Next Hydrogen Solutions Inc.

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NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF NEXT HYDROGEN SOLUTIONS INC.

TO BE HELD ON JUNE 6, 2023

AND

MANAGEMENT INFORMATION CIRCULAR

DATED APRIL 18, 2023

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ...................................................................................i
MANAGEMENT INFORMATION CIRCULAR .................................................................................................... 1
GENERAL ................................................................................................................................................................... 1
PERSONS MAKING THE SOLICITATION........................................................................................................... 1
PROXY RELATED INFORMATION ...................................................................................................................... 2
Appointment and Revocation of Proxies .................................................................................................................. 2
Exercise of Discretion ............................................................................................................................................... 2
ADVICE TO BENEFICIAL SHAREHOLDERS ..................................................................................................... 2
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ................... 4
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ........................................ 5
Voting Rights ............................................................................................................................................................ 5
Record Date .............................................................................................................................................................. 5
Principal Holders of Common Shares ....................................................................................................................... 5
Quorum ..................................................................................................................................................................... 5
MATTERS TO BE ACTED UPON AT THE MEETING ....................................................................................... 6
1. Financial Statements ......................................................................................................................................... 6
2. Fixing Number of Directors to be Elected at the Meeting ................................................................................ 6
3. Election of Directors ......................................................................................................................................... 6
4. Appointment of Auditors ................................................................................................................................ 10
5. Other Business ................................................................................................................................................ 11
EXECUTIVE COMPENSATION............................................................................................................................ 11
Oversight and Description of Director and Named Executive Officer Compensation ........................................... 11
Director and Named Executive Officer Compensation, Excluding Compensation Securities ................................ 13
Stock Options and Other Compensation Securities ................................................................................................ 14
Stock Option Plans and Other Incentive Plans ....................................................................................................... 15
Employment, Consulting and Management Agreements ........................................................................................ 16
Oversight and Description of Director and Named Executive Officer Compensation ........................................... 17
Pension Disclosure .................................................................................................................................................. 18
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ................... 18
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ................................................................ 18
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ................................................. 19
APPOINTMENT OF AUDITOR ............................................................................................................................. 20
MANAGEMENT CONTRACTS ............................................................................................................................. 20
CORPORATE GOVERNANCE DISCLOSURE ................................................................................................... 20
General .................................................................................................................................................................... 20
Board of Directors .................................................................................................................................................. 20
Directorships ........................................................................................................................................................... 20
Orientation and Continuing Education of Board Members..................................................................................... 21

Ethical Business Conduct ....................................................................................................................................... 21 Nomination of Directors ......................................................................................................................................... 21 Compensation ......................................................................................................................................................... 21 Other Board Committees ........................................................................................................................................ 22 Assessment of Directors, the Board and Board Committees .................................................................................. 22 SOCIAL AND ENVIRONMENTAL POLICIES ................................................................................................... 22 ESG Vision ............................................................................................................................................................. 22 ESG Project Overview ............................................................................................................................................ 22 ESG Initiatives and Commitments .......................................................................................................................... 23 AUDIT COMMITTEE .............................................................................................................................................. 24 Audit Committee Charter ........................................................................................................................................ 24 Composition of the Audit Committee ..................................................................................................................... 24 Relevant Education and Experience ....................................................................................................................... 24 Audit Committee Oversight .................................................................................................................................... 24 Reliance on Certain Exemptions ............................................................................................................................. 24 Pre-Approval Policies and Procedures .................................................................................................................... 24 External Auditor Service Fees ................................................................................................................................ 24 ADDITIONAL INFORMATION ............................................................................................................................. 25 SCHEDULE “A” AUDIT COMMITTEE CHARTER ........................................................................................... A

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares (“ Common Shares ”) of Next Hydrogen Solutions Inc. (“ Next Hydrogen ” or the “ Corporation ”) will be held virtually via live video webcast, available online at https://virtual-meetings.tsxtrust.com/en/1448/ using password “nexthydrogen2023” on June 6, 2023, at 1:00 p.m. EST, for the following purposes:

to receive the audited consolidated financial statements of Next Hydrogen for the financial year ended December 31, 2022, together with the notes thereto and the auditors’ report thereon;
to fix the number of directors to be elected for the ensuing year at eight (8);
to elect the board of directors of Next Hydrogen (the “ Board ”) for the ensuing year;
to appoint KPMG LLP, Chartered Professional Accountants, as auditors of Next Hydrogen for the ensuing year, at a remuneration to be fixed by the Board; and
to transact such further and other business as may properly be brought before the Meeting or any adjournment thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular accompanying this Notice of Meeting.

A Shareholder may attend the Meeting virtually or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed proxy must be received by TSX Trust Company, Attention: Proxy Department, 301 -100 Adelaide Street West, Toronto, Ontario M5H 4H1, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Ontario) prior to the Meeting or any adjournment or postponement thereof.

The proxyholder has discretion under the accompanying form of proxy to consider such further and other business as may properly be brought before the Meeting or any adjournment thereof. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

If you are an unregistered holder of Common Shares and receive these materials through your broker or through another intermediary, please complete the form of proxy or voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided therein. Late forms of proxy may be accepted or rejected by the Chair of the Meeting in his sole discretion and the Chair is under no obligation to accept or reject any particular late form of proxy.

The record date for the Meeting has been fixed at the close of business on April 17, 2023 (the “ Record Date ”). Only Shareholders of record as at the Record Date are entitled to receive notice of the Meeting. Shareholders of record will be entitled to vote those Common Shares included in the list of Shareholders prepared as at the Record Date. If a Shareholder transfers Common Shares after the Record Date and the transferee of those Common Shares, having produced properly endorsed certificates evidencing such Common Shares or having otherwise established that the transferee owns such Common Shares, demands, at least 10 days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, such transferee shall be entitled to vote such Common Shares at the Meeting.

DATED this 18 day of April, 2023.

BY ORDER OF THE BOARD OF DIRECTORS OF NEXT HYDROGEN SOLUTIONS INC.

Raveel Afzaal President, Chief Executive Officer and Director

ii -

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY JUNE 6, 2023

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This management information circular (the “ Information Circular ”) is furnished to holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Next Hydrogen Solutions Inc. (“ Next Hydrogen ” or the “ Corporation ”) in connection with the solicitation of proxies by the management of the Corporation for use at the annual and special meeting (the “ Meeting ”) of Shareholders to be held virtually via live video webcast, available online at https://virtualmeetings.tsxtrust.com/en/1448/, using the password “nexthydrogen2023” on Tuesday, June 6, 2023, at 1:00 p.m. EST, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying notice of annual meeting (the “ Notice of Meeting ”).

The information contained herein is given as of April 18, 2023, except where otherwise indicated. Enclosed herewith is an Instrument of Proxy for use at the Meeting. Each Shareholder who is entitled to attend at meetings of Shareholders is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

PERSONS MAKING THE SOLICITATION

This solicitation is made on behalf of the management of the Corporation. The costs incurred in the preparation of both the form of proxy and this Information Circular will be borne by the Corporation. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication by directors, officers, employees or agents of the Corporation who will not be directly compensated therefor. Any third party costs thereof will be borne by the Corporation.

Notice-and-Access

The Corporation has adopted the “notice-and-access” mechanism of delivering materials to both registered and nonregistered Shareholders in connection with the Meeting. As such, the Corporation has posted electronic copies of this notice of meeting, the Information Circular and the Corporation’s annual financial statements for the financial year ended December 31, 2022, together with the notes thereto and the auditors’ report thereon and the related management’s discussion and analysis (collectively, the “ Meeting Materials ”) on the Corporation’s website at www.nexthydrogen.com and on the Corporation’s SEDAR profile at www.sedar.com, instead of printing and mailing out paper copies, as permitted by Canadian securities regulators. Notice-and-access allows issuers to post electronic versions of proxy-related materials online via SEDAR and one other website, rather than mailing paper copies of such materials to Shareholders. Shareholders with questions about notice-and-access can call the Corporation’s transfer agent, TSX Trust Company at 1-866-600-5869.

