 | Yes |
| Gregory Yull | 60,000 | 4.0x | 311,041 | 5 | Yes |

Value based on the based on a volume-weighted average price of the Class A Subordinate Voting Shares of $193.88 determined as at March 5, 2026

Director Summary Compensation Table

The following table sets out the compensation earned by each non-executive Director for the fiscal year ended December 31, 2025, as required by Canadian securities laws. Directors are elected annually at the annual meeting of shareholders, which typically occurs in May. In practice, director compensation is structured and administered on an annual period running from one annual meeting of shareholders to the next, rather than by reference to the Corporation's fiscal year.

As a result, the compensation amounts disclosed below may include amounts earned in respect of service periods that do not align precisely with a Director's term of office for any particular annual meeting cycle.

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Name	Fees Earned^{1} ($)	Share-based Awards^{2, 3, 4} ($)	Option-based Awards ($)	All Other Compensation	Total Compensation ($)
William G. Hammond	164,000	138,750	Nil	Nil	302,750
Dahra Granovsky	14,625	195,000	Nil	Nil	209,625
Fred M. Jaques	22,250	195,000	Nil	Nil	217,250
Anne Marie Turnbull	61,188	152,813	Nil	Nil	214,000
J. David M. Wood	49,625	166,875	Nil	Nil	216,500
Christopher R. Huether	65,250	138,750	Nil	Nil	204,000
Nathalie Pilon^{5}	7,750	108,750	Nil	Nil	116,500
Gregory Yull^{5}	75,338	63,750	Nil	Nil	139,088

Figures shown in the Fees Earned column reflect the portion of the annual retainer paid in the form of cash, as well as additional retainers paid to certain directors in cash, as described in the table outlining the director compensation structure above. Figures in the Share-based Awards column reflect the portion of the annual retainer paid in the form of DSUs together with the equity-based grant that is awarded annually.
On March 12, 2025, the HRC Committee granted 5,180 DSUs to the Directors in a lump sum grant that vest immediately. The market value of the Class A Subordinate Voting Shares at the date of the grant was $81.03.
On June 1, 2025, the HRC Committee granted 6,800 DSUs to the Directors in a lump sum grant that vest immediately. The market value of the Class A Subordinate Voting Shares at the date of the grant was $99.95. Historically, equity-based retainer grants are made in March of every Director service term. Commencing in 2025, the Corporation started awarding equity-based retainer grants in June to align the timing of such grants with the commencement of the Directors' service term.
As permitted under the DSU Plan the following Directors elected to receive a portion of their annual retainer fee in the form of DSUs: Ms. D. Granovsky 100%, Mr. F. Jaques 100%, Ms. Nathalie Pilon 100%, Mr. D. Wood 50% and Ms. A. Turnbull 25%. All DSUs acquired through deferral of annual retainer vest in quarterly instalments on June 1, September 1, December 1 and March 1.
Nathalie Pilon and Gregory Yull were elected to the Board of Directors on May 15, 2025. In 2025, Mr. Yull received his cash retainer in USD.

Director Attendance

The following table summarizes the attendance of Directors at the 2025 fiscal Board of Directors meetings:

Director	Board Meetings Attended	Audit Committee Meetings Attended	Human Resources and Compensation Committee Meetings Attended^{1, 2}	Governance Committee Meetings Attended
Grant C. Robinson^{1}	1/1	2/2	N/A	N/A
Dahra Granovsky^{2}	7/7	N/A	2/2	2/2
William G. Hammond^{3}	7/7	3/5	4/4	2/2
Fred M. Jaques^{4}	7/7	N/A	N/A	1/2
Anne Marie Turnbull	7/7	N/A	4/4	N/A
J. David M. Wood	7/7	5/5	N/A	N/A
Christopher R. Huether^{5}	7/7	3/5	N/A	2/2
Adrian Thomas^{6}	7/7	1/5	4/4	1/2
Gregory Yull^{7}	5/5	1/3	2/2	N/A
Nathalie Pilon^{8}	2/5	1/3	N/A	2/2

Grant Robinson retired from the board on March 25, 2025
Dahra Granovsky resigned from the Human Resources and Compensation Committee and joined the Governance Committee as of May 8, 2025.
Upon the invitation of the Audit Committee and the HRC Committee, William G. Hammond attended all or part of their meetings.

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Fred Jaques resigned from the Governance Committee on May 8, 2025 and joined the Audit Committee effective March 20, 2026.
Christopher Huether resigned from the Governance Committee and joined the Audit Committee on May 8, 2025.
Upon the invitation of the HRC Committee and Governance Committee, Adrian Thomas attended all or part of their meetings.
Gregory Yull joined the board and the HRC Committee on May 8, 2025. Upon invitation of the Audit Committee Gregory Yull attended all or part of the meetings.
Nathalie Pilon joined the board and the Governance Committee on May 8, 2025. Upon invitation of the Audit Committee, Nathalie Pilon attended all or part of the meetings.

Incentive Plan Awards

Outstanding Option-based and Share-based Awards

The following table sets out the awards outstanding at December 31, 2025 for members of the Board of Directors:

	Option-based awards				Share-based awards
Name	Number of securities underlying unexercised options	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)	Number of shares or units of shares that have not yet vested (#)	Market or payout value of share-based awards that have not yet vested ($)	payout value of share-based awards not paid out or distributed ($)^{1,2,3}
William G. Hammond	Nil	Nil	Nil	Nil	Nil	Nil	338,785
Dahra Granovsky	Nil	Nil	Nil	Nil	Nil	Nil	7,798,650
Fred M. Jaques	Nil	Nil	Nil	Nil	Nil	Nil	8,038,738
Anne Marie Turnbull	Nil	Nil	Nil	Nil	Nil	Nil	2,952,134
J. David M. Wood	Nil	Nil	Nil	Nil	Nil	Nil	2,787,121
Christopher R. Huether	Nil	Nil	Nil	Nil	Nil	Nil	338,785
Gregory Yull	Nil	Nil	Nil	Nil	Nil	Nil	136,410
Nathalie Pilon	Nil	Nil	Nil	Nil	Nil	Nil	216,769

On March 12, 2025, the HRC Committee granted 5,180 DSUs to the Directors in a lump sum grant that vest immediately. The market value of the Class A Subordinate Voting Shares at the date of the grant was $81.03.
On June 1, 2025, the HRC Committee granted 6,800 DSUs to the Directors in a lump sum grant that vest immediately. The market value of the Class A Subordinate Voting Shares at the date of the grant was $99.95.
As permitted under the DSU Plan the following Directors elected to receive a portion of their annual retainer fee in the form of DSUs: Ms. D. Granovsky 100%, Mr. F. Jaques 100%, Ms. Nathalie Pilon 100%, Mr. D. Wood 50% and Ms. A. Turnbull 25%. All DSUs acquired through deferral of annual retainer vest in quarterly instalments on June 1, September 1, December 1 and March 1.

Value Vested or Earned During the Year

No option-based awards were granted during the year to the Board of Directors.

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INDEBTEDNESS OF DIRECTORS AND OFFICERS

As at the date of this Circular, no Director, proposed nominee for election as Director, executive officer or senior officer of the Corporation or any associate or its subsidiaries thereof is or has been indebted to the Corporation.

