Ximen Mining Corp. - Proxy Solicitation & Information Statement 2022

MANAGEMENT INFORMATION CIRCULAR

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ANAERGIA INC. TSX: ANRG

ANNUAL MEETING OF SHAREHOLDERS

May 5, 2022

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND

NOTICE OF AVAILABILITY OF PROXY MATERIALS

NOTICE IS HEREBY GIVEN that an Annual Meeting of the shareholders (the “ Meeting ”) of Anaergia Inc. (“ Anaergia ” or the “ Company ”) will be held on Friday, June 17, 2022 at 11:00 a.m. (Eastern time) by way of virtual-only meeting via live audio webcast at www.virtualshareholdermeeting.com/ANRG2022.

Meeting Business

The Meeting will be held for the following purposes:

to receive the annual consolidated financial statements of Anaergia for the fiscal year ended December 31, 2021, and the auditors’ report thereon;
to elect members of the Board of Directors of Anaergia (see “Business to be Transacted at the Meeting – Election of the Board of Directors”);
to re-appoint Anaergia’s auditors and to authorize the directors to fix the auditors’ compensation (see “Business to be Transacted at the Meeting – Appointment of the Auditors”); and
to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Record Date

You have the right to receive notice of and vote at the Meeting as set out in the accompanying Management Information Circular if you are an Anaergia shareholder as of the close of business on May 5, 2022.

Meeting Format

By logging on to www.virtualshareholdermeeting.com/ANRG2022 and following the instructions set forth in the Circular, shareholders will be able to attend the Meeting live, submit questions and vote their shares while the Meeting is being held. You should allow ample time to join the Meeting to check compatibility and complete the related procedures. See “Voting Information – Participating and Voting at the Meeting” in the accompanying Management Information Circular for detailed instructions on how to attend and vote at the Meeting.

In order to determine how to vote at the Meeting, you should first determine whether you are: (i) a beneficial holder of subordinate voting shares (the “ Subordinate Voting Shares ”) or multiple voting shares (the “ Multiple Voting Shares ” and, together with the Subordinate Voting Shares, the “ Shares ”) of the Company, as are most of the Company’s shareholders; or (ii) a registered holder of Shares.

You are a beneficial shareholder (also known as a non-registered shareholder) if you own Shares indirectly and your Shares are registered in the name of a bank, trust company, broker or other intermediary. For example, you are a beneficial shareholder if your Shares are held in a brokerage account of any kind.
You are a registered shareholder if you hold a paper share certificate or certificates, or a direct registration system (DRS) advice, and your name appears directly on the share certificate(s), or direct registration system (DRS) advice.

Voting

Registered and beneficial shareholders entitled to vote at the Meeting may vote by proxy in advance of the Meeting. However, only registered shareholders and duly appointed proxyholders (including beneficial shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Meeting during the live audio webcast. Beneficial shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions but will not be able to vote. Guests will be able to attend the Meeting but will not be able to submit questions, vote their Shares (if any) or otherwise participate in the Meeting. Please note that shareholders and duly appointed proxyholders will need the 16digit control number indicated on the form of proxy or voting instruction form accompanying this Notice of Meeting or the 8-character Appointee Identification Number, as applicable, in order to log on to the Meeting as “Shareholder” or “Proxyholder / Appointee”. Otherwise, they will have to log on as “Guests”. Please refer to the accompanying Management Information Circular for additional details on how to log on to the Meeting.

Regardless of whether or not shareholders are able to attend the Meeting (or any adjournment thereof) via the live audio webcast, shareholders are strongly encouraged to complete, date, sign and return the accompanying form of proxy or voting instruction form, as applicable, in accordance with the instructions set

out on such form and in the accompanying Management Information Circular, or alternatively to vote over the Internet or by telephone, at their discretion, in accordance with the instructions provided on such form and in the accompanying Management Information Circular. To be used at the Meeting, proxies must be received by 11:00 a.m. (Eastern time) two (2) business days prior to the Meeting, being June 15, 2022, or any adjournment thereof.

The Company is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular, the management’s discussion and analysis, the consolidated financial statements of the Company and the auditor’s report for the fiscal year ended December 31, 2021, and other related materials of the Meeting (the “ Proxy Materials ”) to shareholders. Under the notice-and-access procedures, instead of receiving paper copies of the Proxy Materials, shareholders receive a copy of this notice of annual meeting of shareholders and notice of availability of proxy materials (the “ Notice of Meeting ”), which provides information on how to access copies of the Proxy Materials, how to request a paper copy of the Proxy Materials and details about the Meeting, and a form of proxy or voting instruction form, as applicable.

The Proxy Materials will be available online at investors.anaergia.com/governance/annual-shareholdermeeting/ and on SEDAR under the Company’s profile at www.sedar.com.

Shareholders may request a paper copy of the Proxy Materials by mail, free of charge, by calling Broadridge Investor Communications Corporation (“ Broadridge ”) toll free at 1-877-907-7643 (Canada and U.S.) or 303562-9305 (international), either before or after the Meeting. Shareholders will be asked to enter the control number indicated on the form of proxy or voting instruction form they received with this Notice of Meeting to request a paper copy of the Proxy Materials.

To receive the Proxy Materials in advance of the voting deadline and the Meeting date, requests for paper copies must be received by no later than 5:00 p.m. (Eastern time) on June 3, 2022. If a shareholder requests a paper copy of the Proxy Materials, please note that another form of proxy or voting instruction form will not be sent; please retain the one received with this Notice of Meeting for voting purposes.

The Company elected to conduct the Meeting virtually this year due to the restrictions imposed in the context of the ongoing coronavirus (COVID-19) pandemic. This measure is a proactive and prudent step to protect the health and safety of our shareholders, directors, employees and other stakeholders. Shareholders are invited to attend the Meeting online as there will be an opportunity to ask questions. The Company reminds shareholders to review the information contained in the accompanying Management Information Circular prior to voting.

If you have any questions regarding this Notice of Meeting, the notice-and-access procedures or the Meeting, please contact Broadridge at 1-844-916-0609 for English and 1-844-973-0593 for French (Canada and U.S.) or 303-562-9305 for English and 303-562-9306 for French (international).

By Order of the Board of Directors,

(signed) Dr. Andrew Benedek

Burlington, Ontario May 5, 2022

Dr. Andrew Benedek Chair and Chief Executive Officer

MANAGEMENT INFORMATION CIRCULAR

All information in this Management Information Circular (the “ Circular ”) is as of May 5, 2022, unless otherwise indicated.

In this Circular, “we”, “us”, “our”, “Anaergia” and “the Company” refer to Anaergia Inc. and its subsidiary entities, on a consolidated basis. “You” and “your” refer to holders of multiple voting shares (the “ Multiple Voting Shares ”) and/or subordinate voting shares (the “ Subordinate Voting Shares ” and, together with the Multiple Voting Shares, the “ Shares ”) of Anaergia (“ Shareholders ”). Unless otherwise indicated, all references to “$” or “dollars” in this Circular refer to Canadian dollars.

This Circular is provided in connection with our Annual Meeting of Shareholders to be held on Friday, June 17, 2022 (the “ Meeting ”). Your proxy is being solicited by management of Anaergia for the items described in the Notice of Meeting on the previous page. We pay for all costs associated with soliciting your proxy. We usually make our request by mail, but we may also solicit your proxy by telephone.

Please read this Circular, as it gives you information that you will need to know in order to cast your vote. We also encourage you to read our management’s discussion and analysis and annual consolidated financial statements for the fiscal year ended December 31, 2021 (“ Fiscal 2021 ”).

NOTICE-AND-ACCESS

The Company is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular, the management’s discussion and analysis, the consolidated financial statements of the Company and the auditor’s report for Fiscal 2021, and other related materials of the Meeting (the “ Proxy Materials ”) to Shareholders. Under the notice-and-access procedures, instead of receiving paper copies of the Proxy Materials, Shareholders receive the Notice of Meeting (which provides information on how to access the Proxy Materials, how to request a paper copy of the Proxy Materials and details about the Meeting) and a form of proxy or voting instruction form, as applicable. Adopting the notice-and-access procedures allows for faster access to the Proxy Materials and contributes to the protection of the environment by reducing the amount of paper sent to Shareholders.

The Proxy Materials will be available online at investors.anaergia.com/governance/annual-shareholdermeeting/ and on SEDAR under the Company’s profile at www.sedar.com.

Shareholders may request a paper copy of the Proxy Materials by mail, free of charge, by calling Broadridge toll free at 1-877-907-7643 (Canada and U.S.) or 303-562-9305 (international) before or after the Meeting date. Shareholders will be asked to enter the control number indicated on the form of proxy or voting instruction form, as applicable, they received to request a paper copy of the Proxy Materials.

To receive the Proxy Materials in advance of the voting deadline and Meeting date, requests for paper copies must be received by no later than 5:00 p.m. (Eastern time) on June 3, 2022. If you do request a paper copy of the Proxy Materials, please note that another form of proxy or voting instruction form, as applicable, will not be sent; please retain the one received with the Notice of Meeting for voting purposes.