How to Obtain Paper Copies of the Meeting Materials

Shareholders may request paper copies of the Meeting Materials, by first class mail, courier or the equivalent at no cost to the Shareholder. Requests may be made by calling 1-866-600-5869. Requests may be made up to one year from the date the Information Circular was filed on SEDAR.

For Shareholders who wish to receive paper copies of the Information Circular in advance of the voting deadline, requests must be received no later than May 26, 2023. The Information Circular will be sent to such Shareholders within three business days of their request if such requests are made before the Meeting. Following the Meeting, the Information Circular will be sent to such Shareholders within ten days of their request. Requests must be made by calling 1-866-600-5869.

PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Those Shareholders desiring to be represented at the Meeting by proxy must deposit their respective forms of proxy with TSX Trust Company (“ TSX Trust ”), Attention: Proxy Department, 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the Meeting or any adjournment or postponement thereof. A proxy must be executed by the Shareholder or by his attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the Meeting in respect of which it is given or any adjournment or postponement of the Meeting.

The persons named in the enclosed form of proxy are officers and directors of the Corporation. Each Shareholder submitting a proxy has the right to appoint a person, who need not be a Shareholder, to represent him or it at the Meeting other than the persons designated in the form of proxy furnished by the Corporation. A Shareholder may exercise this right by inserting the name of the desired representative in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, depositing the proxy with TSX Trust, at the place and within the time specified above for the deposit of proxies.

A Shareholder who has submitted a proxy may revoke it at any time prior to the exercise thereof. If a person who has given a proxy attends personally at the Meeting at which such proxy is to be voted, such person may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing (or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized), deposited at TSX Trust Company, Attention: Proxy Department, 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof or with the Chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof, and upon either of such deposits, the proxy is revoked.

Exercise of Discretion

All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting in accordance with the instructions of the Shareholder where voting is by way of a show of hands or by ballot and, if the Shareholder specifies a choice with respect to any matter to be voted upon, the Common Shares represented by the proxy will be voted in accordance with such instructions. In the absence of any such instructions, the persons whose names appear on the enclosed form of proxy will vote in favour of the matters set forth in the Notice of Meeting and in this Information Circular.

The enclosed form of proxy confers discretionary authority on the persons named therein with respect to any amendments or variations of those matters specified in the form of proxy and Notice of Meeting and with respect to any other matters which may be properly brought before the Meeting or any adjournment or postponement thereof. If any such amendment, variation or other matter should come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxies in accordance with their best judgment, unless the Shareholder has specified to the contrary or that Common Shares are to be withheld from voting. At the time of printing this Information Circular, management of the Corporation knows of no such amendment, variation or other matter.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to herein as “ Beneficial Shareholders ”) are advised that only proxies from Shareholders of record can be recognized and voted upon at the Meeting. If Common Shares are listed in an account statement provided to Shareholders by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of Next Hydrogen. Such Common Shares will more likely be registered under the

name of the Shareholder’s broker or an agent of that broker. Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity.

There are two kinds of Beneficial Shareholders – those who object to their name being made known to the issuers of securities which they own (called “ OBOs ” for Objecting Beneficial Owners) and those who do not object to the issuers of securities they own knowing who they are (called “ NOBOs ” for Non-Objecting Beneficial Owners).

The Corporation has decided to take advantage of those provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) that permit it to directly deliver proxyrelated materials to NOBOs who have not waived the right to receive such materials. As a result, NOBOs of the Corporation can expect to receive a form of proxy from the Corporation’s registrar and transfer agent, TSX Trust. These proxies are to be completed and returned to TSX Trust following the instructions provided in the form. TSX Trust will tabulate the results of the proxies received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the proxies received by it. Should a NOBO wish to vote at the Meeting in person, the NOBO must, as set forth in the form of proxy, print their name in the Appointee box and return it to TSX Trust. This will grant the NOBO the right to attend the Meeting and vote in person. NOBOs that wish to change their vote must, in sufficient time in advance of the Meeting, contact TSX Trust to change their vote. These securityholder materials are being sent to registered and non-registered owners of the securities. If you are a nonregistered owner, and the Corporation or its agent has sent these materials directly to you, your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the securities on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for: (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from OBOs in advance of the Meeting. Every intermediary/broker has its own mailing procedures and provides its own return instructions which should be carefully followed by OBOs in order to ensure that their Common Shares are voted at the Meeting. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). The Corporation does not know the names of the OBOs. As a result, OBOs will not be recognized at the Meeting for the purposes of voting their Common Shares in person or by proxy, without following the procedures set out by their broker or its agent. Broadridge typically mails the proxy-related materials to the OBOs along with a scannable voting instruction form (“ VIF ”). The OBO is requested to complete and return their voting instructions to them as directed. Broadridge then tabulates the results of all instructions received and provides the appropriate instructions respecting the voting of the Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a VIF cannot use that VIF to vote Common Shares directly at the Meeting as the Beneficial Shareholder’s voting instructions must be returned, as directed, well in advance of the Meeting in order to have the Common Shares voted. Beneficial Shareholders may revoke their VIFs in accordance with the procedure established by their broker or its agent. Management of the Corporation does not intend to pay for intermediaries to forward to OBOs under NI 54-101 the Meeting materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary , and in the case of an OBO, the OBO will not receive the Meeting materials unless the OBO’s intermediary assumes the cost of delivery.

If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance. All references to shareholders in this Information Circular and the accompanying Instrument of Proxy and Notice of Meeting are to shareholders of record, unless specifically stated otherwise.

VOTING AT THE VIRTUAL MEETING

The Meeting will be hosted virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1448/, using the password “nexthydrogen2023”.

Registered Shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:

Type in https://virtual-meetings.tsxtrust.com/en/1448/ on your browser at least 15 minutes before the Meeting starts.
Click on “ I have a control number ”.
Enter your 12-digit control number (on your proxy form).
Enter the password: nexthydrogen2023 (case sensitive).
When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received.

Beneficial Shareholders entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below:

Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or VIF. 2. Sign and send it to your intermediary, following the voting deadline and submission instructions on the VIF.
Obtain a control number by contacting TSX Trust Company by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.
Type in https://virtual-meetings.tsxtrust.com/en/1448 on your browser at least 15 minutes before the Meeting starts.
Click on “ I have a control number ”.
Enter your 12-digit control number (on your proxy form).
Enter the password: nexthydrogen2023 (case sensitive).
When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received.

If you are a registered shareholder and you want to appoint someone else (other than the Management nominees) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. You or your appointee must then register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

If you are a non-registered shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust in advance of the Meeting by emailing [email protected] the "Request for Control Number" form, which can be found here https://tsxtrust.com/resource/en/75.

Registered shareholders and proxyholders attending the meeting with their control number may ask questions during the meeting by typing in the chat box in the messaging screen available on the online platform. Questions sent via the online platform will be moderated prior to being sent to the Chair.

Guests can also listen to the Meeting by following the steps below:

Type in https://virtual-meetings.tsxtrust.com/en/1448/ on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.
Click on “ I am a Guest ”.

If you have any questions or require further information with regard to voting your Common Shares, please contact TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at [email protected].

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Corporation at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or

otherwise, in any matter to be acted upon except as disclosed in this Information Circular under the heading “ Matters to be Considered at the Meeting – Election of Directors ”.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights

The authorized share capital of the Corporation consists of an unlimited number of Common Shares without nominal or par value. As at the date of this Information Circular, 22,888,436 Common Shares are issued and outstanding. Each Common Share carries the right to one vote on any matter properly coming before the Meeting or any adjournment or postponement thereof.