DIRECTORS AND OFFICER'S LIABILITY INSURANCE

Under existing policies of insurance, the Corporation is entitled to be reimbursed for indemnity payments it is required or permitted to make to Directors and officers, which are in excess of a $100,000 retention per occurrence, to a maximum of $40,000,000 in each policy year. The Directors and officers of the Corporation are insured for losses arising from claims against them for certain of their acts, errors or omissions for which the Corporation does not indemnify them, to a maximum of $40,000,000 in each policy year. As at the date hereof, all of the Directors and officers of the Corporation and its subsidiaries are included as insured parties under the policies. All premiums for the policies are paid by the Corporation. The annual premium paid for these policies in fiscal 2025 was $117,400. The premiums for these policies are not allocated between the Directors and officers as separate groups.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

The Stock Option Plan is the only equity compensation plan under which Class A Subordinate Voting Shares are authorized for issuance. The following table sets forth certain information as of December 31, 2025, with respect to compensation plans under which equity securities of the Corporation are authorized for issuance:

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of securities remaining for future issuance under equity compensation plan
Stock Option Plan approved by Security Holders	Nil	Nil	461,000
Equity compensation plans not approved by Security Holders	Nil	Nil	Nil
Total	Nil	Nil	461,000

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management is not aware of any material interest, direct or indirect, of informed persons of the Corporation, any proposed Director of the Corporation, or any associate or affiliates of any informed person or proposed Director, in material transactions with the Corporation.

CORPORATE GOVERNANCE PRACTICES

The Board of Directors and senior management of the Corporation consider good corporate governance to be central to the effective operation of the Corporation. As part of the Corporation's commitment to effective corporate governance, the Board of Directors monitors changes in legal requirements and best practices.

Set out below is a description of certain corporate governance practices of the Corporation, as required by National Instrument 58-101 – Disclosure of Corporate Governance Practices.

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Board of Directors

There are nine members of the Board of Directors, of which seven are Independent Directors (as defined below). An Independent Director is defined as a Director who has no direct or indirect material relationship with the Corporation, being a relationship which could be reasonably expected to interfere with the exercise of a Director's independent judgment (an "Independent Director").

Messrs. Jaques, Wood, Huether and Yull and Mss. Granovsky, Turnbull and Pilon are considered Independent Directors. These determinations were made by the Board of Directors based upon an examination of the factual circumstances of each Director and consideration of any interests, business or relationships, which any Director may have with the Corporation.

The Independent Directors held seven scheduled meetings in 2025 and also met informally from time to time at which non-independent directors and members of management were not in attendance. The Independent Directors are free to hold such meetings as deemed appropriate and communicate with each other regularly on an informal basis and seek outside professional advice if deemed necessary. The Board of Directors meets regularly without members of management present. In addition, Mr. Hammond's role is more heavily weighted towards activities traditionally associated with a non-executive Chair as he no longer has responsibility in day-to-day operations of the Corporation.

Director Term Limits

The Corporation has not adopted term limits or other mechanisms to force a Director to be removed from the Board of Directors. The by-laws of the Corporation provide that Directors will serve until the next annual general meeting of shareholders and if qualified can be nominated by the Corporate Governance Committee for re-election. Accordingly, the Board of Directors have determined that term limits or mandatory retirement based on age is not necessary. The Board of Directors believes that sustained leadership and intimate knowledge of the Corporation is an asset to the operations and the future of the Corporation. The Board of Directors also believes that an imposition of term limits is inflexible and could possibly result in experienced directors being forced to resign or being barred from standing for re-election based solely on tenure. The Board of Directors considers performance and contribution of individual Directors on an ongoing basis.

Representation of Women

The Corporation has not adopted written policies relating to the identification and nomination of women to the Board of Directors. While committed to diversity, the Corporation is of the view that the identification and nomination of individuals to the Board of Directors should be made on the basis of the knowledge and experience of candidates.

The Corporation does not consider the level of representation of women on the Board of Directors in identifying and nominating candidates for election or re-election. The Corporation is aware and committed to diversity but is of the view that director identification and selection should focus on the knowledge and experience of candidates.

The Corporation does not consider the level of representation of women in executive officer positions when making executive officer appointments. The Corporation is of the view that executive officer appointments should be made on the basis of the knowledge and experience of candidates.

The Corporation has not adopted targets regarding the representation of women on the Board of Directors or in executive officer positions. The Corporation believes that targets are unnecessary and would detract from a focus on the knowledge and experience of candidates.

The Corporation has three women on its Board of Directors, representing 33.3% of Board of Directors membership. In addition, the Corporation has 47 women in leadership management positions, representing 24.7% of all HPS senior management positions.

Lead Director

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The Corporation has endorsed the concept of a Lead Director and in 2025 Fred Jaques was appointed as the "Lead Director".

The role of Lead Director requires that he or she will have sufficient experience with corporate governance issues, will have total authority in the absence of the Chair of the Board of Directors and ensures the independent directors meet routinely.

This role is performed by an Independent Director and is intended to provide leadership to the Independent Directors, liaise with CEO and Chair of the Board of Directors on behalf of the Independent Directors and advise the Board of Directors on various matters. Fred Jaques serves the Board of Directors position of Lead Director.

Board of Directors Mandate

The Board of Directors is responsible for the overall stewardship of the Corporation. This responsibility is discharged by the Board of Directors through supervision of its officers and their management of the business and affairs of the Corporation and by:

Overseeing the Corporation's strategic planning process;
Recognizing the principal risks to the Corporation's business and ensuring that systems to monitor and manage those risks are implemented;
Managing and overseeing the Corporation's succession planning process, including the appointment, training and appraisal of senior officers of the Corporation;
Overseeing the Corporation's policy for communication with Shareholders, the investment community, the media, governments and the general public;
Overseeing the integrity of the Corporation's internal control and management information systems; and
Protecting interests of minority Shareholders.

Position Descriptions

The Board of Directors has charged management with the responsibility for the effective management of the Corporation within the strategic framework established by the Board of Directors with the principal objective of enhancing Shareholder value.

The Board of Directors has developed written position descriptions for the Board of Directors, committees, the Chair of each committee, the Lead Director, and for the CEO of the Corporation.

Board of Directors Committees

The Board of Directors has established three standing committees: the audit committee (the "Audit Committee"), the human resources and compensation committee (the "HRC Committee") and the corporate governance committee (the "Corporate Governance Committee") (collectively the "Committees"). Internal guidelines have been adapted by the Board of Directors which requires that Committees of the Board of Directors be composed of Independent Directors, unless it deems the appointment of a non-independent director or officer to be in the best interest of the Corporation.

Human Resources and Compensation Committee

The HRC Committee is currently composed of Independent Directors, Ms. Turnbull and Mr. Yull.

The HRC Committee is responsible for making recommendations to the Board of Directors on the annual salary, bonus, stock options and other benefits of the executive officers of the Corporation.

All the HRC Committee members have considerable direct experience that is relevant to his or her responsibilities in executive compensation and enable the HRC Committee to make decisions on the suitability of the Corporation's compensation policies.

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The HRC Committee approves the compensation levels for all the executive officers of the Corporation. The HRC Committee is also responsible in general for reviewing the design and competitiveness of the Corporation's compensation, bonus, stock options and benefit programs.

