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Hammond Power Solutions Inc. Proxy Solicitation & Information Statement 2026

Mar 31, 2026

45125_rns_2026-03-30_0539f074-02ad-4642-80cb-c8c616a7f51a.pdf

Proxy Solicitation & Information Statement

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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:

  1. 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);
  2. 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);
  3. 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);
  4. 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
  5. 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

POWER SOLUTIONS

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