Record Date

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof is April 17, 2023 (the “ Record Date ”).

The Corporation will prepare or cause to be prepared a list of the Shareholders recorded as holders of Common Shares on its register of Shareholders as of the close of business on the Record Date, each of whom shall be entitled to vote the Common Shares shown opposite their name on the list at the Meeting or any adjournment or postponement thereof, except to the extent that: (i) any such Shareholder has transferred ownership of any of their Common Shares subsequent to the Record Date; and (ii) the transferee produces properly endorsed share certificates evidencing the transfer or otherwise establishes that the transferee owns the transferred Common Shares and demands, not later than ten (10) days before the Meeting, that they be included on the list of Shareholders entitled to vote at the Meeting, in which case the transferee will be entitled to vote the transferred Common Shares at the Meeting or any adjournment or postponement thereof.

In addition, persons who are Beneficial Shareholders as of the Record Date will be entitled to exercise their voting rights in accordance with the procedures established under NI 54-101. See “Advice to Beneficial Shareholders”.

Principal Holders of Common Shares

To the knowledge of the directors and executive officers of the Corporation, no person or company beneficially owns, or controls or directs, directly or indirectly, 10% or more of the issued and outstanding Common Shares as at the date of this Information Circular, except as follows:

Shareholder Name	Number of Shares	Percentage of Common Shares Beneficially owned, or Controlled or directed, Directly or Indirectly
Allan Mackenzie	3,820,252(1)	16.67%

Note:

(1) Mr. Mackenzie owns 303,800 shares directly (1.33%) and 3,516,452 shares through Disruptive Ventures Inc. (15.36%).

Quorum

Under the articles of the Corporation (the “ Articles ”), the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

MATTERS TO BE ACTED UPON AT THE MEETING

To the knowledge of the board of directors of the Corporation (the “ Board ”), the only matters to be brought before the Meeting are those matters set forth in the Notice of Meeting.

1. Financial Statements

At the Meeting, the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2022, together with the notes thereto and the auditors’ report thereon (the “ Financial Statements ”), will be presented. Shareholder approval of the Financial Statements is not required and no formal action will be taken at the Meeting to approve the Financial Statements.

In accordance with applicable laws, the Financial Statements have been delivered to Beneficial Shareholders who have requested copies of the Corporation’s annual financial statements and to registered Shareholders who have not informed the Corporation in writing that they do not wish to receive copies of annual financial statements of the Corporation. The Financial Statements are available on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com under the Corporation’s profile.

2. Fixing Number of Directors to be Elected at the Meeting

At the Meeting, it will be proposed that eight (8) directors be elected to hold office for the next ensuing year, subject to the provisions of the Articles of the Corporation relating to subsequent appointments by the Board. Management therefore intends to place before the Meeting, for approval, with or without modification, a resolution fixing the number of directors to be elected until the next annual meeting of Shareholders, subject to the Articles of the Corporation relating to subsequent appointments by the Board, at eight (8) members.

The foregoing ordinary resolution must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy. The Board believes the passing of the above resolution is in the best interests of the Corporation and recommends that the Shareholders vote IN FAVOUR of the resolution. Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies in favour of the ordinary resolution fixing the number of directors to be elected at the Meeting at eight (8).

3. Election of Directors

The Corporation currently has eight (8) directors, all of whom are being nominated for re-election. At the Meeting, Shareholders will be asked to elect the eight (8) nominees set forth in the table below as directors of the Corporation, to hold office until the next annual general meeting of Shareholders or until their successors are duly elected or appointed. Each of the nominees elected as a director of the Corporation will hold office until the next annual general meeting of Shareholders or until his/her successor is duly elected or appointed or his or her office is vacated earlier in accordance with the Articles and the provisions of the Business Corporations Act (British Columbia).

Each director nominee will be elected on an individual basis and not as a member of a slate. Management does not contemplate that any of such nominees will be unable to serve as directors.

The following is a brief description of the nominees, including the name and province or state and country of residence of each of the nominees, the date each first became a director of the Corporation, their principal occupation during the past five (5) years and the number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by each of the foregoing as of the date of this Information Circular.

The Board believes the election of the below named nominees as directors of the Corporation is in the best interests of the Corporation, and recommends that the Shareholders vote IN FAVOUR of electing the nominees. Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies in favour of the election of the nominees set forth in the table below as directors of the Corporation.

Name and Municipality of Residence Raveel Afzaal(2) Ontario, Canada Walter Howard(5)(6) Connecticut, USA Matthew Fairlie, Ontario, Canada Allan Mackenzie(3)(5) Alberta, Canada Jens Peter Clausen Nevada, USA Michael Pyle(4)(6) Manitoba, Canada Susan Uthayakumar(4)(5) Florida, USA Anthony Guglielmin(4)(6) Vancouver, Canada	Director Since March 16, 2021 October 9, 2018 May 7, 2018 May 7, 2018 March 16, 2021 June 24, 2021 June 24, 2021 June 24, 2021	Principal Occupation for Past Five Years CEO, Next Hydrogen Former CEO and Current Director, Next Hydrogen Former CEO and Current Director, Next Hydrogen Owner, Disruptive Ventures Inc. VP of Engineering- Data Center Advanced Technology Innovation at Google CEO and Director of the Exchange Income Corporation Chief Sustainability Officer of Prologis Senior Vice President and Chief Financial Officer of Ballard Power Systems (retired 2021)	Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly(1)
			81,874 240,845 94,036 3,820,252 Nil Nil Nil 10,000

Notes:

(1) Information respecting the number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, as at the date of this Information Circular has been furnished to the Corporation by the above named individuals, on an undiluted basis.

(2) Raveel Afzaal has acted as Chief Executive Officer of the Corporation since February 1, 2021 and has worked with the Corporation since October 1, 2020.

(3) Mr. Mackenzie owns 303,800 shares directly (1.33%) and 3,516,452 shares through Disruptive Ventures Inc. (15.36%).

(4) Member of the Audit Committee.

(5) Member of the Compensation Committee.

(6) Member of the Governance and Nominating Committee.

Raveel Afzaal, Chief Executive Officer, President and Director, Age 40

Mr. Afzaal brings deep capital markets expertise through a distinguished career in equity research over the past decade with a focus on Sustainability and Industrial Technologies. Prior to joining Next Hydrogen, he was an equity research analyst covering the Canadian Sustainability and Special Situations verticals for Canaccord Genuity. During his equity research career, Mr. Afzaal was ranked in Brendan Wood surveys based on Buy Side nominations as well as by Thomson Reuters for estimates accuracy. Prior to joining equity research, Mr. Afzaal worked in venture capital with XPV Capital. He graduated with a Bachelor of Mathematics and a Bachelor of Arts (Economics) from the University of Waterloo. He is also a CFA charter holder.

Walter Howard, Director, Age 71

Mr. Howard brings extensive experience in operations, business development, finance, and M&A in the utility industry. He has held CEO, EVP and SVP positions with innovators in related syngas, wind energy, and cogeneration firms including Westinghouse Plasma Corp, Zegen, Noble Environmental Power (developer/owner of 486 wind turbines), General Electric Capital, and US Generating, as well as the water industry. Mr. Howard’s career spans more than 35 years of successfully executed technology development and implementation, project development and execution, and project finance. His projects have won multiple industry awards. He holds a Master’s degree in Engineering from Cornell University and an MBA from Harvard University.