The HRC Committee manages the principal components of the executive compensation, salary and annual incentives, which are paid in cash. These components form a comprehensive strategy designed to achieve the following objectives:

i. to attract and retain a highly qualified senior management by offering competitive salaries; and
ii. to motivate performance by tying incentive compensation to the achievement of pre-determined goals.

The HRC Committee is also responsible for assessing compensation for the Board of Directors and reviewing and making recommendations to the Board of Directors concerning the Corporation's policies in the area of management prerequisites and concerning the management succession process. The HRC Committee ensures that the Corporation complies with regulatory requirements with respect to executive compensation in its public disclosure documents. The HRC Committee's mandate also includes evaluating Directors' compensation in light of risks and responsibilities involved in being an effective director of the Corporation.

The duties and responsibilities of the HRC Committee are summarized below:

a) to ensure that the Corporation has in place programs to attract and develop management of the highest quality and a process to provide for the orderly succession of management;
b) to review and approve corporate goals and objectives relevant to the compensation of the CEO and, in light of those goals and objectives, to recommend to the Board of Directors the annual salary, bonus and other benefits, direct and indirect, of the CEO and to approve compensation for all other designated officers of the Corporation, after considering the recommendations of the CEO, all within the human resources and compensation policies and guidelines approved by the Board of Directors;
c) to review and approve the executive bonus plan and compensation paid out against the plan;
d) to recommend to the Board of Directors compensation policies concerning executive compensation, contracts, stock plans or other incentive plans, including making recommendations to the Board of Directors regarding equity-based compensation and options;
e) from time to time, to review the Corporation's broad policies and programs in relation to benefits;
f) to annually receive from the CEO recommendations concerning annual compensation policies and budgets, including stock options, for all employees;
g) from time to time, to review with the CEO the Corporation's broad policies on compensation for all employees;
h) to periodically review the adequacy and form of the compensation of directors and to ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director, and to report and make recommendations to the Board of Directors accordingly;
i) to review compliance under the Corporation's Code of Conduct (the "Code") and to periodically review this policy and recommend to the Board of Directors changes which the HRC Committee may deem appropriate;
j) to monitor the Corporation's policies and practices with respect to employee health and safety matters;
k) to monitor the Corporation's policies and practices with respect to diversity and inclusion;
l) to monitor the Corporation's culture and its employees wellness;
m) to report regularly to the Board of Directors on all of the HRC Committee's activities and findings during that year;

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n) to develop a calendar of activities to be undertaken by the HRC Committee for each ensuing year and to submit such calendar in the appropriate format to the Board of Directors within a reasonable period of time following each annual general meeting of Shareholders; and
o) to review executive compensation disclosure before the Corporation publicly discloses this information.

Audit Committee

The Audit Committee is currently composed of three Independent Directors: Messrs. Wood, Huether, and Jaques. The Audit Committee was established to assist the Board of Directors in fulfilling its oversight responsibilities in the following principal areas: (1) accounting policies and practices, (2) the financial reporting process, (3) financial statements provided by the Corporation to the public, (4) risk management including systems of accounting and financial controls, (5) appointing, overseeing and evaluating the work and independence of the external auditors, and (6) compliance with applicable legal and regulatory requirements.

The Corporation's management is responsible for preparing the Corporation's financial statements while the external auditors are responsible for auditing those financial statements. The Audit Committee is responsible for overseeing the conduct of those activities by the Corporation's management and external auditors. The Corporation's external auditors are accountable to the Audit Committee as representatives of the Shareholders.

Corporate Governance Committee

The Corporate Governance Committee is currently composed of Ms. Granovsky and Ms. Pilon.

The Corporate Governance Committee has general responsibility for identifying new candidates for Board of Directors nomination and for developing the approach of the Corporation to matters of corporate governance. The Corporate Governance Committee ensures that it has an objective nomination process by interviewing, reviewing and discussing potential Board of Directors candidates independently and collectively and ratifying the Corporate Governance Committee's nominations to the Board of Directors.

The Corporate Governance Committee is responsible for:

Reviewing annually the mandates of the Board of Directors and its Committees;
Recommending procedures to permit the Board of Directors to function independently of management;
Assessing whether the Corporation has implemented appropriate systems of internal control and procedures to ensure compliance with legal, ethical and regulatory requirements and whether these systems are operating effectively;
Establishing selection criteria for Board of Directors membership;
Identify candidates for the Board of Directors;
Assessing the effectiveness of the Board of Directors as a whole, the Committees of the Board of Directors and the contribution of individual directors, including considering the appropriate size of the Board of Directors; and
Administering and updating an orientation and education program for new Board of Directors members.

In selecting nominees for the Board of Directors, the Corporate Governance Committee considers the competencies that the Board of Directors possesses, and the competencies that the nominee will bring to the Board of Directors. The Board of Directors also considers the amount of time and resources that nominees have available to fulfill their Board of Directors duties.

Assessment

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The Corporate Governance Committee is responsible for assessing the effectiveness of the Board of Directors, its Committees and individual Directors. Following an independent review, which was undertaken during 2014, the Board of Directors adopted a bi-annual process to assess the effectiveness of the Board of Directors and its Committees and to assess and review the Directors individually on a scheduled rotating basis.

Orientation and Continuing Education

Responsibility for orientation programs for new Directors is assigned to the Chair of the Board of Directors. The Corporate Governance Committee's duties include ensuring the adequacy of the orientation and education program for each new member.

Chair of Board of Directors

The Chair of Board of Directors reviews with each new member: (i) certain information and materials regarding the Corporation, including the role of the Board of Directors and its Committees; and (ii) the legal obligations of a Director. The Chair, on an ongoing basis, also reviews the professional development and experience of all Directors to ensure the Directors maintain the skill and knowledge necessary to meet their obligations as Directors. The Chair educates the new Directors of the Corporation regarding the nature and operation of the Corporation's business through a series of formal meetings and review of operational information and business strategies.

Ethical Business Conduct

The Corporation has adopted a Code ensuring a high standard of ethics, personal conduct, integrity and professionalism. The Code sets out in detail the core values and the principles by which the Corporation is governed and addresses topics such as: honesty, integrity, ethical behaviour, confidentiality, mutual respect, conduct, and conflict of interest.

Management is responsible for communicating the Code to all officers and employees and keeping the Board of Directors informed about such compliance. The Code is shared with the Directors. The Code is available on the Corporation's intranet or in hard copy upon request. The Board of Directors and the Audit Committee perform ongoing reviews as to the compliance of the Code.

The Board of Directors and the Audit Committee have established a Whistleblower Policy to encourage employees, officers and Directors to bring forward any matters of concern. This policy has been distributed to all employees and is posted on the Corporation's intranet.

In order to ensure that the Directors exercise independent judgment in considering transactions and agreements, the Board of Directors has a standing policy that all members are required to declare any conflicts of interest with issues or situations as they arise. This would include transactions and agreements in which a Director or an officer has a material interest.

Disclosure Policy

The Disclosure Policy is reviewed by the Board of Directors and executive officers. The Corporation is committed to providing timely, accurate and balanced disclosure of all material information relating to the Corporation, consistent with legal and regulatory requirements. The mandate of the Disclosure Policy is to raise awareness of the Corporation's approach and commitment to disclosure among the Corporation's Directors, management and employees.