If you have any questions regarding the Notice of Meeting, the notice-and-access procedures or the Meeting, please contact Broadridge at 1-844-916-0609 for English and 1-844-973-0593 for French (Canada and U.S.) or 303-562-9305 for English and 303-562-9306 for French (international).

IMPORTANT INFORMATION ABOUT THE MEETING

The Meeting will be conducted online only, via live audio webcast. Shareholders will not be able to attend the Meeting in person. You will be able to attend, participate and vote at the Meeting online via the live audio webcast by following the instructions set forth in this Circular. The Chair of the Board of Directors and certain senior executive officers will participate in the Meeting and will be available for questions. The Company elected to conduct the Meeting virtually this year due to the restrictions imposed in the context of the ongoing coronavirus (COVID-19) pandemic. This measure is a proactive and prudent step to continue protecting the health and safety of our Shareholders, directors, employees and other stakeholders. Also, it affords all Shareholders an even greater ability to participate in the Meeting equally, regardless of geographic location and share ownership.

ATTENDING THE ONLINE MEETING

Registered shareholders (“ Registered Shareholders ”), non-registered or beneficial shareholders (“ Beneficial Shareholders ”), duly appointed proxyholders and guests will be able to attend the Meeting through the live audio webcast at www.virtualshareholdermeeting.com/ANRG2022.

The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plugins. If you have any doubt, you can check your system’s compatibility by visiting www.virtualshareholdermeeting.com/ANRG2022. You should ensure you have a strong, preferably highspeed, internet connection wherever you intend to participate in the Meeting.

The Meeting will begin promptly at 11:00 a.m. (Eastern time) on June 17, 2022. Online check-in will begin starting 15 minutes prior, at 10:45 a.m. (Eastern time). You should allow ample time for online check-in procedures and follow the instructions set out in this Circular for accessing the live audio webcast.

For any technical difficulties experienced during the check-in process or during the Meeting, please call the technical support number posted on the Meeting log-in page. If you are participating in the virtual Meeting, you must remain connected to the Internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure Internet connectivity for the duration of the Meeting. Note that if you lose connectivity once the Meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed.

BUSINESS TO BE TRANSACTED AT THE MEETING ............................................................................................. 1 VOTING INFORMATION ............................................................................................................................................ 3 ABOUT ANAERGIA .................................................................................................................................................... 8 ELECTION OF DIRECTORS ...................................................................................................................................... 8 GENERAL ........................................................................................................................................................ 8 ADVANCE NOTICE PROVISIONS ......................................................................................................................... 9 INDIVIDUAL AND MAJORITY VOTING POLICY ...................................................................................................... 10 DIRECTOR NOMINEE BIOGRAPHIES .................................................................................................................. 11 BOARD AND COMMITTEE ATTENDANCE ............................................................................................................ 18 OUR APPROACH TO CORPORATE GOVERNANCE ............................................................................................ 19 GENERAL ...................................................................................................................................................... 19 THE ROLE OF THE BOARD ............................................................................................................................... 19 CORPORATE GOVERNANCE POLICIES AND PRACTICES ...................................................................................... 19 COMPOSITION OF OUR BOARD AND BOARD COMMITTEES .................................................................................. 20 DIRECTOR INDEPENDENCE ............................................................................................................................. 20 MEETINGS OF INDEPENDENT DIRECTORS AND CONFLICTS OF INTEREST ............................................................. 20 COMMITTEES OF OUR BOARD .......................................................................................................................... 21 DIRECTOR TERM LIMITS AND OTHER MECHANISMS OF BOARD RENEWAL ........................................................... 23 ORIENTATION AND CONTINUING EDUCATION .................................................................................................... 24 ETHICAL BUSINESS CONDUCT ......................................................................................................................... 24 DIVERSITY ..................................................................................................................................................... 24 DISCLOSURE POLICY ...................................................................................................................................... 25 DIRECTOR COMPENSATION ................................................................................................................................. 26 DIRECTOR FEES ............................................................................................................................................ 26 DIRECTOR SHARE OWNERSHIP GUIDELINES .................................................................................................... 26 DIRECTORS’ HEDGING POLICY ........................................................................................................................ 26 DIRECTOR COMPENSATION TABLE .................................................................................................................. 27 OUTSTANDING SHARE-BASED AWARDS ........................................................................................................... 27 INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR ...................................................... 27 EXECUTIVE COMPENSATION ............................................................................................................................... 28 INTRODUCTION .............................................................................................................................................. 28 NAMED EXECUTIVE OFFICERS FOR FISCAL 2021 .............................................................................................. 28 COMPENSATION DISCUSSION AND ANALYSIS .................................................................................................... 28 RISK AND EXECUTIVE COMPENSATION ............................................................................................................. 29 GOVERNANCE POLICIES ................................................................................................................................. 29 COMPONENTS OF COMPENSATION .................................................................................................................. 31 LONG-TERM INCENTIVE PLANS ....................................................................................................................... 32 SUMMARY COMPENSATION TABLE ................................................................................................................... 38 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS .............................................. 38 EMPLOYMENT AGREEMENTS, TERMINATION AND CHANGE OF CONTROL BENEFITS .............................................. 39 OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS ............................................................... 41 INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR ...................................................... 42

TABLE OF CONTENTS (continued)

Page OTHER INFORMATION ........................................................................................................................................... 43 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ............................................................................... 43 INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ........................................... 43 INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ..................................................................... 43 SHAREHOLDER PROPOSALS ........................................................................................................................... 43 ADDITIONAL INFORMATION .............................................................................................................................. 43 CONTACTING THE BOARD OF DIRECTORS ........................................................................................................ 44 BOARD APPROVAL ......................................................................................................................................... 44 APPENDIX A MANDATE OF THE BOARD OF DIRECTORS .................................................................................... 1 APPENDIX B GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE CHARTER ....................... B-1

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BUSINESS TO BE TRANSACTED AT THE MEETING

The following business will be transacted at the Meeting:

RECEIVING THE ANNUAL FINANCIAL STATEMENTS

Management will present the annual financial results at the Meeting.

ELECTION OF THE BOARD OF DIRECTORS

Seven director nominees are proposed for election to the board of directors (the “ Board ”). Shareholders may vote on the election of the directors.

APPOINTMENT OF THE AUDITORS

The Board recommends the re-appointment of KPMG LLP as Anaergia’s auditors. Shareholders may vote on the re-appointment of the auditors and the authorization of the Board to fix such auditors’ compensation.

RECEIVING THE ANNUAL FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the fiscal year ended December 31, 2021, together with the auditor’s report thereon, will be submitted at the Meeting but no vote thereon is required. These audited consolidated financial statements, together with the management’s discussion and analysis, were sent to Shareholders who requested copies thereof and are also available on SEDAR at www.sedar.com and on the Company’s website at investors.anaergia.com.

ELECTION OF THE BOARD OF DIRECTORS

The Board has determined that seven directors will be elected at the Meeting. See “Election of Directors” on page 8 for more information.

The Board recommends that you vote FOR the election of each of the following persons who have been proposed by the Board for election as directors by the Shareholders:

Peter Gross
Alan Viterbi
Richard Chow

The Board recommends that you vote FOR the election of each of the following persons who have been nominated by Dr. Andrew Benedek (the “ Principal Shareholder ”) and who have been proposed by the Board for election as directors by the Shareholders:

Dr. Andrew Benedek
Dr. Diana Mourato Benedek
Francis J. McKenna
Douglas Fridrik Parkhill

Directors appointed at the Meeting will serve, subject to our articles of incorporation (“ Articles ”) and the Business Corporations Act (British Columbia) (“ BCBCA ”), until the end of the next annual shareholder meeting or until their successors are elected or appointed.

APPOINTMENT OF THE AUDITORS

If you are a Shareholder, you can vote on the appointment of the auditors and authorizing the Board to set the auditors’ compensation. The Board recommends that you vote FOR the re-appointment of our current auditors, KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants, as our auditor, and authorizing the Board to set KPMG LLP’s compensation.

The auditors will serve until the end of the next annual shareholder meeting or until a successor is appointed. KPMG LLP have been our auditors since our initial public offering.

CONSIDERING OTHER BUSINESS

We will consider any other business that may properly come before the Meeting. As of the date of this Circular, we are not aware of any changes to the items above or any other business to be considered at the Meeting. If there are changes or new items, you or your proxyholder can vote your Shares on these items as you or your proxyholder sees fit. If any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote in respect of those matters in accordance with their judgment.

VOTING INFORMATION

WHO CAN VOTE

We are authorized to issue (i) an unlimited number of Multiple Voting Shares and (ii) an unlimited number of Subordinate Voting Shares. On May 5, 2022, we had 31,972,245 outstanding Subordinate Voting Shares, each carrying the right to one vote at the Meeting, and 32,222,369 outstanding Multiple Voting Shares, each carrying the right to four votes at the Meeting. Accordingly, as at May 5, 2022, holders of Subordinate Voting Shares were entitled to exercise 19.9% of all votes attached to the Shares and holders of Multiple Voting Shares were entitled to exercise 80.1% of all votes attached to the Shares.

Each Share you own as of the close of business on May 5, 2022, the record date for the Meeting, entitles you to vote on each of the matters to be acted upon at the Meeting, or any adjournment or postponement thereof, by proxy. The right to vote by proxy at the Meeting is limited to Shareholders who own Shares as of the above record date for the Meeting.