Matthew Fairlie , Director, Age 68

Mr. Fairlie is the former CTO and Executive VP of Stuart Energy Systems where he pioneered new concepts in water electrolyzer systems. He is also a former Vice Chair of the National Hydrogen Association in Washington, the former Chairman of the Hydrogen Business Council of Canada and is a Director of the California Hydrogen Business Council. Mr. Fairlie holds an MSc in Physics from the University of Toronto and a DBA from Queens Business School in Kingston, Ontario.

Allan MacKenzie , Director, Age 59

Mr. MacKenzie is a private equity investor with more than 25 years experience of leading private equity and venture capital investments in energy, Internet, and Environmental, Social and Governance (“ ESG ”) companies. Previously a partner in Octane Venture Partners, an energy technology fund, he now exclusively invests on his own account through his personal investment vehicle Disruptive Ventures. Mr. MacKenzie is presently the Chair of MetOx a high temperature superconducting wire manufacturer and Chair of Optessa which is the leading scheduling platform for the automotive industry. Mr. MacKenzie was formerly the CFO of Quack.com which raised $4.5 million and was purchased 18 months later for $200 million by AOL. He holds degrees in Economics and Engineering from Stanford University and an MBA from Ivey Business school.

Michael Pyle , Director, Age 58

Mr. Pyle is the Chief Executive Officer of Exchange Income Corporation, a diversified, acquisition-oriented corporation focused on opportunities in aerospace, aviation services and equipment, and manufacturing. Mr. Pyle holds a Bachelor of Arts degree (Economics) and an MBA (Finance) from the University of Manitoba and served in positions of increasing seniority culminating as President of The Arctic Glacier Income Fund (and its predecessor, The Arctic Group Inc.) from 1998 to 2002. Mr. Pyle is currently the Vice Chair of the Board of Directors of CentrePort Canada Inc. and the Business Council of Manitoba and is the Chair of the Board of Directors of the Winnipeg Blue Bombers Football Club. Mr. Pyle has been a member of the ICD since 2017.

Jens Peter Clausen , Director, Age 51

Mr. Clausen has held executive roles in manufacturing, engineering, and technology development at LEGO Group, Tesla, and Zymergen. Currently he is VP of Engineering – Data Center Advanced Technology Innovation at Google where he leads global technology, product, and process innovation for Google Data Centers globally. Over the span of his career, he has led large operations teams in Hungary, Mexico, and the United States. His career highlights include co-creating the manufacturing network strategy at LEGO, building manufacturing capabilities at Tesla’s Gigafactory 1 from the ground up, leading powertrain manufacturing for model S, X and 3 at Tesla, and creating advanced materials based on genetically engineered microbiology at Zymergen. Mr. Clausen holds a bachelor’s degree in industrial engineering with a diploma in leadership from Aarhus University and a master’s degree within management of innovation and technology from Aalborg University.

Susan Uthayakumar , Director, Age 51

Ms. Uthayakumar is a business executive with almost 25 years of experience in finance and executive management, who currently serves as Chief Sustainability and Energy Officer of Prologis. She was previously with Schneider

Electric, an energy technology company, for 15 years, serving most recently as President of Schneider Electric Canada, with overall responsibility for Canadian operations. She began her career as a CA with Deloitte, where she held positions of increasing responsibilities before joining McCain, where she executed global growth strategies and acquisitions across North America, Europe and Asia. Ms. Uthayakumar is a CA and CPA and has an Executive MBA from the Kellogg School of Management as well as a Bachelor of Arts and a Master of Accounting from the University of Waterloo.

Anthony Guglielmin , Director, Age 65

Mr. Guglielmin is a seasoned executive and corporate director, having recently retired as SVP and Chief Financial Officer of Ballard Power Systems, a global leader in clean energy fuel cell products and solutions, having originally joined Ballard in June 2010. Mr. Guglielmin holds a BA in Economics and Political Science and an MBA from McGill University. He also holds the Chartered Financial Analyst designation and is a member of the Financial Executives Institute. He serves on the Board of Westport Fuel Systems, Information Services Corporation, as well as a number of private and not-for-profit organizations.

Key Areas of Expertise	Raveel Afzaal	Walter Howard	Matthew Fairlie	Allan Mackenzie	Michael Pyle	Jens Peter Clausen	Susan Uthayakumar	Anthony Guglielmin
Accounting/ Audit / Financial Expertise
Capital Markets
C-Suite Leadership
Digital, Technology and Information Security
Engineering Experience
Global Experience
Governance/ Board
Mergers and Acquisitions
Manufacturing Experience
Marketing/ Sales / Brand Management
Regulatory and Legal
Relevant Industry Experience
Risk Management
Strategic Planning and Execution
Sustainability/ ESG
Talent Management and Compensation
Expert Proficient Some Expertise

Cease Trade Orders

To the knowledge of the Corporation, no proposed director of the Corporation (nor any personal holding company of any of such persons) is, as at the date of this Information Circular, or has been within ten (10) years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation), that: (i) was subject to a cease trade order (including a management 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, in each case that was in effect for a period of more than thirty (30) consecutive days (collectively, an “ Order ”), that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Bankruptcies

To the knowledge of the Corporation, other than Allan Mackenzie, who acted as director of Shaughnessy Health, which made a voluntary assignment for the benefit of its creditors under section 49 of the Bankruptcy and Insolvency Act (Canada), no proposed director of the Corporation (nor any personal holding company of any of such persons): (i) is, as at the date of this Information Circular, or has been within ten (10) years before the date of this Information Circular, 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; or (ii) has, within the ten (10) years before the date of this Information Circular, 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.

Penalties and Sanctions

To the knowledge of the Corporation, no proposed director of the Corporation (nor any personal holding company of any of such persons) 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 investor in deciding whether to vote for a proposed director.

4. Appointment of Auditors

Management of the Corporation intends to nominate KPMG LLP (“ KPMG ”), Chartered Professional Accountants, of Toronto, Ontario, for appointment as the auditors of the Corporation, to hold office for the ensuing year until the close of the next annual general meeting of Shareholders or until KPMG is removed from office or resigns, at a remuneration to be fixed by the Board.

At the Meeting, shareholders will be asked to pass an ordinary resolution appointing KPMG to serve as auditors of the Corporation to hold office until the close of the next annual meeting of shareholders or until such firm is removed from office or resigns as provided by law, at a remuneration to be fixed by the Board.

The Board believes the appointment of KPMG as auditors of the Corporation is in the best interests of the Corporation and recommends that the Shareholders vote IN FAVOUR of appointing KPMG as the auditors of the Corporation. Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies in favour of the appointment of KPMG as auditors of the Corporation.

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5. Other Business

Management is not aware of any other matters to come before the Meeting, other than those set out in the Notice of Meeting. If other matters come before the Meeting, it is the intention of the management designees named in the Instrument of Proxy to vote the same in accordance with their best judgment in such matters .

EXECUTIVE COMPENSATION

Oversight and Description of Director and Named Executive Officer Compensation

Compensation Objectives and Process

The Board is responsible for setting the overall compensation strategy of the Corporation and administering the Corporation’s executive compensation program with input from the chief executive office (the “ CEO ”) of the Corporation in respect of all executive officers, other than the CEO. The Corporation’s executive compensation program is available to the “ Named Executive Officers ” or “ NEOs ” of the Corporation which is defined by applicable securities legislation to mean each of the following individuals, namely: (a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as CEO, including an individual performing functions similar to a chief executive officer; (b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer (the “ CFO ”), including an individual performing functions similar to a chief financial officer; (c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with Form 51-102F6V – Statement Of Executive Compensation – Venture Issuers for that financial year; and (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the company, and was not acting in a similar capacity, at the end of that financial year.

Executive officer compensation is determined by the Board, based in part on recommendations from the CEO. The Board recognizes the need to provide a compensation package that will attract and retain qualified and experienced executives, as well as align the compensation level of each executive to that executive’s level of responsibility.