ADDITIONAL INFORMATION

Financial information is provided in the Corporation's comparative Consolidated Financial Statements and Management's Discussion and Analysis for its most recently completed financial year. This information and additional information relating to the Corporation may be found on SEDAR+ at www.sedarplus.ca.

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Shareholders may also e-mail the Corporation at [email protected] or by contacting Mr. Kyle Kuepfer, Corporate Secretary at 519-822-2441 to request copies of the Corporation's financial statements and Management's Discussion and Analysis free of charge. The Corporation's website is www.hammondpowersolutions.com.

General

Management knows of no matters to come before the Meeting other than the matters referred to in the Notice of the Meeting. If any matters which are not now known should properly come before the Meeting, the accompanying proxy instrument will be voted on such matters in accordance with the best judgement of the person voting it.

The contents and the sending of this Management Information Circular have been approved by the Board of Directors.

DATED the 20th day of March, 2026

Kyle Kuepfer
Chief Legal Officer and Corporate Secretary

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41

hammond POWER SOLUTIONS

SCHEDULE A

BY-LAW NO. 3

A by-law relating generally to the transaction of the business and affairs of

HAMMOND POWER SOLUTIONS INC. CONTENTS

Part	Description
I	Interpretation
II	Business of the Corporation
III	Borrowing and Securities
IV	Directors
V	Advance Notice of Nomination of Directors
VI	Committees
VII	Officers
VIII	Protection of Directors, Officers and Others
IX	Shares
X	Dividends and Rights
XI	Meetings of Shareholders
XII	Notices
XIII	Effective Date

BE IT ENACTED as a by-law of HAMMOND POWER SOLUTIONS INC. (hereinafter referred to as the "Corporation") as follows:

PART I INTERPRETATION

1.01 Definitions. In the by-laws of the Corporation, unless the context otherwise requires:

"Act" means the Business Corporations Act (Ontario) and any statute that may be substituted therefor, as from time to time amended;

"Applicable Securities Laws" means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, including the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission or similar regulatory authority of each province and territory of Canada.

"appoint" includes "elect" and vice versa;

"articles" means the original or restated articles of incorporation, articles of amalgamation, articles of continuance, articles of reorganization, letters patent or other instrument of incorporation of the Corporation, as from time to time amended;

"board" means the board of directors of the Corporation;

"by-laws" means this by-law and all other by-laws of the Corporation from time to time in force and effect;

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"meeting of shareholders" includes an annual meeting of shareholders and a special meeting of shareholders;

"non-business day" means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Ontario);

"recorded address" means, in the case of a shareholder, his address as recorded in the securities register; and in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; and, in the case of a director, officer, auditor or member of a committee of the board, his latest address as recorded in the records of the Corporation;

"signing officer" means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by section 2.03 or by a resolution passed pursuant thereto;

save as aforesaid, words and expressions defined in the Act have the same meanings when used herein; and

words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts and unincorporated organizations.

PART II BUSINESS OF THE CORPORATION

2.01 Corporate Seal. The Corporation may have one or more different corporate seals which may be adopted or changed from time to time by the board, on which the name of the Corporation appears in the language or one or more of the languages set out in the articles.

2.02 Financial Year. Until changed by the board, the financial year of the Corporation shall end on December 31 in each year.

2.03 Execution of Instruments. Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any one of the directors or officers. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal (if any) to any instrument. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

2.04 Execution in Counterpart. Except as otherwise required by law:

(a) any articles, notice, resolution, requisition, statement or other document required or permitted to be executed by more than one person may be executed in several documents of like form each of which is executed by one or more of such persons, and such documents, when duly executed by all persons required or permitted, as the case may be, to do so, shall be deemed to constitute one document and to bear date as of the date of execution thereof by the last such person;

(b) the Corporation may accept delivery of any executed document, which is required or permitted to be executed by one or more persons for the purposes of the Act, by facsimile or by electronic transmission; and

(c) any document required or permitted to be executed by one or more persons for the purposes of the Act may be executed by means of electronic signature, and the Corporation may accept delivery of any document so executed.

2.05 Banking Arrangements. The banking business of the Corporation including, without limitation, the

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borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe or authorize.

2.06 Voting Rights in Other Bodies Corporate. The signing officers of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such proxies, certificates or other evidence shall be in favor of such person or persons as may be determined by the officers signing or arranging for them. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised.

2.07 Withholding Information from Shareholders. No shareholder shall be entitled to discovery of any information respecting any details or conduct of the Corporation's business which, in the opinion of the board, it would be inexpedient in the interests of the shareholders or the Corporation to communicate to the public. The board may from time to time determine whether and to what extent and at what time and place and under what conditions or regulations the accounts, records and documents of the Corporation or any of them shall be open to the inspection of shareholders and no shareholder shall have any right of inspecting any account, record or document of the Corporation except as conferred by the Act or authorized by the board or by resolution passed at a meeting of shareholders.

2.08 Creation and Consolidation of Divisions. The board may cause the business and operations of the Corporation or any part thereof to be divided or to be segregated into one or more divisions upon such basis, including without limitation, character or type of operation, geographical territory, product manufactured or service rendered, as the board may consider appropriate in each case. The board may also cause the business and operations of any such division to be further divided into sub-units and the business and operations of any such divisions or sub-units to be consolidated upon such basis as the board may consider appropriate in each case.

2.09 Officers of Division. From time to time the board or, if authorized by the board, the chief executive officer, may appoint one or more officers for any division, prescribe their powers and duties and settle their terms of employment and remuneration. The board or, if authorized by the board, the chief executive officer, may remove at its or his pleasure any officer so appointed, without prejudice to such officer's rights under any employment contract. Officers of divisions or their sub-units shall not, as such, be officers of the Corporation.

PART III BORROWING AND SECURITIES

3.01 Borrowing Power. Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the articles, the board may from time to time on behalf of the Corporation, without authorization of the shareholders:

(a) borrow money on the credit of the Corporation;

(b) issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation, whether secured or unsecured;

(c) to the extent permitted by the Act, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and

(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness,

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liability or obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

3.02 Delegation. The board may from time to time delegate to a committee of the board, a director or an officer of the Corporation or any other person as may be designated by the board all or any of the powers conferred on the board by section 3.01 or by the Act to such extent and in such manner as the board may determine at the time of each such delegation.

PART IV DIRECTORS

4.01 Number of Directors and Quorum. Subject to the articles, the board shall consist of the number of directors specified in the articles (or such number as has most recently been specified by a special by-law under the predecessor of the Act); if the articles provide for a minimum and maximum number of directors, the board shall consist of the number of directors determined from time to time by a special resolution (or, if the directors are empowered by a special resolution to determine the number, by a resolution of the board) within such minimum and maximum. A majority of the number of directors so specified or determined shall constitute a quorum at any meeting of the board.

4.02 Qualification. No person shall be qualified for election as a director if he is less than 18 years of age; if he is of unsound mind and has been so found by a court in Canada or elsewhere; if he is not an individual; or if he has the status of a bankrupt. A director need not be a shareholder. At all times while the Corporation is an offering corporation, at least one-third of the directors must not be officers or employees of the Corporation or of any affiliate of the Corporation.

4.03 Election and Term. The election of directors shall take place at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The election shall be by resolution. If an election of directors is not held at the proper time, the directors shall continue in office until their successors are elected.