The directors and officers of Anaergia are not aware of any person or company that beneficially owns, directly or indirectly, or exercises control or direction over voting securities carrying 10% of more of the voting rights attached to any class of the voting securities, other than Dr. Andrew Benedek (the “ Principal Shareholder ”), who beneficially owns, directly or indirectly, or exercises control or direction over 32,222,369 Multiple Voting Shares and 400,000 Subordinate Voting Shares, which collectively represent approximately 50.8% of our issued and outstanding Shares and approximately 80.4% of the voting power attached to all of our issued and outstanding Shares.

Registered Shareholders

You are a Registered Shareholder if your name appears on your share certificate or on the register maintained by our transfer agent, TSX Trust Company. Your proxy form indicates if you are a Registered Shareholder. If you are a Registered Shareholder, you may vote your Shares by proxy or during the Meeting by online ballot through the live webcast platform.

Beneficial Shareholders

You are a Beneficial Shareholder if your Shares are registered in the name of an intermediary, such as a bank, a trust company, a securities dealer or broker, or an administrator of a self-administered RRSP, RRIF, RESP or similar plan, that, in turn, holds those shares through a central depository such as CDS Clearing and Depository Services Inc. (CDS) (each, an “ Intermediary ”). If your Shares are listed in an account statement provided to you by your broker, those Shares are, in all likelihood, not registered in your name. Such Shares will more likely be registered under the name of an Intermediary.

Without specific instructions, Intermediaries are prohibited from voting the Shares for their client. Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer , each Intermediary is required to request voting instructions from Beneficial Shareholders prior to shareholder meetings. Intermediaries have their own procedures for sending materials and their own guidelines for the return of documents. Beneficial Shareholders should strictly follow those instructions to ensure that the voting rights attached to their Shares are cast at the Meeting.

Beneficial Shareholders who have not duly appointed themselves as proxyholder will not be entitled to vote at the Meeting during the live audio webcast. If you are a Beneficial Shareholder and have not appointed yourself as a proxyholder, you will be able to attend the Meeting, but will not be able to vote your Shares at the Meeting. To appoint yourself as proxyholder, you may follow the instructions set out below under the heading “Participating and Voting at the Meeting”.

VOTING BY PROXY IN ADVANCE OF THE MEETING

Regardless of whether or not Shareholders are able to attend the Meeting (or any adjournment thereof) via the live audio webcast, we strongly encourage them to vote in advance of the Meeting. Below are the different ways in which Registered Shareholders and Beneficial Shareholders can give voting instructions, details of which are found on the form of proxy or voting instruction form provided, as applicable.

By Internet – Go to www.proxyvote.com and follow the instructions. You will need the control number found on your form of proxy or voting instruction form, as applicable.
By mail – Complete, date and sign your form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form, and return it in the prepaid envelope provided to Data Processing Centre, P.O. Box 3700, STN Industrial Park, Markham (ON), L3R 9Z9 Canada.
By telephone – Call 1-800-474-7493 (English) or 1-800-474-7501 (French). You will need the control number found on your form of proxy or voting instruction form, as applicable.

Your duly completed form of proxy or voting instruction form or your Internet or telephone voting instructions, as applicable, must be received before the proxy deadline, which is by 11:00 a.m. (Eastern time) two (2) business days prior to the Meeting, being June 15, 2022, or any adjournment thereof.

HOW YOUR SHARES WILL BE VOTED

Your proxyholder is the person you appoint to cast your votes at the Meeting on your behalf. You may choose Francis J. McKenna or Dr. Andrew Benedek or any other person that you want to be your proxyholder. If you want to authorize Francis J. McKenna or Dr. Andrew Benedek as your proxyholder, please leave the box near the top of the form blank as the names of Francis J. McKenna and Dr. Andrew Benedek are already preprinted on the form. If you return the form and have left the box for the proxyholder’s name blank, then Francis J. McKenna or Dr. Andrew Benedek will automatically become your proxyholder.

Each Shareholder is entitled to appoint a person other than the individuals named in the form of proxy or voting instruction form to represent such Shareholder at the Meeting. Please note that your proxyholder is not required to be a shareholder of the Company. To appoint a third-party proxyholder, you may follow the instructions set out below under the heading “Participating and Voting at the Meeting”.

You may instruct your proxyholder how you want to vote on the matters listed in the Notice of Meeting by checking the appropriate boxes on the form. If you have specified on the form how you want to vote on a particular issue (by checking FOR or WITHHOLD), then your proxyholder must cast your votes as instructed. By checking WITHHOLD on the form, where applicable, you will be abstaining from voting. If you have NOT specified how to vote on a particular matter, your proxyholder is entitled to vote your Shares as he or she sees fit.

Please note that if your form of proxy or voting instruction form, as applicable, does not specify how to vote on any particular matter and if you have authorized Francis J. McKenna or Dr. Andrew Benedek to act as your proxyholder, your Shares will be voted at the Meeting as follows:

FOR the election of each of the management’s nominees as directors of the Company; and
• FOR the re-appointment of our current auditors, KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants, as our auditor, and authorizing the Board to set KPMG LLP’s compensation.

PARTICIPATING AND VOTING AT THE MEETING

Only Registered Shareholders and duly appointed proxyholders (including Beneficial Shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Meeting during the live audio webcast using an internet connected device such as a computer, laptop, tablet or smartphone. Beneficial Shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions but will not be able to vote.

The steps you need to follow to participate and vote at the Meeting will depend on whether you are a Registered Shareholder or a Beneficial Shareholder.

	Registered Shareholders		Beneficial Shareholders		Proxyholders (including Beneficial Shareholders who have duly appointed themselves as proxyholder)
	If you are a Registered Shareholder, you will receive a form of proxy containing the relevant details concerning the business of the Meeting, including a control number that must be used to vote by proxy in advance of the Meeting or join the live audio webcast on the day of the Meeting. If you wish to participate and vote at the Meeting, do not complete the form of proxy, and instead, follow these steps: First, log into www.virtualshareholdermeeting.com/ANRG2022 fifteen minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures. Second,enter the control number included on your form of proxy into the “Shareholder Login” section and click “Join Meeting”. Third, follow the instructions to access the Meeting, and vote when prompted. Even if you currently plan to participate and vote at the Meeting, you should consider voting your Shares in advance so that your vote will be counted if you later decide not to attend the Meeting. You should note however that if you access and vote on any matter at the Meeting, you will revoke any previously submitted proxy.		If you are a Beneficial Shareholder and wish to participate and vote at the Meeting yourself: First,you need appoint yourself as proxyholder. You may appoint yourself as proxyholder by (i) following the instructions on your voting instruction form, completing the voting instruction form and returning it to your Intermediary, (ii) visitingwww.proxyvote.com,or (iii) telephone if your Intermediary provides you with this option. You must follow the instructions and deadlines provided by your Intermediary in order to do so. Second,given the Meeting will take place virtually, the process for you to appoint yourself to participate and vote at the Meeting is different than it would be for an in-person Meeting. In addition to the first step above, you must follow the additional instructions on your voting instruction form very carefully, including (i) inserting your name as the “Appointee Name”, and (ii) designating an 8-character “Appointee Identification Number” in the spaces provided in your voting instruction form or online at www.proxyvote.com.Such appointee information is required for you to participate and vote at the Meeting. Such steps must be completed prior to the proxy deadline or you will not be able to participate and vote at the Meeting. Third, follow the instructions to access the Meeting, and vote when prompted. If you are a Beneficial Shareholder, have duly appointed yourself to participate and vote at the Meeting and want to know how to access the Meeting to participate and vote thereat, see the right column entitled “Proxyholders (including Non-Registered Shareholders who have duly appointed themselves as proxyholder)”.		If you have been appointed as third-party proxyholder for a Registered Shareholder or a Beneficial Shareholder, or if you are a Beneficial Shareholder and have duly appointed yourself as proxyholder, you can access the Meeting, and participate and vote at the Meeting during the live audio webcast, by following these steps: First, log into www.virtualshareholdermeeting.com/ANRG2022 fifteen minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures. Second,enter the Appointee Name and the Appointee Identification Number exactly as it was provided on the applicable form of proxy or voting instruction form or throughwww.proxyvote.com and click on “Join Meeting”. If this information is not available to you, or if you do not enter it exactly as provided, you will not be able to participate and vote the Meeting as proxyholder. Third, follow the instructions to access the Meeting and vote when prompted. If you have been appointed as proxyholder for more than one Shareholder, you will be asked to enter the Appointee Name and the Appointee Identification Number for each separate Shareholder in order to vote the applicable common shares on their behalf. Third-party proxyholders will be informed of the Appointee Name and 8-character Appointee Identification Number prior to the Meeting by the Shareholder who appointed them to act as proxyholder at the Meeting. Third-party proxyholders who have forgotten or misplaced the applicable Appointee Name and/or the Appointee Identification Number should contact the Shareholder who appointed them as quickly as possible. Shareholders who have forgotten or misplaced the applicable Appointee Name and/or the Appointee Identification Number must create a new one throughwww.proxyvote.com.