The Board believes that Next Hydrogen’s compensation plan is consistent with the companies it competes with for talent. The objectives of Next Hydrogen’s compensation policies and practices include the following:

attracting and retaining highly-qualified individuals;
creating among directors, officers, consultants and employees, a corporate environment which will align their interests with those of the Shareholders; and
ensuring competitive compensation that is also affordable for Next Hydrogen.

The objectives and reasons for this system of compensation are to allow Next Hydrogen to remain competitive compared to its peers in attracting experienced personnel. The salaries are set on the basis of a review and comparison of salaries paid to executives at similar companies.

Grants of Options are designed to reward directors and officers for success on a similar basis as the Shareholders, although the level of reward provided by a particular Option grant is dependent upon the volatile stock market.

Any bonuses paid are allocated on an individual basis and are based on review by the Board of the work planned during the year and the work achieved during the year, administration, financing, shareholder relations and overall performance. The bonuses are paid to reward work done above the base level of expectations set by the base salary, wages or contractor payments.

Risks of Compensation Policies and Practices

As an alternative energy company, Next Hydrogen remains at risk of losing qualified personnel to companies with

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greater financial resources and it attempts to mitigate this risk wherever possible through appropriately written contracts.

The Corporation’s compensation program is designed to provide directors and executive officers incentives for the achievement of near-term and long-term objectives, without motivating them to take unnecessary risk. As part of its review and discussion of executive compensation, the Board noted the following facts that discourage the Corporation’s executives from taking unnecessary or excessive risk: (i) the Corporation’s business strategy and related compensation philosophy; and (ii) the effective balance, in each case, between near-term and long-term focus, corporate and individual performance, and financial and non-financial performance.

Based on this review, the Board believes that the Corporation’s total executive compensation program does not encourage executive officers to take unnecessary or excessive risk.

Financial Instruments

The Corporation has not implemented any policies, which restrict its executive officers and directors from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the executive officer or director.

Elements of Compensation

The compensation program is designed to provide competitive levels of compensation. Next Hydrogen recognizes the need to provide a total compensation package that will attract and retain qualified and experienced executives as well as align the compensation level of each executive to that executive’s level of responsibility. In general, Next Hydrogen’s directors and officers may receive compensation that comprises three components:

base salary, wages or contractor payments;
incentive bonuses; and
Option grants.

Base Salaries

The objectives of the base salary are to provide compensation in accord with market value, and to acknowledge the competencies and skills of individuals. The base salary paid to NEOs is reviewed annually by the board of Next Hydrogen as part of the annual review of executive officers (and such practice will be continued by the Board). The decision whether to grant an increase to the executive’s base salary and the amount of any such increase will be in the sole discretion of the Board.

Incentive Bonuses

Incentive bonuses in the form of cash payments are designed to add a variable component of compensation, based on corporate and individual performances for executive officers and employees.

Stock Options and DSUs

With respect to the granting of stock options (“ Options ”) to purchase Common Shares of the Corporation and deferred share units of the Corporation (“ DSUs ”) pursuant to the Corporation’s Equity Incentive Plan, the CEO of the Corporation recommends to the Board the individual equity incentive awards for each executive officer and director. The Board considers these recommendations when making final decisions on compensation for those executive officers and directors. The Board relies on advice from external consultants and market reports to determine the appropriateness of awards under the Equity Incentive Plan. Options and DSUs under the Equity Incentive Plan are awarded to executive officers and directors by the Board based upon the level of responsibility and contribution of the

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individuals towards the Corporation’s goals and objectives. Previous grants of Options to a particular individual are taken into account when considering future grants of Options and DSUs to that particular individual.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table is a summary of compensation paid during the years ended December 31, 2021 and December 31, 2022 to the Corporation’s Named Executive Officers in connection with their employment as officers of the Corporation and to the directors of the Corporation.

Name and position Raveel Afzaal, CEO, President and Director Kasia Malz3, Chief Financial Officer Rohan Advani3, Chief Financial Officer Michael Stemp, Chief Technology Officer Jim Hinatsu, Chief Operating Officer Matthew Fairlie, Director Walter Howard, Director Allan Mackenzie, Director Jens Peter Clausen, Director Michael Pyle, Director	Year 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022	Salary, consulting fee, retainer or commission ($) $175,000 $215,247 $150,000 $222,679 N/A $8,654 $200,000 $221,117 $200,000 $221,117 $100,000 $94,000 $31,242 $25,000 $NIL $NIL $NIL $NIL $NIL $25,000	Bonus ($) $80,383 $21,600 $50,000 $NIL N/A $NIL $20,580 $21,593 $25,080 $21,593 $NIL $NIL $NIL $NIL $NIL $NIL $NIL $NIL $NIL $NIL	Value of perquisites ($)1 $480,631 $NIL $95,7554 $96,5004 N/A $136,200 $94,069 $193,000 $94,069 $193,000 $NIL $25,000 $24,039 $25,000 $24,039 $50,000 $1,020,1232 $50,000 $460,4862 $25,000	Value of all other compensation ($) $NIL $10,231 $NIL $1,181 N/A $NIL $NIL $1,875 $NIL $NIL $NIL $NIL $NIL $748 $NIL $NIL $NIL $NIL $NIL $NIL	Total compensation ($)
						$736,014 $225,478 $295,755 $320,360 N/A $144,854 $314,649 $415,992 $319,149 $414,117 $100,000 $119,000 $55,281 $50,748 $24,039 $50,000 $1,020,123 $50,000 $460,486 $50,000

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Name and position Susan Uthayakumar, Director Anthony Guglielmin, Director	Year 2021 2022 2021 2022	Salary, consulting fee, retainer or commission ($) $NIL $25,000 $NIL $25,000	Bonus ($) $NIL $NIL $NIL $NIL	Value of perquisites ($)1 $618,6002 $25,000 $618,6002 $25,000	Value of all other compensation ($) $NIL $NIL $NIL $NIL	Total compensation ($)
						$618,600 $50,000 $618,600 $50,000

Notes:

(1) Includes DSUs and stock options issued during the years ended December 31, 2021 and 2022, respectively. Stock options were valued using Black-Scholes option pricing.

(2) The Black-Scholes option pricing model may not accurately reflect fair value as options granted at higher exercise prices result in a significantly higher valuation than those granted at a lower exercise price.

(3) Kasia Malz was replaced by Rohan Advani as Chief Financial Officer on December 12, 2022.

(4) These stock options were canceled on January 2, 2023.

Stock Options and Other Compensation Securities

The following table provides information regarding all compensation securities granted or issued to each Named Executive Officer and director of the Corporation for the most recently completed financial year-end of December 31, 2022.