4.04 Removal of Directors. Subject to the provisions of the Act, the shareholders may, by resolution passed at an annual meeting of shareholders or a special meeting of shareholders, remove any director from office and the vacancy created by such removal may be filled at the same meeting failing which it may be filled by the board.

4.05 Vacation of Office. A director ceases to hold office when he dies, is removed from office by the shareholders acting pursuant to the Act, or ceases to be qualified for election as a director, or earlier if he shall have submitted his written resignation to the Corporation; in which last-mentioned event he shall cease to hold office at the later of (i) the time when such written resignation is sent or delivered to the Corporation and (ii) the time, if any, specified in such written resignation as the effective time of such resignation.

4.06 Vacancies. Subject to the Act, a quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the number of directors or in the maximum number of directors or from a failure of the shareholders to elect the number of directors required to be elected at any meeting of shareholders. Notwithstanding the foregoing exception, a quorum of the board may fill a vacancy resulting from an increase in the number of directors where the directors are authorized by special resolution to determine the number of directors, but only if the appointment of an additional director would not result in a total number of directors greater than one and one-third times the number of directors required to have been elected at the last annual meeting of shareholders. In the absence of a quorum of the board, or if the vacancy has arisen from a failure of the shareholders to elect the number of directors required to be elected at any meeting of shareholders, the board shall forthwith call a special meeting of shareholders to fill the vacancy. If

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the board fails to call such meeting or if there are no such directors then in office, any shareholder may call the meeting.

4.07 Action by the Board. The board shall manage or supervise the management of the business and affairs of the Corporation. Every director of the Corporation in exercising his or her powers and discharging his or her duties to the Corporation must act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Every director of the Corporation must comply with the Act, the articles and these by-laws. Subject to section 4.08, the powers of the board may be exercised by a meeting at which the quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office. Where the Corporation has only one director, that director may constitute a meeting.

4.08 Meeting by Communications Facilities. If all the directors present at or participating in the meeting consent, a meeting of the board or of a committee of the board may be held by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means shall be deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board. If a majority of the directors participating in a meeting held under this section are then in Canada, the meeting shall be deemed to have been held in Canada.

4.09 Place of Meetings. Meetings of the board may be held at any place in or outside Ontario. In any financial year of the Corporation a majority of the meetings of the board need not be held in Canada.

4.10 Calling of Meetings. Meetings of the board shall be held from time to time at such time and at such place as the board, the chair of the board, the lead director, the chief executive officer (if the chief executive officer is a director) or any two directors may determine.

4.11 Notice of Meeting. Notice of the time and place of each meeting of the board shall be given in the manner provided in section 12.01 to each director not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified.

4.12 First Meeting of New Board. Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

4.13 Adjourned Meeting. Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

4.14 Regular Meetings. The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

4.15 Meetings Without Notice. A meeting of the board may be held at any time and place permitted by the Act or the articles or the by-laws without notice or on shorter notice than that provided for herein, and proceedings thereat shall not be invalidated if all the directors are present in person (other than expressly to object that the meeting is not lawfully called) or if not so present have received notice, or before or after the meeting or the time prescribed for the notice thereof, in writing waive notice of or accept short notice of such

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meeting.

4.16 Chair and Secretary. The Chair of the board (if any) will, when present, preside as chair at meetings of the board. If the Chair of the board is absent or unable or unwilling to preside as chair, the lead director (if any) will, when present, preside as chair for that meeting. If neither of these appointees is present or able or willing to preside as chair, the directors present will choose one from among them to preside as chair for that meeting. The Secretary of the Corporation (if any) will, when present, act as secretary at meetings of the board. If the Secretary is absent or unable or unwilling to act as secretary, the chair of the meeting will appoint a person who need not be a director to act as secretary for that meeting.

4.17 Votes to Govern. At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chair of the meeting shall be entitled to a second or casting vote.

4.18 Declaration of Interest. A director or officer who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or proposed material contract with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act.

4.19 Remuneration and Expenses. The directors shall be paid such remuneration for their services as the board may from time to time determine. The directors also shall be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

PART V ADVANCE NOTICE OF NOMINATIONS OF DIRECTORS

5.01 Definitions. For the purposes of this Part V, the following terms have the following meanings:

"person" means natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or governmental or regulatory entity, and pronouns have a similarly extended meaning.

"public announcement" means disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on SEDAR+ at www.sedarplus.ca, or any system that is a replacement or successor thereto.

5.02 Nomination Procedures. Subject only to the Act, Applicable Securities Laws and the articles of the Corporation, only persons who are nominated in accordance with the procedures set out in this Part V shall be eligible for election as directors of the Corporation.

Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at a special meeting of shareholders if the election of directors is a matter specified in the notice of meeting:

(a) by or at the direction of the board, including pursuant to a notice of meeting;

(b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of a shareholders meeting by one or more shareholders made in accordance with the provisions of the Act; or

i. at the close of business on the date of the giving of the notice under this Article V and on the

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record date for notice of such meeting, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and

ii. complies with the notice procedures set forth in this Part V.

For greater certainty, this Part V does not limit any shareholder rights under the Act to requisition a meeting or submit a proposal; however, any nomination other than by or at the direction of the board must comply with this Part V.

5.03 Nominations for Election. For the avoidance of doubt, the procedures set forth in this Part V shall be the exclusive method (other than nominations made by or at the direction of the board) for any person to bring nominations for election to the board before any annual meeting of shareholders or special meeting of shareholders of the Corporation.

5.04 Timely Notice. In addition to any other applicable requirements, for a nomination to be validly made by a Nominating Shareholder, such notification must provide timely notice thereof in proper written form to the secretary of the Corporation in accordance with this Part V.

5.05 Manner of Timely Notice. To be timely, a Nominating Shareholder's notice to the secretary of the Corporation must be made:

(a) in the case of an annual meeting of shareholders (including an annual meeting of shareholders which is also a special meeting of shareholders) – not later than the close of business on the 30th day prior to the date of the meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting (the "Notice Date") was made by the Corporation, notice shall be made by the Nominating Shareholder not later than the close of business on the 10th day following the Notice Date; and

(b) in the case of a special meeting of shareholders (which is not also an annual meeting of shareholders) called for the purpose of electing directors (whether or not also called for other purposes) – not later than the close of business on the 15th day following the Notice Date;

No adjournment or postponement of a meeting of shareholders or special meeting, or public announcement thereof, shall commence a new time period for the giving of a notice under this section 5.05.

5.06 Proper Form of Notice. To be in proper written form, a Nominating Shareholder's notice to the secretary of the Corporation must be in writing and must set forth or be accompanied by, as applicable:

(a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each, a "Proposed Nominee"):

i. the name, age, business address and residential address of the Proposed Nominee;

ii. the principal occupation, business or employment of the Proposed Nominee, both present and for the five years preceding the notice;

iii. whether the Proposed Nominee is a resident Canadian within the meaning of the Act;

iv. the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

v. a description of any relationship, agreement, arrangement or understanding (including

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hammond Power Solutions

financial, compensatory or indemnity related or otherwise) between the Nominating Shareholder and the Proposed Nominee, or any Affiliates (as defined in the Act) or Associates (as defined in the Act) of, or any person or entity acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee's nomination and election as director;

vi. whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or its Affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee;

vii. any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident's proxy circular in connection with the solicitation of proxies for election of directors pursuant to the Act or any Applicable Securities Laws; and

viii. confirmation that such person is not subject to any cease trade order, securities regulatory sanctions, or bankruptcy proceedings.