APPOINTING A THIRD-PARTY PROXYHOLDER TO PARTICIPATE AND VOTE AT THE MEETING

	Registered Shareholders		Beneficial Shareholders
	You may also appoint a third-party proxyholder to participate and vote at the Meeting on your behalf (other than the persons designated by management as set out on your form of proxy). If you wish for a third-party proxyholder to participate and vote at the Meeting on your behalf: First,you need to appoint the third-party proxyholder by (i) following the instructions on your form of proxy, completing and returning your form of proxy to Broadridge, or (ii) visitingwww.proxyvote.com. Second,given the Meeting will take place virtually, the process for you to appoint a third-party proxyholder to participate and vote at the Meeting on your behalf is different than it would be for an in-person Meeting. In addition to the first step above, you must follow the additional instructions on your form of proxy very carefully, including inserting an “Appointee Name” and designating an 8-character “Appointee Identification Number” in the spaces provided in your form of proxy or online atwww.proxyvote.com. Such appointee information is required to participate and vote at the Meeting on your behalf. Third, you need to inform your third-party proxyholder of the exact Appointee Name and 8-character Appointee Identification Number prior to the Meeting. Your third-party proxyholder will require both your Appointee Name and your Appointee Identification Number in order to participate and vote on your behalf at the Meeting.		You may also appoint a third-party proxyholder to participate and vote at the Meeting on your behalf (other than the persons designated by management as set out on your voting instruction form). If you wish for a third-party proxyholder to participate and vote at the Meeting on your behalf: First,you need to appoint the third-party proxyholder by (i) following the instructions on your voting instruction form, completing the voting instruction form and returning it to your Intermediary, (ii) visitingwww.proxyvote.com, or (iii) telephone if your Intermediary provides you with this option. You must follow the instructions and deadlines provided by your Intermediary in order to do so. Second,given the Meeting will take place virtually, the process for you to appoint a third-party proxyholder to participate and vote at the Meeting on your behalf is different than it would be for an in-person Meeting. In addition to the first step above, you must follow the additional instructions on your voting instruction form very carefully, including (i) inserting an “Appointee Name” (i.e. the name of your third-party proxyholder), and (ii) designating an 8-character “Appointee Identification Number” in the spaces provided in your voting instruction form or online atwww.proxyvote.com. Such appointee information is required to participate and vote at the Meeting on your behalf. Third, you need to inform your third-party proxyholder of the exact Appointee Name and 8-character Appointee Identification Number prior to the Meeting. Your third-party proxyholder will require both your Appointee Name and your Appointee Identification Number in order to participate and vote on your behalf at the Meeting.

The first and second steps above must be completed prior to the proxy deadline or neither you nor your third-party proxyholder will be able to participate and vote at the Meeting.

If you fail to provide the exact Appointee Name and Appointee Identification Number to your third-party proxyholder appointed to participate and vote at the Meeting on your behalf, neither you nor your third-party proxyholder will be able to participate and vote at the Meeting.

If you wish to appoint a third-party proxyholder, you are encouraged to do so online at www.proxyvote.com, as this will allow you to share the Appointee Name and the Appointee Identification Number with your third-party proxyholder easily.

CHANGING YOUR VOTE OR REVOKING YOUR PROXY

A Shareholder who executes and returns the form of proxy or voting instruction form may revoke same in any manner permitted by law.

If you are a Registered Shareholder and you change your mind about how you voted before the Meeting and/or you want to revoke your proxy, you may do so by providing new voting instructions or proxyholder appointment information at www.proxyvote.com at a later time, or a new form of proxy to Broadridge at a later date, or by delivering a signed written notice specifying your instructions to the registered office of the Company at 4210 South Service Road, Burlington, Ontario, L7L 4X5, Attention: Chief Financial Officer, at any time up to and including June 16, 2022, the last business day preceding the date of the Meeting, or any adjournment thereof. A Registered Shareholder may also access the Meeting via the live audio webcast to participate and vote at the Meeting, which will revoke any previously submitted proxy.

If you are a Beneficial Shareholder and you change your mind about how you voted before the Meeting and/or you want to revoke your proxy, contact your broker or other Intermediary to find out what to do. Please note that your Intermediary will need to receive any new instructions in enough time to act on them.

Additional Voting Information

Broadridge will count and tabulate the votes. If you have any questions, you may email Broadridge at [email protected] for further information.

ABOUT ANAERGIA

Anaergia was created to eliminate a major source of greenhouse gases (GHGs) by cost effectively turning organic waste into renewable natural gas (RNG), fertilizer and water. Sustainability is core to our business purpose and we focus on serving municipalities and communities globally by protecting their water, air and soil. We design and manufacture equipment for the processing and digestion of source separated organics and municipal solid wastes, including technology for the extraction and cleaning of organics from municipal and commercial solid waste streams to produce a clean organic feedstock for anaerobic digestion. Our technologies have been deployed at resource recovery facilities in over 17 countries worldwide, including at over 230 facilities since 2010.

ELECTION OF DIRECTORS

GENERAL

The Articles provide that the Board shall consist of a minimum of three (3) and a maximum of twelve (12) directors. The Board determines the number of directors to be elected at a meeting of Shareholders. The Board has determined that, at the present time, there will be seven (7) directors, each of whom is to be elected at this Meeting and who will hold office until the end of the next annual meeting of Shareholders or until their successors are elected or appointed.

The director biographies beginning on page 11 of this Circular describe the directors who are proposed for election, along with their ownership of Shares.

Pursuant to the principal shareholders agreement between the Company, the Principal Shareholder and Emerson Collective Investments, LLC (the “ Principal Shareholders Agreement ”) entered into in connection with our initial public offering on June 23, 2021 (the “ IPO ”), the Principal Shareholder was granted the exclusive right to nominate a number of directors as described below.

Principal Shareholder Nomination Rights

The Principal Shareholders Agreement provides that the Principal Shareholder (including its permitted transferees) was initially entitled to nominate the greater of 50% of our directors (rounded up to the next whole member) and four nominees (provided that at least two nominees must be independent within the meaning of section 1.4 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”)) and will continue to be entitled to nominate such number of our directors for so long as the Principal Shareholder (including its permitted transferees) owns, controls or directs at least 40% of the voting power attached to all of our outstanding Shares (on a non-diluted basis), provided that this number of nominees will be reduced:

to the greater of 40% of our directors (rounded up to the next whole member) and three nominees (provided that at least two nominees must be independent within the meaning of section 1.4 of NI 52-110) once the Principal Shareholder (including its permitted transferees) owns, controls or directs at least 30% of the voting power attached to all of our outstanding Shares (on a nondiluted basis);
to the greater of 30% of our directors (rounded up to the next whole member) and two nominees (provided that at least one nominee must be independent within the meaning of section 1.4 of NI 52-110) once the Principal Shareholder (including its permitted transferees) owns, controls or directs at least 20% of the voting power attached to all of our outstanding Shares (on a nondiluted basis);
to the greater of 20% of our directors (rounded up to the next whole member) and one nominee once the Principal Shareholder (including its permitted transferees) owns, controls or directs at least 10% of the voting power attached to all of our outstanding Shares (on a non-diluted basis); and

to none of our directors once the Principal Shareholder (including its permitted transferees) owns, controls or directs less than 10% of the voting power attached to our outstanding Shares (on a non-diluted basis).

Pursuant to the Principal Shareholders Agreement, the Principal Shareholder exercises its nomination rights by submitting its nominees to our Board, which reviews the proposed nominations together with the remaining director nominations, determined solely by the Board or the Governance, Compensation and Nominating Committee (the “ GCN Committee ”), to be elected by the Shareholders at the Meeting.

The foregoing summary is qualified in its entirety by reference to the provisions of the Principal Shareholders Agreement. A copy of the Principal Shareholders Agreement is available under the Company’s profile on SEDAR at www.sedar.com and a summary of further details has been included in the Company’s most recent annual information form, which is also available under the Company’s profile on SEDAR at www.sedar.com.

All nominees have established their eligibility and willingness to serve as directors. Five of the seven nominees are independent within the meaning of applicable securities laws. All nominees are currently directors of Anaergia. Management does not believe that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the accompanying form of proxy (or voting instruction form) may vote for another nominee at their discretion (subject to the Principal Shareholder’s nomination rights, as described above). Each director shall hold office until the next annual meeting of Shareholders or until the director resigns or a successor is elected or appointed.

ADVANCE NOTICE PROVISIONS

We have included certain advance notice provisions with respect to the election of our directors in our Articles (the “ Advance Notice Provisions ”). The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all Shareholders receive adequate notice of Board nominations and sufficient information with respect to all nominees; and (iii) allow Shareholders to register an informed vote. Only persons who are nominated by Shareholders in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual meeting of Shareholders, or at any special meeting of Shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a Shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within the prescribed time periods. These time periods include, (i) in the case of an annual meeting of shareholders (including annual and special meetings), not less than 30 days prior to the date of the annual meeting of shareholders; provided, that if the first public announcement of the date of the annual meeting of shareholders (the “ Notice Date ”) is less than 50 days before the meeting date, not later than the close of business on the 10th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes electing directors, not later than the close of business on the 15th day following the Notice Date, provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting.

Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in the Advance Notice Provisions.

A copy of our Articles is available under the Company’s profile on SEDAR at www.sedar.com.

INDIVIDUAL AND MAJORITY VOTING POLICY

The Board believes that each of its members should carry the confidence and support of Shareholders. To this end, the Board has adopted an individual and majority voting policy that requires that Shareholders be able to vote in favour of, or withhold from voting, separately for each nominee for director and that, in an uncontested election of directors, any nominee for director who receives a greater number of votes “withheld” from their election than votes “for” such election must immediately tender their resignation to the Chair following the applicable meeting or, if the affected director is the Chair, to each member of the GCN Committee. Any resignation received by the Chair will be promptly referred to the GCN Committee for consideration. An “uncontested election” means an election where the number of nominees for directors is equal to the number of directors to be elected.

The GCN Committee will, promptly following the resignation but in any event within 30 days of the applicable Shareholders’ meeting, consider the offer of resignation and will recommend to the Board whether or not to accept it. The GCN Committee will recommend that the Board accept the resignation absent exceptional circumstances that would warrant the applicable director to continue to serve on the Board.

The Board will act on the GCN Committee’s recommendation promptly following its receipt thereof and, in any event, within 90 days of the applicable Shareholders’ meeting. The Board will accept the GCN Committee’s recommendation absent exceptional circumstances. If a resignation is accepted, the Board may, subject to applicable law, the Principal Shareholders Agreement and our articles, appoint a new director to fill any vacancy created by the resignation, reduce the size of the Board or call a meeting of shareholders to appoint a replacement. A resignation will be effective upon its acceptance by the Board. We will promptly issue a news release with the Board’s decision. If the Board determines not to accept a resignation, the news release will fully state the reasons for that decision.

DIRECTOR NOMINEE BIOGRAPHIES

Dr. Andrew Benedek[(1)]

Not Independent[(2)]

==> picture [112 x 112] intentionally omitted <==

California, United States

Director since: 2007

Principal Occupation:

Dr. Andrew Benedek is currently the Chair and Chief Executive Officer of the Company.

Other Activities:

Dr. Benedek received his engineering degree (chemical) from McGill University in Montreal, Québec in 1966. By 1970, Dr. Benedek had obtained a Ph.D. in chemical engineering from the University of Washington in Seattle, Washington with a focus on wastewater treatment. He then accepted a professorship at McMaster University in Hamilton, Ontario where he taught and conducted research to find ways of improving water quality. In 1980, Dr. Benedek founded ZENON with the purpose of developing cost-effective membrane technologies for recycling wastewater. Under his leadership, ZENON invented, developed and commercialized many of the key membrane technologies used for water and wastewater treatment and became a global leader in this field. Dr. Benedek continued to be the Chairman and Chief Executive Officer of ZENON until its June 2006 sale to General Electric Company for $790 million. At the time of the sale, the company employed over 1,500 people. After the sale of ZENON, Dr. Benedek worked at the Scripps Institute of Technology (“Scripps”) in San Diego, California where he became interested in helping to find solutions to climate change. In furtherance of this new interest, he left Scripps and founded Anaergia. Dr. Benedek has received many awards, including honorary doctorates from universities and awards for entrepreneurship and for his contributions toward solving global environmental problems. In 2008, he was chosen as the inaugural recipient of the Lee Kwan Yew Prize, a prestigious award for contributions to solving water problems.

Public Board Memberships During Last Five Years:

None

Public Board Interlocks:

None

Committees:

None

Meetings Attended in Fiscal 2021: Board Meetings – 9 of 9 (100%)

SHARE OWNERSHIP

Shares Owned	Options	RSUs	Market	Minimum Share	Date at which Share	Has Share
or Controlled			Value(3)	Ownership	Ownership Guideline	Ownership
					is to be Met	Guideline Been
						Met?
32,222,369 MVS	—	—	$261,631,399	$1,303,854	June 23, 2026	Yes
400,000 SVS

Not Independent[(2)]

Dr. Diana Mourato Benedek[(1)]

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California, United States

Director since: 2007

Principal Occupation:

Dr. Diana Mourato Benedek is currently the Chief Executive Officer of Fibracast Ltd.

Other Activities:

Dr. Mourato Benedek has a PhD and a Master’s of Science degree in Civil Engineering from McGill University in Montreal, Québec. Dr. Mourato Benedek is a pioneer in the development and commercialization of immersed membranes and membrane bioreactors in the field of municipal wastewater and drinking water treatment. She was formerly a Senior Vice President at ZENON, responsible for North and South American and international operations. She has extensive experience in environmental sciences as head of the ZENON municipal business, which she founded and grew in five years to be the largest commercial division of ZENON while maintaining profitability year after year. Dr. Mourato Benedek is also a former Vice President, Site Remediation at SNC Lavalin. Dr. Mourato Benedek is currently the Chief Executive Officer of Fibracast and is directly responsible for research and development and the continuous improvement of technology within the company. She was formerly the Chief Operating Officer of Anaergia and is currently a Managing Director of many of its international subsidiaries.

Public Board Memberships During Last Five Years: None

Public Board Interlocks: None

Committees:

None

Meetings Attended in Fiscal 2021: Board Meetings – 9 of 9 (100%)

			SHAREOWNERSHIP	SHAREOWNERSHIP
Shares Owned	Options	RSUs	Market	Minimum Share	Date at which Share	Has Share
or Controlled			Value(3)	Ownership	Ownership Guideline	Ownership
					is to be Met	Guideline Been
						Met?
—	100,000	—	$802,000	$150,000	June 23, 2026	Yes

Independent

Peter Gross[(1)]

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Minnesota, United States

Director since: 2019

Principal Occupation:

Mr. Gross is currently the Chief Executive Officer of SURGE International, LLC.

Other Activities:

Mr. Gross is a three-time water entrepreneur, having started and grown domestic and international companies, a water/wastewater technology inventor with 10 patents covering treatment technologies, a board member on various water/wastewater companies, consultant and investor. Mr. Gross brings his experience doing business with enterprises ranging from small local entities to large governmental organizations in 88 countries around the world. His experience also includes supporting the U.S. Department of Defense and the U.S. State Department with water/wastewater treatment systems in some of the most challenging areas of the world. Since July 2016, Mr. Gross has been Chief Executive Officer of SURGE International, LLC where he guides start-up water/wastewater technology companies to achieve global success. As a consultant to Emerson Collective, LLC, Mr. Gross provided strategic water guidance while providing governance to portfolio companies through board participation.

Public Board Memberships During Last Five Years: None

Public Board Interlocks:

None

Committees:

GCN Committee Audit Committee

Meetings Attended in Fiscal 2020:

Board Meetings – 9 of 9 (100%) Audit Committee Meetings – 2 of 2 (100%)[(4)]

			SHAREOWNERSHIP	SHAREOWNERSHIP
Shares Owned	Options	RSUs	Market	Minimum Share	Date at which Share	Has Share
or Controlled			Value(3)	Ownership	Ownership Guideline	Ownership
					is to be Met	Guideline Been
						Met?
—	—	2,187	$17,540	$150,000	June 23, 2026	In Progress

Lead Independent Director

Francis J. McKenna[(1)]

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New Brunswick, Canada

Director since: 2020

Principal Occupation:

Mr. McKenna is currently the Deputy Chair, Wholesale of TD Bank Group.

Other Activities:

Mr. McKenna is currently the Deputy Chair, Wholesale of TD Bank Group, a financial institution, a position he has held since 2006. Mr. McKenna is also the Chair of the board of directors of Brookfield Asset Management Inc., a global asset manager with approximately US$600 billion of assets under management, and the Chair of the compensation committee of the board of the directors of Canadian Natural Resources Limited. Mr. McKenna is a former Ambassador of Canada to the United States and was elected as Premier of the Province of New Brunswick from 1987 until 1997. Mr. McKenna is a Queen’s Counsel, a Member of the Queen’s Privy Council, a Member of the Order of New Brunswick and a Member of the Order of Canada. Mr. McKenna is a graduate of St. Francis Xavier University, Queen’s University and the University of New Brunswick Law School and is also the recipient of 15 honorary degrees.

Public Board Memberships During Last Five Years:

Brookfield Asset Management Inc. (2006 to Present) Canada Natural Resources Limited (2006 to Present)

Public Board Interlocks: None

Committees:

GCN Committee (Chair)

Meetings Attended in Fiscal 2021: Board Meetings – 9 of 9 (100%) GCN Committee Meetings – N/A

			SHAREOWNERSHIP	SHAREOWNERSHIP
Shares Owned	Options	RSUs	Market	Minimum Share	Date at which Share	Has Share
or Controlled			Value(3)	Ownership	Ownership	Ownership
					Guideline is to be	Guideline Been
					Met	Met?
194,319 SVS	11,211	7,405	$1,707,739	$180,000	June 23, 2026	Yes

Independent

Douglas Fridrik Parkhill[(1)]

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Ontario, Canada

Director since: 2019

Principal Occupation:

Mr. Parkhill is currently the Managing Director & Head, Strategic Advisory of Clariti Strategic Advisors Inc.