Name and position Raveel Afzaal, CEO, President and Director Kasia Malz, Chief Financial Officer Rohan Advani, Chief Financial Officer Michael Stemp, Chief Technology Officer Jim Hinatsu, Chief Operating Officer	Type of compens ation security N/A Options Options Options Options	Number of compensation securities, number of underlying securities and percentage of class NIL 50,000(1) (0.2%) 200,000(1) (0.9%) 100,000(1) (0.4%) 100,000(1) (0.4%)	Date of issue or grant N/A January 1, 2022 December 12, 2022 January 1, 2022 January 1, 2022	Issue, conversion or exercise price ($) N/A $3.44 $1.33 $3.44 $3.44	Closing price of security or underlying security on date of grant ($) N/A $3.44 $1.33 $3.44 $3.44	Closing price of security or underlying security at year end ($) N/A $1.25 $1.25 $1.25 $1.25	Expiry Date
							N/A January 1, 2027(2) December 12, 2027 January 1, 2027 January 1, 2027

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Name and position Matthew Fairlie, Executive Vice Chair and Director Walter Howard, Director Allan Mackenzie, Director Jens Peter Clausen, Director Michael Pyle, Director Susan Uthayakumar, Director Anthony Guglielmin, Director	Type of compens ation security DSUs DSUs DSUs DSUs DSUs DSUs DSUs	Number of compensation securities, number of underlying securities and percentage of class 15,032(2) (0.01%) 15,032(2) (0.01%) 30,064(2) (0.01%) 30,064(2) (0.01%) 15,032(2) (0.01%) 15,032(2) (0.01%) 15,032(2) (0.01%)	Date of issue or grant July 4, 2022 July 4, 2022 July 4, 2022 July 4, 2022 July 4, 2022 July 4, 2022 July 4, 2022	Issue, conversion or exercise price ($) $1.66 $1.66 $1.66 $1.66 $1.66 $1.66 $1.66	Closing price of security or underlying security on date of grant ($) $1.65 $1.65 $1.65 $1.65 $1.65 $1.65 $1.65	Closing price of security or underlying security at year end ($) $1.25 $1.25 $1.25 $1.25 $1.25 $1.25 $1.25	Expiry Date
							N/A N/A N/A N/A N/A N/A N/A

Notes:

(1) These options vest on an annual basis, equally, over four years.

(2) These options were canceled on January 2, 2023.

(3) These DSUs vest over one year.

Stock Option Plans and Other Incentive Plans

On June 21, 2022, shareholders approved the Equity Incentive Plan. The Corporation has no other incentive plans other than the Equity Incentive Plan. The Equity Incentive Plan is administered by the Board and all decisions and implementations of the Board respecting the Equity Incentive Plan or securities granted thereunder shall be conclusive and binding on the Corporation and on the grantees. The Board may, at any time and from time to time, grant securities under the Equity Incentive Plan on terms and conditions to be determined by the Board from time to time, subject to the conditions contained in the Equity Incentive Plan.

The following is a summary of the Equity Incentive Plan.

Under the Equity Incentive Plan, the Corporation can grant Options and Deferred Share Units (collectively, “ Award ”) to eligible participants.
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All directors, employees and consultants are eligible to participate in the Equity Incentive Plan. Participation in the Equity Incentive Plan is voluntary and eligibility to participate does not confer upon any director, employee or consultant any right to receive any grant of an Award pursuant to the Equity Incentive Plan.
The aggregate number of Common Shares reserved for issuance pursuant to Awards granted under the Equity Incentive Plan cannot exceed twenty percent (20%) of the Corporation’s total issued and outstanding Shares as of the date of approval of the Equity Incentive Plan.

As of December 31, 2022, the Corporation had 3,311,626 Options outstanding, which represents 14.5% of outstanding Common Shares and 135,288 DSUs outstanding, which represents 0.6% of outstanding Common Shares. The aggregate number of Shares reserved for issuance pursuant to Awards granted under the Equity Incentive Plan is 4,577,687.

Employment, Consulting and Management Agreements

Next Hydrogen has entered into the following employment or consulting contracts with its NEOs and directors as of the date of this Information Circular:

Raveel Afzaal – CEO, President and Director

Mr. Afzaal provides his services to Next Hydrogen in accordance with the terms of an employment agreement dated October 1, 2020. Mr. Afzaal is paid an annual base salary of $225,000, which is payable in accordance with Next Hydrogen’s practices and procedures. In addition to the base salary, Mr. Afzaal is entitled to participate in the performance bonus program of Next Hydrogen and is also entitled to be granted stock options on a discretionary basis. Next Hydrogen may terminate Mr. Afzaal without cause provided that Mr. Afzaal is provided with: (a) the amount of earned but unpaid base salary up to and including the date of termination; (b) any accrued but unused vacation pay; (c) any properly incurred expenses prior to the date of termination; and (d) the necessary termination notice (or termination pay) deliverable pursuant to the Employment Standards Act (Ontario).

Rohan Advani – Chief Financial Officer

Mr. Advani provides his services to Next Hydrogen in accordance with the terms of an employment agreement dated October 28, 2022. Pursuant to the terms of Mr. Advani’s employment agreement, he is paid an annual base salary of $225,000, which is payable in accordance with Next Hydrogen’s practices and procedures. In addition to the base salary, Mr. Advani is entitled to participate in the performance bonus program of Next Hydrogen and is also entitled to be granted stock options on a discretionary basis. Next Hydrogen may terminate Mr. Advani without cause provided that Mr. Advani is provided with: (a) the amount of earned but unpaid base salary up to and including the date of termination; (b) any accrued but unused vacation pay; (c) any properly incurred expenses prior to the date of termination; and (d) the necessary termination notice (or termination pay) deliverable pursuant to the Employment Standards Act (Ontario).

Michael Stemp – Chief Technology Officer

Mr. Stemp provides his services to Next Hydrogen in accordance with the terms of an employment agreement dated November 16, 2020. Pursuant to the terms of Mr. Stemp’s employment agreement, he is paid an annual base salary of $250,000, which is payable in accordance with Next Hydrogen’s practices and procedures. In addition to the base salary, Mr. Stemp is entitled to participate in the performance bonus program of Next Hydrogen and is also entitled to be granted stock options on a discretionary basis. Next Hydrogen may terminate Mr. Stemp without cause provided that Mr. Stemp is provided with: (a) four weeks additional notice or pay in lieu of notice should the termination occur within the first two years of employment; and (b) for every completed year of service thereafter, four weeks for each additional year of employment for a maximum of 52 weeks. Mr. Stemp has been employed with Next Hydrogen since incorporation.

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Jim Hinatsu – Chief Operating Officer

Mr. Hinatsu provides his services to Next Hydrogen in accordance with the terms of an employment agreement dated December 21, 2020. Pursuant to the terms of Mr. Hinatsu’s employment agreement, he is paid an annual base salary of $250,000, which is payable in accordance with Next Hydrogen’s practices and procedures. In addition to the base salary, Mr. Hinatsu is entitled to participate in the performance bonus program of Next Hydrogen and is also entitled to be granted stock options on a discretionary basis. Next Hydrogen may terminate Mr. Hinatsu without cause provided that Mr. Hinatsu is provided with: (a) four weeks additional notice or pay in lieu of notice should the termination occur within the first two years of employment; and (b) for every completed year of service thereafter, four weeks for each additional year of employment for a maximum of 52 weeks. Mr. Hinatsu has been employed with Next Hydrogen since incorporation.

Estimated Incremental Payments

The following table sets forth the estimated incremental payments and benefits that would be received by the Named Executive Officers following a “change of control” or termination without cause of the Corporation, had such event occurred on December 31, 2022.

Name and position Raveel Afzaal, CEO and President Rohan Advani, CFO Michael Stemp, Chief Technology Officer Jim Hinatsu, Chief Operating Officer	Employment Agreements ($) $12,981 $NIL $19,231 $19,231	Equity Incentive Plan1 ($) $135,000 $NIL $NIL $NIL	Total ($)
			$147,981 $NIL $19,231 $19,231

Note:

(1) Represents the in-the-money value of vested stock options as of December 31, 2022, including any accelerated vesting provisions that would be triggered as a result of termination.

Oversight and Description of Director and Named Executive Officer Compensation

The compensation committee (the “ Compensation Committee ”) reviews directors’ compensation once a year, taking into consideration the compensation paid to directors of comparable publicly traded Canadian companies. The Compensation Committee also decides the compensation of the Corporation’s officers based on industry standards and the Corporation’s financial situation. In addition, the Compensation Committee assists the Board in its oversight of executive and director compensation, including with respect to: (i) reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO’s performance in light of these goals and objectives and, either as a committee or together with other independent directors, determining and approving the CEO’s compensation level based on such evaluation; (ii) recommending to the Board non-CEO compensation, incentivebased plans, equity-based plans and policies relating to the determination and payment of bonuses, if any; (iii) reviewing compensation disclosure in public documents, and producing the Compensation Committee’s annual report on executive compensation, in accordance with applicable rules and regulations; and (iv) performing any other activities consistent with the mandate of the Compensation Committee.