(b) as to each Nominating Shareholder:

i. the name, business and, if applicable, residential address of such Nominating Shareholder;

ii. the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such Nominating Shareholder or any other person with whom such Nominating Shareholder is acting jointly or in concert (and for each such person any options or other rights to acquire shares in the capital of the Corporation, any derivatives or other securities, instruments or arrangements for which the price or value or delivery, payment or settlement obligations are derived from, referenced to, or based on any such shares, and any hedging transactions, short positions and borrowing or lending arrangements relating to such shares) with respect to the Corporation or any of its securities, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

iii. full particulars regarding any proxy, contract, arrangement, agreement, understanding or relationship pursuant to which such Nominating Shareholder, or any of its Affiliates or Associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Corporation or the nomination of directors to the board; and

iv. any other information relating to such Nominating Shareholder that would be required to be disclosed in a dissident's proxy circular in connection with the solicitation of proxies for election of directors pursuant to the Act or any Applicable Securities Laws; and

(c) a written consent duly signed by each Proposed Nominee to being named as a nominee for election to the board and to serve as a director of the Corporation, if elected.

Reference to "Nominating Shareholder" in this section 5.06 shall be deemed to refer to each shareholder that nominates or seeks to nominate a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.

The Corporation may also require any Proposed Nominee to furnish such other information, as it may reasonably require to determine whether the nominee would be considered "independent" as a director under Applicable Securities Laws and the rules of any stock exchange on which the securities of the Corporation are then listed for trading.

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In addition to the provisions of this Part V, a Nominating Shareholder and any Proposed Nominee shall also comply with all of the applicable requirements of the Act, Applicable Securities Laws and applicable stock exchange rules regarding the matters set forth herein.

5.07 Currency of Notice. All information to be provided in a Nominating Shareholder's notice pursuant to this Part V shall be provided as of the date of such notice. To be considered timely and in proper form, a Nominating Shareholder's notice shall be promptly updated and supplemented if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting. In addition, such Nominating Shareholder must promptly update any material changes at least 5 business days prior to the meeting.

5.08 Power of the Chair. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this Part V and, if any proposed nomination is not in compliance with this Part V, to declare that such defective nomination shall be disregarded.

5.09 Delivery of Notice. Notwithstanding any other provision of this Part V, notice given to the secretary of the Corporation pursuant to this Part V may only be given by personal delivery or email that is acknowledged received by the Corporation (at such email address as may be stipulated from time to time by the secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery or sent by email (at the aforesaid email) to the secretary of the Corporation, at the address of the principal executive offices of the Corporation, provided that if such delivery or electronic communication is made on a day which is a non-business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next business day.

PART VI COMMITTEES

6.01 Committee of Board. The board may appoint one or more committees of the board, however designated, and delegate to any such committee any of the powers of the board except those which, under the Act, a committee of directors has no authority to exercise.

6.02 Audit Committee. If the Corporation is an offering corporation, the board shall elect from among its number an audit committee to be composed of not fewer than three directors of the Corporation, a majority of whom are not officers or employees of the Corporation or its affiliates. Members of the audit committee shall remain in office until the next annual meeting of shareholders.

6.03 Transaction of Business. The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Ontario.

6.04 Advisory Bodies. The board may from time to time appoint advisory bodies.

6.05 Procedure. Unless otherwise determined by the board, each committee and advisory board shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and to regulate its procedure.

PART VII OFFICERS

7.01 Designation and Appointment. Subject to the articles, the board may designate the offices of the Corporation, appoint officers, specify their duties and, subject to the Act, delegate to them powers to manage the business and affairs of the Corporation. Subject to the articles, a director may be appointed to any office

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hammond Power Solutions

of the Corporation and two or more offices of the Corporation may be held by the same person.

7.02 Powers and Duties of Officers. Every officer of the Corporation must:

(a) perform all powers and duties incident to his or her respective office and such other powers and duties respectively as may from time to time be assigned to him or her by the board;

(b) in exercising his or her powers and discharging his or her duties to the Corporation, act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and

7.03 Variation of Powers and Duties. The board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.

7.04 Term of Office. The board, in its discretion, may remove any officer of the Corporation, without prejudice to such officer's rights under any employment contract. Otherwise each officer appointed by the board shall hold office until his successor is appointed, or until his earlier resignation.

7.05 Terms of Employment and Remuneration. The terms of employment and the remuneration of an officer appointed by the board shall be settled by it from time to time.

7.06 Declaration of Interest. An officer shall disclose his interest in any material contract or proposed material contract with the Corporation in accordance with section 4.18.

7.07 Agents and Attorneys. The board shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers of management or otherwise (including the powers to subdelegate), as may be thought fit.

PART VIII PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

8.01 Limitation of Liability. No director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

8.02 Indemnity. Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if

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(a) he acted honestly and in good faith with a view to the best interests of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

The Corporation shall also indemnify such person in such other circumstances as the Act permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity apart from the provisions of this by-law.

8.03 Insurance. The Corporation may purchase and maintain insurance for the benefit of any person referred to in section 8.02 against such liabilities and in such amounts as the board may from time to time determine and are permitted by the Act.

PART IX SHARES

9.01 Allotment. Subject to the provisions of the Act and the articles, the board may from time to time allot or grant options or other securities to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

9.02 Commissions. The board may from time to time authorize the Corporation to pay a commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

9.03 Registration of Transfers. The Corporation must cause to be kept, at its registered office or at any other place in Ontario designated by the board, a register of transfers in which all transfers of securities issued by the Corporation in registered form and the date and other particulars of each transfer as required by the Act will be set out. Branch registers of transfers, if any, may be kept at such offices of the Corporation and/or other places, either within or outside Ontario, designated by the board.

9.04 Transfer Agents and Registrars. The board may from time to time appoint one or more agents to maintain, in respect of each class of securities of the Corporation issued by it in registered form, a central securities register and one or more branch securities registers. Such a person may be designated as transfer agent or registrar according to his functions and one person may be designated both registrar and transfer agent. The board may at any time terminate such appointment.

9.05 Lien for Indebtedness. If the articles provide that the Corporation shall have a lien on shares registered in the name of a shareholder indebted to the Corporation, such lien may be enforced, subject to any other provision of the articles, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.

9.06 Securities Register. Subject to the provisions of the Act, the Corporation may treat the person in whose name a share is registered in the securities register as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payments in respect of the share and otherwise to exercise all the rights and powers of an owner.

9.07 Share Certificates. Every registered holder of one or more shares of the Corporation shall be entitled, at his option, to a share certificate, or to a non-transferable written certificate of acknowledgment of his right to obtain a share certificate, stating the number and class or series of shares held by him as shown on the securities register. Such certificates shall be in such form as the board shall from time to time approve. Any such certificate shall be signed in accordance with section 2.03 and need not be under corporate seal;

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hammond Power Solutions

provided that, unless the board otherwise determines, certificates in respect of which a transfer agent and/or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent and/or registrar. The signature of one of the signing officers or, in the case of certificates which are not valid unless countersigned by or on behalf of a transfer agent and/or registrar, the signatures of both signing officers, may be printed or mechanically reproduced in facsimile upon certificates and every such facsimile signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation. A certificate executed as aforesaid shall be valid notwithstanding that one or both of the officers whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.