Other Activities:

Mr. Parkhill serves as a non-executive director on corporate boards and provides advisory services to corporations and institutional investors. He is currently the Managing Director & Head, Strategic Advisory of Clariti Strategic Advisors Inc. and he was the Managing Director of Parkhill Advisory from February 2016 until December 2019. Mr. Parkhill was previously the Chief Executive Officer of CIBC FirstCaribbean International Bank from September 2011 to December 2015. During this period, Mr. Parkhill was responsible for the development and execution of a multi-faceted plan that resulted in the turnaround of the bank’s operating and financial performance. He joined Canadian Imperial Bank of Commerce (“ CIBC ”) in 2008 as Managing Director, Head of Cash Equities. During his tenure, CIBC became recognized as a Canadian leader in equity trading and equity capital markets. Prior to joining CIBC, Mr. Parkhill held several senior executive positions with the TMX Group Limited, including President and Interim Co-Chief Executive Officer. He was instrumental in the successful expansion of TSX Group’s business outside of Canada. Mr. Parkhill has over 30 years of experience in the financial services industry, including managing banks, brokerage firms and exchanges. He is a graduate of Queen’s University in Kingston, Ontario.

Public Board Memberships During Last Five Years:

Sagicor Financial Company Ltd. (2019 to 2020)

Public Board Interlocks: None

Committees:

Audit Committee (Chair)

Meetings Attended in Fiscal 2021: Board Meetings – 9 of 9 (100%) Audit Committee Meetings – 5 of 5 (100%)

			SHARE	OWNERSHIP
Shares Owned	Options	RSUs	Market	Minimum Share	Date at which Share	Has Share
or Controlled			Value(3)	Ownership	Ownership Guideline	Ownership
					is to be Met	Guideline Been
						Met?
97,161 SVS	—	3,086	$803,981	$150,000	June 23, 2026	Yes

Independent

Alan Viterbi[(1)]

==> picture [112 x 112] intentionally omitted <==

California, United States

Director since: 2019

Principal Occupation:

Mr. Viterbi is currently the Managing Partner of Elm Grove Strategies LLC.

Other Activities:

Mr. Viterbi was previously the Chief Executive Officer of Liquid Environmental Solutions (“ LES ”) in 2002, serving as Chief Executive Officer from inception though 2019, as Chief Financial Officer from inception through 2009 and as Executive Chairman from 2019 through 2020. With 54 collection branches and 24 wastewater recycling plants servicing customers in all 50 states, LES collects, treats and beneficially recovers materials from a wide variety of wastewater sources, including grease traps, oil water separators, industrial and manufacturing processes and used cooking oil. Mr. Viterbi was previously a co-founder, Chief Executive Officer and Chief Financial Officer of U.S. Public Technologies, a North American market leader in traffic photo enforcement, from its inception through to the sale of the business to Lockheed Martin, where he then served as Vice President of Photo Enforcement. Prior to entering the private sector, Mr. Viterbi was the Mayor of West Hollywood, California and a member of the first city council after incorporation from 1984 to 1988. He has also served on various public agency boards, including as a member of the California Export Finance Board, and in a number of leadership roles in various community organizations. His education includes a Bachelor of Arts degree in History and a Master’s degree in Business Administration, including graduate coursework in accounting, from the University of California, Los Angeles and a Fellowship with the Coro Foundation.

Public Board Memberships During Last Five Years:

None

Public Board Interlocks: None

Committees:

Committees: Meetings Attended in Fiscal 2021: Audit Committee Board Meetings – 9 of 9 (100%) GCN Committee Audit Committee Meetings – 5 of 5 (100%) GCN Committee Meetings – N/A

			SHAREOWNERSHIP	SHAREOWNERSHIP
Shares Owned	Options	RSUs	Market	Minimum Share	Date at which Share	Has Share
or Controlled			Value(3)	Ownership	Ownership Guideline	Ownership
					is to be Met	Guideline Been
						Met?
6,243 SVS	—	3,086	$74,819	$150,000	June 23, 2026	In Progress

Independent

Richard Chow[(1)]

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California, United States

Director since: 2021

Principal Occupation:

Mr. Chow is currently an advisor to Inclusive Capital Partners.

Other Activities:

Mr. Chow has close to 25 years of experience in the energy industry, having served as CEO, president, and/or board member for several companies. Most recently, he has been a Distinguished Careers Institute Fellow at Stanford University, where he continues to serve as an advisor to the TomKat Center for Sustainable Energy. Previously, Mr. Chow founded Ridge Energy Services in 2016, an oilfield services company focused on geothermal energy, and sold the company’s assets to Iceland Drilling in 2020. For close to ten years, Mr. Chow was a portfolio CEO for a group of institutional investors, including Riverstone Holdings, a $30 billion private equity firm investing across the entire energy value chain globally. In this capacity, he served as the CEO and Board member for ThermaSource (geothermal) and President of US Biodiesel (biofuels). In the 1990s, Mr. Chow served as the President of a Bechtel Enterprises joint venture with PacifiCorp (EnergyWorks) that developed renewable energy and on-site generation projects in Southeast Asia. Mr. Chow began his career in energy developing coal and natural gas power projects before transitioning to focus on the development of renewable energy projects, such as wind, solar, biomass, geothermal and, now, renewable natural gas.

Public Board Memberships During Last Five Years: None

Public Board Interlocks: None

Committees:

Committees: Meetings Attended in Fiscal 2021: GCN Committee Board Meetings – 3 of 3 (100%)[(5) ] GCN Committee Meetings – N/A

			SHARE	OWNERSHIP
Shares Owned	Options	RSUs	Market	Minimum Share	Date at which Share	Has Share
or Controlled			Value(3)	Ownership	Ownership	Ownership
					Guideline is to be	Guideline Been
					Met	Met?
—	—	2,187	$17,540	$150,000	August 5, 2026	In Progress

_______ Notes:

(1) None of the director nominees of Anaergia, as at the date of this Circular, is or has been within the 10 years before the date of this Circular, (a) a director, chief executive officer or chief financial officer of any company that was subject to an order (as defined below) that was issued while the existing or proposed director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, (b) was subject to an order that was issued after the existing or proposed director or executive officer 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, or (c) a director or executive officer of any company 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. For the purposes of this paragraph, “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a period of more than 30 consecutive days.

No director nominee has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or has been 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 director, executive officer or shareholder. No director nominee 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 be likely to be considered important to a reasonable investor in deciding whether to vote for a nominee.

(2) Dr. Andrew Benedek and Dr. Diana Mourato Benedek are considered non-independent directors as a result of their relationship with the Company or the Principal Shareholder, as applicable.
(3) Reflects the market value of Shares, Options and Restricted Share Units (“ RSUs ”). Market Value of Shares, RSUs and PSUs represents the number of Shares, RSUs and PSUs held as of May 4 , 2022 multiplied by the closing price of the Shares on the Toronto Stock Exchange (“ TSX ”) on May 4, 2022, of $8.02.
(4) Peter Gross was appointed to the Audit Committee on August 5, 2021. Accordingly, Audit Committee attendance in the above table reflects Mr. Gross’ attendance from August 5, 2021 to December 31, 2021.

(5) Richard Chow was appointed to the Board on August 5, 2021. Accordingly, Board attendance in the above table reflects Mr. Chow’s attendance from August 5, 2021 to December 31, 2021.

BOARD AND COMMITTEE ATTENDANCE

The following table provides a summary of each director nominee’s attendance at Board and Committee meetings in Fiscal 2021.

Name	Board (9 meetings)	Audit Committee (5 meetings)	GCN Committee (0 meetings)	Overall Attendance
Dr. Andrew Benedek	9 of 9 (100%)	–	–	9 of 9 100%
Dr. Diana Mourato Benedek	9 of 9 (100%)	–	–	9 of 9 100%
Peter Gross(1)	9 of 9 (100%)	2 of 2 (100%)	–	11 of 11 100%
Francis J. McKenna	9 of 9 (100%)	–	N/A	9 of 9 100%
Douglas Fridrik Parkhill	9 of 9 (100%)	5 of 5 (100%)	–	14 of 14 100%
Alan Viterbi	9 of 9 (100%))	5 of 5 (100%)	N/A	14 of 14 100%
Richard Chow(2)	3 of 3 (100%)	–	N/A	3 of 3 100%
TOTAL	100%	100%	100%	– 100%

___ Note:

(1) Peter Gross was appointed to the Audit Committee on August 5, 2021. Accordingly, Audit Committee attendance in the above table reflects Mr. Gross’ attendance from August 5, 2021 to December 31, 2021.

(2) Richard Chow was appointed to the Board and the GCN Committee on August 5, 2021. Accordingly, Board and GCN Committee attendance in the above table reflects Mr. Chow’s attendance from August 5, 2021 to December 31, 2021.

OUR APPROACH TO CORPORATE GOVERNANCE

GENERAL

We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value. The disclosure set out below describes our approach to corporate governance.