The following are the members of the Compensation Committee: Susan Uthayakumar (Chair), Allan MacKenzie, and Walter Howard.

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Pension Disclosure

The Corporation does not have a pension plan or any other plan that provides for payments or benefits at, following or in connection with retirement and is not currently providing a pension to any directors of the Corporation or Named Executive Officers. The Corporation does not have a deferred compensation plan.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the Corporation’s equity compensation plans under which equity securities are authorized for issuance as at December 31, 2022, the end of the most recently completed financial year.

Plan Category Equity compensation plans approved by securityholders	Number of Securities to be Issued Upon Exercise of Outstanding Options and DSUs 3,446,914	Weighted-Average Exercise Price of Outstanding Options and DSUs $2.79	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
			1,130,773

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Other than as set forth below, no director, proposed nominee for election as a director, executive officer, employee or former executive officer, director or employee of Next Hydrogen, or any associate of any such director, officer or employee is, or has been at any time since the beginning of the most recently completed financial year of Next Hydrogen, indebted to Next Hydrogen, nor, at any time since the beginning of the most recently completed financial year of Next Hydrogen has, any indebtedness of any such person been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Next Hydrogen.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS
Name and Principal Position	Involvement of Corporation or Subsidiary	Largest Amount Outstanding During the year ended December 31, 2022	Amount Outstanding as of the date hereof	Financially Assisted Securities Purchases During year ended December 31, 2022	Security for Indebtedness	Amount Forgiven During year ended December 31, 2022
Michael Stemp CTO	The Corporation loaned $62,662 to Mr. Stemp in connection with taxes paid on his behalf.	$62,662	$59,046	Nil	Nil	Nil
Walter Howard Director	The Corporation loaned $36,335 to Mr. Howard in connection with taxes paid on his behalf.	$36,335	$11,335	Nil	Nil	Nil
Raveel Afzaal President, CEO and Director	The Corporation loaned $33,951 to Mr. Afzaal in connection with taxes paid on his behalf.	$33,951	$31,992	Nil	Nil	Nil

Michael Stemp and Raveel Afzaal are on a plan to pay a portion of their loans down through each paycheck. The loan balance should be cleared in 4 years through this process.

Walter Howard’s balance should be cleared off by Q3 2023.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth herein, the Corporation is not aware of any material interest, direct or indirect, of any “informed person” of the Corporation, any proposed director of the Corporation or any associate or affiliate, of any of the foregoing in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the company or any of its subsidiaries.

For the purposes of the above, “informed person” means: (i) a director or executive officer of the Corporation; (ii) a director or executive officer of a company that is itself an informed person or subsidiary of the Corporation; (iii) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both carrying more than ten per cent (10%) of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution; and (iv) the Corporation, after having purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

There are potential conflicts of interest to which all of the directors and officers of the Corporation may be subject in connection with the operations of the Corporation. All of the directors and officers are engaged in and will continue to be engaged in corporations or businesses, including publicly traded corporations, which may be in competition with the business of the Corporation. Accordingly, situations may arise where all of the directors and officers will be in direct competition with the Corporation. Conflicts, if any, will be subject to the procedures and remedies as provided under the Business Corporations Act (British Columbia).

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APPOINTMENT OF AUDITOR

Except where authorization to vote with respect to the appointment of auditors is withheld, the persons named in the accompanying form of proxy intend to vote in favour of the appointment of KPMG LLP, Chartered Professional Accountants, as the auditors of the Corporation until the next annual meeting of shareholders. KPMG LLP was appointed auditor of the Corporation effective May 10, 2022 as approved by the shareholders of the Corporation.

MANAGEMENT CONTRACTS

The Corporation has no management contracts or other arrangement in place where management functions are performed by a person or company other than the directors or executive officers of the Corporation.

CORPORATE GOVERNANCE DISCLOSURE

General

National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”) requires the Corporation to disclose information about its corporate governance practices that they have adopted. This disclosure must be made in accordance with the corporate governance guidelines contained in National Policy 58-201 Corporate Governance Guidelines (“ NI 58-201 ”). NI 58-201 provides guidance on corporate governance practices. Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making.

The following information is provided in accordance with Form 58-101F2 – Corporate Governance Disclosure (Venture Issuers) under NI 58-101.

Board of Directors

The Board, which is responsible for supervising the management of the business and affairs of the Corporation, is currently comprised of eight (8) directors. Following the Meeting, it is anticipated that there will be eight (8) directors; of which five (5) are independent, as such term is defined in NI 58-101 and National Instrument 52-110 Audit Committees (“ NI 52-110 ”). Raveel Afzaal is not independent by virtue of being a member of the Corporation’s management. Walter Howard and Matthew Fairlie are not be considered to be independent, as they have served as Chief Executive Officer and Executive Vice Chair, respectively, of Next Hydrogen for a period of time during the last three years.

The Board has plenary power to manage and supervise the management of the business and affairs of the Corporation and to act in the best interest of the Corporation. The Board is responsible for the overall stewardship of the Corporation and approves all significant decisions that affect the Corporation before they are implemented. The Board also considers their implementation and reviews the results.

Directorships

Certain of the Corporation’s directors or nominee directors are currently directors or have served as directors of reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name Allan MacKenzie	Name and Jurisdiction of Reporting Issuer Return on Innovation Fund Inc.	Name of Trading Market(s) N/A	From September 2004	To
				October 2020

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Name Michael Pyle Anthony Guglielmin Anthony Guglielmin	Name and Jurisdiction of Reporting Issuer Exchange Income Corporation Information Services Corp. Westport Fuel Systems Inc.	Name of Trading Market(s) TSX TSX TSX/NASDAQ	From December 2002 July 2013 January 2021	To
				Present Present Present

Orientation and Continuing Education of Board Members

The Corporation currently does not have any formal orientation or continuing education programs in place for new directors, however the Corporation expects to provide such orientation on an informal basis. The Board will review this process at its discretion. Directors are encouraged to visit the Corporation’s facilities, to interact with management and employees and to stay abreast of industry developments and the evolving business of the Corporation.

Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual directors pursuant to corporate legislation and the common law, and the conflict of interest provisions under corporate legislation which restricts an individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation. Further, the Board has adopted a Code of Business Conduct & Ethics which provides a general statement of the Corporation’s expectations regarding the ethical standards that each director, officer, and employee should adhere to while acting on behalf of the Corporation. The Board also encourages and promotes a culture of ethical business conduct by appointing directors who demonstrate integrity and high ethical standards in their business dealings and personal affairs.

Nomination of Directors

The corporate governance and nominating committee (the “ Governance and Nominating Committee ”) is responsible for establishing sound corporate governance practices that are in the interest of shareholders and contribute to effective and efficient decision-making and filling vacancies on the Board and recommending potential nominees for directors. The Governance and Nominating Committee analyzes the needs of the Board when vacancies arise and identify and propose new nominees who have the necessary competencies and characteristics to meet those needs. In order to foster an objective nomination process, the independent members of the Board will be encouraged to recommend nominees for the Board. In addition, the Governance and Nominating Committee is expected to have responsibilities for, amongst other things, monitoring and ensuring board independence, establishing procedures for Board meetings to ensure that board members possess an appropriate balance of skills and areas of expertise needed to effectively govern the Corporation’s affairs, establishing position descriptions for the key members of the Board and senior management and overseeing the Board’s diversity, renewal, orientation and continuing education.

The following are the members of the Governance and Nominating Committee: Michael Pyle (Chair), Walter Howard and Anthony Guglielmin.