9.08 Replacement of Share Certificates. The board or any officer or agent designated by the board may in its or his discretion direct the issue of a new share certificate or certificate of acknowledgment in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken on payment of a reasonable fee as determined by the Corporation, and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

9.09 Joint Shareholders. If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

9.10 Deceased Shareholders. In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

PART X DIVIDENDS AND RIGHTS

10.01 Dividends. Subject to the provisions of the Act and the articles, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property, or by issuing fully paid shares of the Corporation.

10.02 Dividend Cheques or Wire Transfer. A dividend payable in money shall be paid by cheque drawn on the Corporation's bankers or one of them to the order of each registered holder of shares of the class or series in respect of which it has been declared mailed by prepaid ordinary mail to such registered holder at his recorded address, unless such holder otherwise directs, or by such other means (including wire transfer or electronic funds transfer) as the Corporation may determine from time to time. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque or completion of payment by such other means as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

10.03 Non-receipt of Cheques. In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

10.04 Record Date for Dividends and Rights. The board may fix in advance a date, preceding by not more than 50 days the date for the payment of any dividend or the date for the issue of any warrant or other evidence of the right to subscribe for securities of the Corporation, as a record date for the determination of

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hammond Power Solutions

the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities, and notice of any such record date shall be given not less than 7 days before such record date in the manner provided by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

10.05 Unclaimed Dividends. Any dividend unclaimed after a period of 6 years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation or to such other person, including the Corporation's transfer agent, as may be directed by the Corporation.

PART XI

MEETINGS OF SHAREHOLDERS

11.01 Annual Meetings. The annual meeting of shareholders shall be held at such time in each year and, subject to section 11.03, at such place as the board may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing an auditor and transacting such other business as may properly be brought before the meeting.

11.02 Special Meetings. The board, the chair of the board, the managing director, the president or the holders of not less than five percent (5%) of the issued and outstanding shares of the Corporation that carry the right to vote at a meeting sought shall have power to call a special meeting of shareholders at any time.

11.03 Place of Meetings. Meetings of shareholders shall be held at the registered office of the Corporation or elsewhere in the municipality in which the registered office is situate or, if the board shall so determine, at some other place in Canada or, if all the shareholders entitled to vote at the meeting so agree, at some place outside Canada.

11.04 Meetings by Telephone, Electronic or Other Communication Facility. Any person entitled to attend a meeting of shareholders may participate in the meeting, to the extent and in the manner permitted by law, by means of a telephonic, electronic or other communication facility, if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting. The directors or the shareholders of the Corporation who call a meeting of shareholders pursuant to the Act may determine that the meeting shall be held, to the extent and in the manner permitted by law, entirely by means of a telephonic, electronic or other communication facility.

11.05 Notice of Meetings. If the Corporation is an offering corporation, notice of the time and place of each meeting of shareholders shall be given in the manner provided in section 12.01 not less than 21 nor more than 50 days before the date of the meeting to each director, to the auditor and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor's report, election of directors and reappointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting.

11.06 List of Shareholders Entitled to Notice. For every meeting of shareholders, the Corporation shall prepare within the time specified by the Act a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting. If a record date for the meeting is fixed pursuant to section 11.07, the shareholders listed shall be those registered at the close of business on such record date. If no record date is fixed, the shareholders listed shall be those registered (a) at the close of business on the day immediately preceding the day on which notice of the meeting is given, or (b) on the day on which the meeting is held where no such notice is given. The list shall be available for examination by any shareholder during usual business hours at the registered

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office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared.

11.07 Record Date for Notice. The board may fix in advance a date, preceding the date of any meeting of shareholders by not more than 60 days and not less than 30 days, as a record date for the determination of the shareholders entitled to notice of the meeting, and notice of any such record date shall be given not less than 7 days before such record date, by newspaper advertisement and written notice in the manner provided in the Act. If no record date is so fixed, the record date for the determination of the shareholders entitled to notice of the meeting shall be (a) at the close of business on the day immediately preceding the day on which the notice is given or (b) the day on which the meeting is held where no such notice is given.

11.08 Meetings without Notice. A meeting of shareholders may be held at any time and place permitted by the Act or the articles or the by-laws without notice or on shorter notice than that provided for herein, and proceedings thereat shall not be invalidated (a) if all the shareholders entitled to vote thereat are present in person or represented (other than as expressly to object that the meeting is not lawfully called) or if those not so present or represented have received notice, or before or after the meeting or the time prescribed for the notice thereof, in writing waive notice of or accept short notice of such meeting, and (b) if the auditor and the directors are present (other than as expressly to object that the meeting is not lawfully called) or if those not present have received notice or, before or after the meeting or the time prescribed for notice thereof, in writing waive notice of or accept short notice of such meeting. If the meeting is held at a place outside Canada, shareholders not present or represented, but who have waived notice of or accepted short notice of such meeting, shall also be deemed to have consented to the meeting being held at such place.

11.09 Chair, Secretary and Scrutineers. The chair of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed who is present at the meeting: chief executive officer, or chair of the board. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chair. If the secretary of the Corporation is absent, the chair shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair with the consent of the meeting.

11.10 Persons Entitled to Attend. The only persons entitled to attend a meeting of shareholders shall be those entitled to vote thereat, the chair of the board (if any), the officers of the Corporation, the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to attend the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

11.11 Quorum. Subject to the provisions of the Act, a quorum for the transaction of business at any meeting of shareholders shall be 1 person present in person, being a shareholder entitled to vote thereat or a duly appointed representative or proxyholder for an absent shareholder so entitled, and holding or representing in the aggregate not less than a majority of the outstanding shares of the Corporation entitled to vote at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business.

11.12 Right to Vote. Subject to the provisions of the Act as to authorized representatives of any other body corporate or association, at any meeting of shareholders for which the Corporation must prepare the list referred to in section 11.06, every person who is named in such list shall be entitled to vote the shares shown opposite his name except to the extent that, (a) where the Corporation has fixed a record date in respect of such meeting, such person has transferred any of his shares after such record date, or where the Corporation has not fixed a record date in respect of such meeting, such person has transferred any of his shares after the date on which such list is prepared, and (b) the transferee, having produced properly endorsed certificates evidencing such shares or having otherwise established that he owns such shares, has demanded not later than 10 days before the meeting that his name be included in such list. In any such accepted case the

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transferee shall be entitled to vote the transferred shares at the meeting. At any meeting of shareholders for which the Corporation has not prepared the list referred to in section 11.06, every person shall be entitled to vote at the meeting who at the time is entered in the securities register as the holder of one or more shares carrying the right to vote at such meeting.

11.13 Proxyholders and Representatives. Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or his attorney and shall conform with the requirements of the Act. Every such shareholder which is a body corporate or association may by resolution of its directors or governing body authorize an individual who need not be a shareholder to represent it at a meeting of shareholders and such individual may exercise on the shareholder's behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chair of the meeting.