THE ROLE OF THE BOARD

Our Board is responsible for supervising the management of our business and affairs, including providing guidance and strategic oversight to management. Our Board has adopted a formal mandate in the form set forth in Appendix A that includes the following:

appointing the Chief Executive Officer;
appointment, evaluation and development of senior management and succession planning;
approving the corporate goals and objectives that the Chief Executive Officer is responsible for meeting and reviewing the performance of the Chief Executive Officer against such corporate goals and objectives;
taking steps to satisfy itself as to the integrity of the Chief Executive Officer and other senior executive officers and that the Chief Executive Officer and other senior executive officers create a culture of integrity throughout the organization; and
reviewing and approving management’s strategic and business plans.

Our Board has adopted a written position description for the Chair of the Board, which sets out the Chair’s key responsibilities, including, among others, duties relating to setting Board meeting agendas, chairing Board and Shareholder meetings, director development and communicating with Shareholders and regulators. Our Board has adopted a written position description for our lead director. See “– Meetings of Independent Directors and Conflicts of Interest”.

Our Board has adopted a written position description for each of our committee chairs which sets out each of the committee chair’s key responsibilities, including, among others, duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

Our Board has adopted a written position description for our Chief Executive Officer which sets out the key responsibilities of our Chief Executive Officer, including, among other duties, in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to our Board for consideration, ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to our Board for consideration and supervising day-to-day management and communicating with Shareholders and regulators.

CORPORATE GOVERNANCE POLICIES AND PRACTICES

Anaergia is committed to strong corporate governance policies and practices. Our policies and practices continue to be developed having regard to the external environment and externally cited best practices to ensure that our governance practices are comprehensive, relevant, effective and transparent. We have adopted the following corporate governance policies to date, certain of which are available on our website at investors.anaergia.com:

Anti-Corruption Policy;
Code of Conduct;
Disclosure Policy;
Diversity Policy;
Insider Trading Policy;

Majority Voting Policy; and
Whistleblower Policy.

COMPOSITION OF OUR BOARD AND BOARD COMMITTEES

Under our Articles, the Board is to consist of the number of directors set by an ordinary resolution of the shareholders from time to time, which shall be a minimum of three (3) while the Company is a public company in accordance with the BCBCA. Our Board currently consist of seven (7) directors, the majority of whom are considered independent under Canadian securities laws and two of whom are resident Canadians. Under the BCBCA, a director may be removed with or without cause by a resolution passed by a majority of the votes cast by Shareholders present in person or by proxy at a meeting of Shareholders and who are entitled to vote. The directors will be elected by Shareholders at each annual meeting of Shareholders, and all directors will hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed.

Certain aspects of the composition and functioning of the Board are governed by the terms of the Principal Shareholders Agreement. See also “Election of Directors”. The nominees for election by Shareholders as directors will be determined by the GCN Committee in accordance with the provisions of applicable law, the Principal Shareholders Agreement and the charter of the GCN Committee. See also “Committees of our Board—GCN Committee”.

DIRECTOR INDEPENDENCE

Under National Instrument 58-101 – Disclosure of Corporate Governance Practices , a director is considered to be independent if he or she is independent within the meaning of NI 52-110. Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect material relationship with us, our subsidiaries and any controlling shareholder(s) which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director’s independent judgment. Based on information provided by each director concerning his or her background, employment and affiliations, the Board has determined that, of the seven directors nominated for election to our board, Dr. Andrew Benedek and Dr. Mourato Benedek are not considered to be “independent” within the meaning of applicable securities laws as a result of their respective relationships with the Company or the Principal Shareholder, as applicable. Certain members of the Board are also members of the board of directors of other public companies (see “Election of Directors—Director Nominee Biographies”). Our Board has not adopted a director interlock policy, but is keeping informed of other public directorships held by its members.

MEETINGS OF INDEPENDENT DIRECTORS AND CONFLICTS OF INTEREST

Our Board believes that given its size and structure, including the fact that a majority of our directors are independent, it is able to facilitate independent judgment in carrying out its responsibilities. To enhance such independent judgment, the independent members of the Board hold in-camera meetings with members of management and the non-independent directors not in attendance, as part of regularly scheduled Board meetings. Open and candid discussion among the independent directors is facilitated by the relatively small size of the Board and great weight is attributed to the views and opinions of the independent directors. Our Board has not appointed an independent chair; however, Francis J. McKenna has been appointed as lead director by the Board and is responsible for ensuring that the directors who are independent of management have opportunities to meet without management present, as required. The lead director shall be appointed and replaced from time to time by the Board. Discussions at Board meetings will be led by the lead director who will provide feedback subsequently to the Chair.

A director who has a material interest in a matter before our Board or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by the Board or any committee of the Board on which he or she serves, such director may be required to recuse himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors are also required to comply with the relevant provisions of the BCBCA regarding conflicts of interest.

COMMITTEES OF OUR BOARD

Our Board has established two committees: the Audit Committee and the GCN Committee. All members of the Audit Committee will be persons determined by our Board to be independent directors.

Audit Committee

Our Audit Committee consists of three directors, each of whom are persons determined by our Board to be “independent” and “financially literate” within the meaning of NI 52-110. Our Audit Committee is currently comprised of:

Douglas Fridrik Parkhill (Chair);
Alan Viterbi; and
Peter Gross.

Each of our Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting. For additional details regarding the relevant education and experience of each member of our Audit Committee, see “Election of Directors—Director Nominee Biographies”.

Our Board has adopted a written charter for the Audit Committee that sets out the purpose, composition, authority and responsibility of our Audit Committee, consistent with NI 52-110. The Audit Committee assists our Board in discharging its oversight of:

the quality and integrity of our financial statements and related information;
the independence, qualifications and appointment of our external auditor;
our disclosure controls and procedures, internal control over financial reporting and management’s responsibility for assessing and reporting on the effectiveness of such controls;
our risk management processes;
monitoring and periodically reviewing our whistleblower policy; and
transactions with our related parties.

Our Audit Committee has access to all of our books, records, facilities and personnel and may request any information about us as it may deem appropriate. It also has the authority, in its sole discretion and at our expense, to retain and set the compensation of outside legal, accounting or other advisors as necessary to assist in the performance of its duties and responsibilities. Our Audit Committee also has direct communication channels with our Chief Financial Officer and our external auditors to discuss and review such issues as our Audit Committee may deem appropriate.

Additional information about our Audit Committee, as required by NI 52-110, is in our Annual Information Form, which is available on SEDAR at www.sedar.com.

External Auditor Service Fee

We incurred the following fees by our external auditor, KPMG LLP, during the periods provided below:

Audit fees(1)...................................................... Audit-related fees(2).......................................... Tax fees(3)....................................................... All other fees(4)................................................	Fiscal year ended December 31, 2021 Fiscal year ended December 31, 2020 (in thousands)	Fiscal year ended December 31, 2021 Fiscal year ended December 31, 2020 (in thousands)
	$2,334	$2,084
	$174 –
	$19	33
	$406 –
Total fees paid................................................	$2,933	$2,117

Notes:

(1) Fees for audit service, interim reviews and fees related to the IPO. In addition, KPMG LLP has performed statutory audit and review engagements for certain of the Company’s subsidiaries as well as advised the Company on the implications of certain accounting pronouncements.
(2) Audit-related fees are primarily fees and costs related to internal controls over financial reporting.
(3) Fees for tax compliance, tax advice, including transfer pricing assistance, and tax planning.
(4) All other fees not included above.

The Audit Committee Charter provides that the Audit Committee must pre-approve the retaining of the auditors for any non-audit service. The Audit Committee may delegate to one or more members the authority to preapprove the retaining of the auditors for any non-audit service to the extent permitted by law, but pre-approval by such member or members so delegated must be presented to the full Audit Committee at its first scheduled meeting following such pre-approval.

Governance, Compensation and Nominating Committee

Our GCN Committee is comprised of three directors, all of whom are persons determined by our Board to be independent directors, and is charged with reviewing, overseeing and evaluating our corporate governance, compensation and nominating policies. Our GCN Committee is currently comprised of:

Francis J. McKenna (Chair);
Alan Viterbi; and
Peter Gross.

No member of our GCN Committee is an officer of Anaergia, and as such, our Board believes that the GCN Committee is able to conduct its activities in an objective manner.

Our Board believes that the members of the GCN Committee individually and collectively possess the requisite knowledge, skill and experience in governance and compensation matters, including human resource management, executive compensation matters and general business leadership, to fulfill the GCN Committee’s mandate. All members of the GCN Committee have substantial knowledge and experience as current and former senior executives of large and complex organizations and on the boards of other publicly traded entities. For additional details regarding the relevant education and experience of each member of our GCN Committee, including the direct experience that is relevant to each committee member’s responsibilities in executive compensation, see “Election of Directors – Director Nominee Biographies”.

Our Board has adopted a written charter for the GCN Committee in the form set forth in Appendix B that sets forth the purpose, composition, authority and responsibility of our GCN Committee consistent with National Policy 58-201 – Corporate Governance Guidelines of the Canadian Securities Administrators. Our GCN Committee’s purpose is to assist our Board in:

the appointment, performance, evaluation and compensation of our senior executives;
the recruitment, development and retention of our senior executives;

maintaining talent management and succession planning systems and processes relating to our senior management;
developing a compensation structure for our senior executive officers including salaries, annual and long-term incentive plans including plans involving share issuances and other share-based awards;
establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices;
reviewing and discussing at least annually the relationship between risk management and compensation, and evaluating the effectiveness of compensation policies and practices;
assessing the compensation of our directors;
developing benefit, retirement and savings plans;
developing our corporate governance guidelines and principles and providing us with governance leadership;
identifying and overseeing the recruitment of candidates qualified to be nominated as members of the Board;
reviewing the structure, composition and mandate of Board committees; and
evaluating the performance and effectiveness of the Board and its committees.