Compensation

The Compensation Committee reviews directors’ compensation once a year, taking into consideration the compensation paid to directors of comparable publicly traded Canadian companies. The Compensation Committee also decides the compensation of the Corporation’s officers based on industry standards and the Corporation’s financial situation. In addition, the Compensation Committee assists the Board in its oversight of executive and director compensation, including with respect to: (i) reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO’s performance in light of these goals and objectives and, either as a

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committee or together with other independent directors, determining and approving the CEO’s compensation level based on such evaluation; (ii) recommending to the Board non-CEO compensation, incentive-based plans, equitybased plans and policies relating to the determination and payment of bonuses, if any; (iii) reviewing compensation disclosure in public documents, and producing the Compensation Committee’s annual report on executive compensation, in accordance with applicable rules and regulations; and (iv) performing any other activities consistent with the mandate of the Compensation Committee.

The following are the members of the Compensation Committee: Susan Uthayakumar (Chair), Allan MacKenzie, and Walter Howard.

Other Board Committees

The Board has no standing committees other than the Audit Committee (as hereafter defined), Compensation Committee and the Governance and Nominating Committee.

Assessment of Directors, the Board and Board Committees

The Board monitors the adequacy of information given to directors, the communications between the Board and management and the strategic direction and processes of the Board and its committees, to satisfy itself that the Board, its committees and its individual directors are performing effectively.

SOCIAL AND ENVIRONMENTAL POLICIES

ESG Vision

Next Hydrogen believes the significant technological innovations underway to generate, store and use green energy will drive a safer and cleaner future. The Corporation’s mission is to drive a step change reduction in clean hydrogen generation costs from renewable energy sources and enable wide-spread adoption of hydrogen solutions to decarbonize the global economy.

Next Hydrogen also believes that integrating sustainable business practices into their operations and culture is both consistent with their core values and critical to its long-term success.

ESG Project Overview

In support of these beliefs, Next Hydrogen is seeking to embed ESG principles and practices into the Corporation’s organizational structure and operations to:

support its business objectives;
meet the expectations of its stakeholders;
effectively communicate ESG and sustainability performance to investors; and
operate in a manner that is consistent with its position as a leader in the transition to a low-carbon economy.

In 2021, Next Hydrogen launched an ESG project to help them better understand, prioritize and address its most material industry and company specific ESG risks. The Corporation started by conducting a materiality assessment to identify and prioritize its most material industry and company specific ESG risks and then continued to identifying a set of material ESG topics based on desk analysis of disclosures made by peer companies, ESG rating firms’ assessment frameworks and ESG disclosure standards. This was followed by an internal consultation to ask for feedback on these topics from company executives, board members and key operations personnel.

These project phases are complete, and the Corporation is now designing and implementing its ESG strategy.

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ESG Initiatives and Commitments

Sustainable Products

Hydrogen production from green energy can dramatically reduce carbon footprints while enhancing reliability of supply. Water electrolysis is the only means to produce green hydrogen, and Next Hydrogen’s electrolysers were created to capture the entire output range of intermittent or fluctuating sources of electrical power, allowing for integration with renewable power generation.

Renewable Energy and Carbon Offsets

Next Hydrogen purchased Green-e® certified renewable energy certificates (RECs) to cover 100% of electricity used in their offices and manufacturing facilities for both 2021 and 2022.

The Corporation also offset its 2021 and 2022 CO2e emissions from natural gas use and employee travel. The offsets, which are certified by Green-e® Climate, meet the standards of the American Carbon Registry, the Climate Action Reserve, the Gold Standard or the Verified Carbon Standard.

ESG Policies

During 2021, Next Hydrogen developed policies to strengthen their ability to manage its most material ESG risks. The following policies remain active for 2022:

Code of Business Conduct and Ethics
Diversity Equity Inclusion and Belonging Policy
Health Safety and Environment Policy

Executive and Board Diversity

Next Hydrogen’s commitment to building and fostering a fair and inclusive workplace is reflected in the composition of its Board of Directors and executive team. The Corporation’s eight-person Board includes one woman (12.5%) and two racialized people (25%). In addition, three of Next Hydrogen’s senior executives are racialized (75%).

Suppliers

The Corporation seeks out vendors that offer products with a focus on sustainability. For example, the Corporation utilize a system that allows it to minimize the environmental impacts of its office supply purchases, and its cash balances are held in a “green” deposit account that funds loans for environmentally focused projects.

ESG Governance

Next Hydrogen had enhanced its oversight of ESG issues and since 2021:

the Board of Directors has formal responsibility for oversight of ESG matters;
the Board receives quarterly reports on ESG matters;
operational responsibility for ESG issues has been assigned to a senior member of the executive team and the Corporation has engaged an ESG advisory firm to assist in the development and execution of their ESG strategy; and
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the executive team and Board are exceptionally qualified to deliver on the company’s business and ESG objectives. They bring significant business and operational expertise in, among other areas, strategy, business development, project finance, capital markets, hydrogen technology development, R&D, engineering, operations and manufacturing.

AUDIT COMMITTEE

The Corporation is subject to NI 52-110, which prescribes certain requirements in relation to audit committees. The following information is provided in accordance with Form 52-110F2 – Disclosure by Venture Issuers under NI 52110.

Audit Committee Charter

The audit committee (the “ Audit Committee ”) is a committee of the Board established for the purpose of overseeing the accounting and financial reporting processes of the Corporation and annual external audits of the financial statements. The Audit Committee has formally set out its responsibilities and compensation requirements in fulfilling its oversight in relation to the Corporation’s internal accounting standards and practices, financial information, accounting systems and procedures. The Audit Committee Charter is set forth in Schedule “A” attached hereto.

Composition of the Audit Committee

The following individuals are the members of the Audit Committee: Anthony Guglielmin (Chair), Susan Uthayakumar and Michael Pyle. All Audit Committee members are financially literate and all members of the Audit Committee are independent.

Relevant Education and Experience

Collectively, the Audit Committee has the education and experience to fulfill the responsibilities outlined in the Audit Committee Charter. For more information on the relevant education and experience of Audit Committee members, please see “ Matters to be Acted Upon at the Meeting – Election of Directors ” in this Information Circular.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on an exemption from an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110F2 (securities regulatory authority exemption).

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services under the Audit Committee Charter of the Corporation, which is attached hereto as Schedule “A”.

External Auditor Service Fees

The aggregate fees paid by the Corporation to the external auditors of the Corporation for the last two financial years for audit fees are described below.

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Nature of Services Audit Fees (1) Audit Related Fees Tax Fees (3) All Other Fees (4) Total	Fees Billed by Auditor for the fiscalyear ended
	December 31, 2021 December 31, 2022 $85,600 $126,260 $58,350 $55,640 $14,713 $NIL $NIL $NIL $158,663 $181,900

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit reviews of Next Hydrogen’s consolidated financial statements. Audit Fees include aggregate fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes aggregate fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(3) “All Other Fees” include all other non-audit services, in the aggregate.

ADDITIONAL INFORMATION

Additional financial information is provided in the Corporation’s audited consolidated financial statements and management’s discussion and analysis for the financial year ended December 31, 2022.

Any request for these documents can be made by contacting the Chief Executive Officer of the Corporation at 6610 Edwards Blvd, Mississauga, Ontario, L5T 2V6. Information relating to the Corporation can also be obtained on SEDAR under the Corporation’s profile at www.sedar.com.

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SCHEDULE “A” AUDIT COMMITTEE CHARTER

(see attached)

AI assistant

Next Hydrogen Solutions Inc. — AGM Information 2023

47206_rns_2023-05-04_f848751c-d713-4521-90a0-0ca29fc88ee0.pdf

AND

MANAGEMENT INFORMATION CIRCULAR

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