11.14 Time for Deposit of Proxies. The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than 48 hours exclusive of non-business days, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, if it has been received by the secretary of the Corporation or by the chair of the meeting or any adjournment thereof prior to the time of voting.

11.15 Joint Shareholders. If two or more persons hold shares jointly, any one of them present in person or represented at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented and vote, they shall vote as one of the shares jointly held by them.

11.16 Votes to Govern. At any meeting of shareholders every question shall, unless otherwise required by the articles or by-laws or by-law, be determined by a majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a ballot, the chairman of the meeting shall be entitled to a casting vote.

11.17 Show of Hands. Subject to the provisions of the Act any question at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.

11.18 Ballots. On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chair may require a ballot or any person present and entitled to vote on such question at the meeting may demand a ballot. A ballot so required or demanded shall be taken in such manner as the chair shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

11.19 Adjournment. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

Hammond Power Solutions - Management Information Circular

hammond Power Solutions

11.20 Electronic Voting by Shareholders. Any vote at a meeting of the shareholders may be held, to the extent and in the manner permitted by law, entirely by means of a telephonic, electronic or other communication facility, if the Corporation makes available such a communication facility. Any person participating in a meeting of shareholders by electronic means as provided in section 11.04 and entitled to vote at that meeting may vote, to the extent and in the manner permitted by law, by means of the telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

11.21 Resolution in Writing. A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless a written statement with respect to the subject matter of the resolution is submitted by a director or auditor in accordance with the Act.

11.22 Only One Shareholder. If the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.

PART XII NOTICES

12.01 Method of Giving Notices. Any notice (which term includes any communication or document) to be given (which term includes sent, provided, delivered or served), pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid ordinary or air mail, if sent to him at his recorded address by any means of prepaid transmitted or recorded communication, or by any form of electronic means permitted by applicable law at his recorded address. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been received by the addressee on the fifth day after mailing; a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch; and a notice so sent by any form of electronic means permitted by applicable law shall be deemed to have been given when dispatched. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by him to be reliable.

For greater certainty, subject to the Act, Applicable Securities Laws, and other applicable law, and for so long as the Corporation is a distributing corporation, any notice shall be sufficiently given if given in accordance with the requirements applicable to notice and access (as defined in National Instrument 54-101 – Communication with Beneficial Owners of the Securities of a Reporting Issuer).

12.02 Electronic Documents. A requirement under this by-law to provide a person with a notice, document, or other information, is satisfied by providing an electronic document in compliance with the Act and the regulations thereunder.

12.03 Notice to Joint Shareholders. If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice to one of such persons shall be sufficient notice to all of them.

12.04 Computation of Time. In computing the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, the date of giving the notice and the date of the meeting or other event shall both be excluded.

12.05 Undelivered Notices. If any notice given to a shareholder pursuant to section 12.01 is returned on three consecutive occasions because he cannot be found, the Corporation shall not be required to give any further notices to such shareholder until he informs the Corporation in writing of his new address.

Hammond Power Solutions - Management Information Circular

hammond Power Solutions

12.06 Omissions and Errors. The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

12.07 Persons Entitled by Death or Operation of Law. Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share prior to his name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act.

12.08 Waiver of Notice. Any shareholder, proxyholder, other person entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under any provision of the Act, the regulations thereunder, the articles, the by-laws or otherwise and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board or of a committee of the board which may be given in any manner.

PART XIII
EFFECTIVE DATE

13.01 Effective Date. This by-law shall be effective on March 5, 2026 (the "Effective Date"). If this by-law is not approved by ordinary resolution of the shareholders of the Corporation present in person or voting by proxy at the next meeting of those shareholders validly held following the Effective Date, then this by-law shall terminate and be void and of no further force and effect following the termination of such meeting of the shareholders of the Corporation.

13.02 Repeal. By-law No. 2 the Corporation is repealed as of the Effective Date. Such repeal shall not affect the previous operation of any by-law so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any articles (as defined in the Act) or predecessor charter documents of the Corporation obtained pursuant to any such by-law prior to its repeal. All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by-law and all resolutions of the shareholders or the board with continuing effect passed under any repealed by-law shall continue good and valid except to the extent inconsistent with this by-law and until amended or repealed. If this by-law is not approved by the shareholders of the Corporation in accordance with section 13.01, then By-law No. 2 shall automatically and immediately be reinstated and be in full force and effect, without the necessity of any further action by the shareholders or the board of directors.

This by-law was adopted by the Board of Directors.

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Hammond Power Solutions Inc. — Proxy Solicitation & Information Statement 2026

45125_rns_2026-03-30_edbe5894-3c6a-4774-961e-cd5a2a9a9e0a.pdf

Notice of Meeting & Management Information Circular

Hammond Power Solutions Inc.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

PAPER COPIES OF MEETING MATERIALS:

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK

MANAGEMENT INFORMATION CIRCULAR

Forward-Looking Information

Contents

SOLICITATION OF PROXIES

Appointment and Revocation of Proxies

Exercise of Discretion by Proxies

Voting by Non-Registered Shareholders

Interest of Certain Persons and Companies in Matters to be Acted Upon

Voting Shares

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Presentation of the Financial Statements and the Report of the Auditor

2. Election of Directors

Advance Notice Provisions

Board Committees

Audit Committee

Human Resources and Compensation Committee

Corporate Governance Committee

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

3. Appointment of Auditor

4. Ratification and Approval of Bylaws

EXECUTIVE COMPENSATION

Compensation Philosophy and Objectives

Compensation Governance and Risk Oversight

What the Corporation does:

What the Corporation does not do:

Named Executives Officers

2025 Performance at a Glance

Composition and Role of the Human Resources and Compensation Committee

Compensation Fees

Compensation Peer Group

Elements of Compensation

Executive Compensation At Risk

Summary of Target Total Direct Compensation Elements

Base Salary

Short-Term Incentive Plan

Long-Term Incentive Plan

Indirect Compensation

Performance Graph

Summary Compensation Table

Settlement of Share-Based Awards

Performance Share Units and Restricted Share Units Settled during the Year

Outstanding Share-based Awards and Non-Equity Incentive Plans – Performance Share Units and Restricted Share Units – Value Vested or Earned During the Year

Outstanding Share-based Awards and Non-Equity Incentive Plans – Deferred Share Units – Value Vested or Earned During the Year

Pension Plans

Termination and Change of Control Benefits

Summary of Equity-based Incentive Plans

Long-Term Incentive Plan

Stock Option Plan

Deferred Share Unit Plan

Anti-Hedging Policy

DIRECTOR COMPENSATION

Director Share Ownership Guidelines

Director Summary Compensation Table

Director Attendance

Incentive Plan Awards

Outstanding Option-based and Share-based Awards

Value Vested or Earned During the Year

INDEBTEDNESS OF DIRECTORS AND OFFICERS

DIRECTORS AND OFFICER'S LIABILITY INSURANCE

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

CORPORATE GOVERNANCE PRACTICES

Board of Directors

Director Term Limits

Representation of Women

Lead Director

Board of Directors Mandate

Position Descriptions

Board of Directors Committees

Human Resources and Compensation Committee

Audit Committee

Corporate Governance Committee

Hammond Power Solutions Inc. Proxy Solicitation & Information Statement 2026