Our GCN Committee is responsible for establishing and implementing procedures to evaluate the performance and effectiveness of our Board, committees of our Board and the contributions of individual Board members. Our GCN Committee has access to all of our books, records, facilities and personnel and may request any information about us as it may deem appropriate. The GCN Committee also takes reasonable steps to evaluate and assess, on an annual basis, directors’ performance and effectiveness of the Board, committees of the Board, individual Board members, the Chair and committee chairs. The assessment addresses, among other things, individual director independence, individual director and overall Board skills, and individual director financial literacy. The Board receives and consider the recommendations from the GCN Committee regarding the results of the evaluation of the performance and effectiveness of the Board, committees of the Board, individual Board members, the Chair and committee chairs. In identifying new candidates for the Board, the GCN Committee considers what competencies and skills the Board, as a whole, should possess and assesses what competencies and skills each existing director possesses, considering the Board as a group, and the personality and other qualities of each director, as these may ultimately determine the boardroom dynamic. The GCN Committee is also responsible for orientation and continuing education programs for the Company’s directors.

For information on the process by which the GCN Committee and the Board determine the compensation of our directors and executive officers, see “Director Compensation” and “Executive Compensation” below.

DIRECTOR TERM LIMITS AND OTHER MECHANISMS OF BOARD RENEWAL

Directors are to be elected at each annual meeting of Shareholders to hold office for a term expiring at the close of the next annual meeting, or until a successor is appointed or elected, and will be eligible for reelection. Other than the nominees which may be nominated by the Principal Shareholder pursuant to its nomination rights as described above, nominees will be nominated by the GCN Committee, in each case for election by Shareholders as directors in accordance with the provisions of our constating documents and applicable corporate and securities laws. All nominees who are nominated, whether by the Principal Shareholder or the GCN Committee, will be included in the proxy-related materials to be sent to Shareholders prior to each annual meeting of Shareholders.

The Board has not adopted director term limits or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the GCN Committee seeks to maintain the composition of our Board in a way that provides, in its judgment, the best mix of skills and experience to provide for our overall stewardship. The GCN Committee is also expected to conduct a process for the assessment of the Board, each committee and each director

regarding his, her or its effectiveness and performance, and to report evaluation results to the Board. See also “Diversity”.

ORIENTATION AND CONTINUING EDUCATION

To maintain reasonable assurance that every new director engages in a comprehensive orientation process and that all directors are provided with continuing education opportunities, the GCN Committee has implemented an orientation program for new directors under which a new director will meet with the Chair, the lead director, members of senior management and our secretary. New directors will be provided with comprehensive orientation and education as to the nature and operation of our business, the role of our Board and its committees and the contribution that an individual director is expected to make. The GCN Committee is responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities of the directors and to ensure that their knowledge and understanding of our business remains current. The chair of each committee is responsible for coordinating orientation and continuing director development programs relating to the GCN Committee’s mandate.

In addition, Board members are expected to keep themselves current with industry trends and developments and are encouraged to communicate with management and, where applicable, auditors, advisors and other consultants of the Company. Board members have access to the Company’s in-house and external legal counsel in the event of any questions or matters relating to the Board members’ corporate and director responsibilities and to keep themselves current with changes in legislation

ETHICAL BUSINESS CONDUCT

We have adopted a written code of business conduct and ethics (the “ Code of Conduct ”) that applies to all of our directors, officers and employees. The objective of the Code of Conduct is to provide guidelines for maintaining our integrity, reputation, honesty, objectivity and impartiality. The Code of Conduct addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with shareholders, competitors and employees, insider trading, compliance with laws and reporting any illegal or unethical behaviour. As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential or the appearance of conflicts of interest. The Board has ultimate responsibility for the stewardship of the Code of Conduct and it monitors compliance through the GCN Committee. Directors, officers and employees are required to annually certify that they have not violated the Code of Conduct.

The Code of Conduct is available on our website at investors.anaergia.com and on SEDAR at www.sedar.com.

DIVERSITY

The GCN Committee believes that having a diverse Board and senior management offers a depth of perspective and enhances Board and management operations. The GCN Committee identifies candidates for the Board and management that possess skills with the greatest ability to strengthen the Board and management. We are focused on continually increasing diversity within the Company.

The GCN Committee does not currently specifically define diversity, but values diversity of experience, perspective, education, race, gender and national origin as part of its overall annual evaluation of director nominees for election or re-election as well as candidates for management positions. Accordingly, the Board has adopted a written diversity policy (the “ Diversity Policy ”) which outlines its approach to achieving and maintaining diversity on our Board and ensures that our recruitment practices reflect our commitment to diversity. Gender and geography are of particular importance to us in ensuring diversity within the Board and management. Recommendations concerning director nominees are, foremost, based on merit and performance, but diversity is taken into consideration, as it is beneficial that a diversity of backgrounds, views and experiences be present at the Board and management levels.

We attempt to recruit and select Board and management candidates that have the required business understanding and experience and are diverse and inclusive, valuing differences based on age, race, religion, disability and sexual orientation. However, the Board does not support fixed percentages for any selection criteria, as the composition of the Board and management is based on the numerous factors established by the selection criteria and it is ultimately the skills, experience, character and behavioural qualities that are most important to determining the value which an individual could bring to the Board or management.

At our senior management level (excluding NEOs), approximately 14% (2 out of 14 members) of our senior management team are female. This is a reflection of the fact that, in our business, technical skills are key at senior management levels and there is a limited number of people with relevant experience who are available, regardless of gender. As of the date of this Circular, one out of seven Board members (approximately 14%) is female and none of our executive officers is female. Two of our Board members are of diverse ethnicities.

The Board is mindful of the benefit of diversity on the Board and management and the need to maximize the effectiveness of the Board and management and their respective decision-making abilities. Accordingly, in searches for new directors, the GCN Committee considers the level of female representation and diversity on the Board and management and this is one of several factors used in its search process. This is achieved through continuously monitoring the level of female representation on the Board and in senior management positions and, where appropriate, recruiting qualified female candidates as part of our overall recruitment and selection process to fill Board or senior management positions, as the need arises, through vacancies, growth or otherwise.

Notwithstanding the aforementioned practices and policy on recruitment, selection and diversity, the Board is aware that systemic or unconscious bias may exist within any company and is taking steps to seek out such awareness at Anaergia. The Board expects to establish a multi-regional, multi-level and cross-functional Diversity and Inclusion Committee, championed by human resources and sponsored by the GCN Committee, to establish a formal charter, assess internal practices, processes, policies and opportunities, and make recommendations to senior management and the Board in the Fiscal 2022 calendar year.

Our Diversity Policy is available on our website at investors.anaergia.com.

DISCLOSURE POLICY

The Board has adopted a Disclosure Policy to deal with the timely dissemination of all material information. The Disclosure Policy, which will be reviewed annually, establishes consistent guidance for determining what information is material and how it is to be disclosed to avoid selective disclosure and to ensure wide dissemination. The Board, directly and through its committees, reviews and approves the contents of major disclosure documents, including annual and interim consolidated financial statements, prospectuses, the annual information form, management’s discussion and analysis and the management information circular. The Company seeks to communicate to its Shareholders through these documents as well as by means of news releases, its website and investor relations calls and meetings.

Our Disclosure Policy is available on our website at investors.anaergia.com.

Disclosure Committee

A Disclosure Committee comprised of senior management of the Company oversees the Company’s disclosure process as outlined in the Disclosure Policy. The Disclosure Committee’s mandate will include ensuring that effective controls and procedures are in place to allow the Company to satisfy all of its continuous disclosure obligations, including certification requirements. The Disclosure Committee will also be responsible for ensuring that the policies and procedures contained in the Disclosure Policy are in compliance with regulatory requirements. The Audit Committee is responsible for reviewing the Company’s disclosure relating to financial reporting.

DIRECTOR COMPENSATION

DIRECTOR FEES

Our director compensation program is designed to attract and retain the most qualified individuals to serve on the Board. The Board, on the recommendation of our GCN Committee, will be responsible for reviewing and approving any changes to the directors’ compensation arrangements. In consideration for serving on the Board, each director was entitled to be compensated during Fiscal 2021 as indicated below:

Type of Fee		Amount
Board Retainer ......................... Chair	$	Nil
Board Member(1)	$	100,000
Lead Director(2)	$	120,000
Committee Retainer ................. Audit Committee Chair	$	Nil
Governance, Compensation and Nominating Committee Chair	$	Nil
Audit Committee Membership	$	Nil
Governance, Compensation and Nominating Committee Membership	$	Nil
Meeting Fees ........................... Board / Committee Meeting	$	Nil

_____ Notes:

(1) Paid 50% in cash and 50% in RSUs. Directors may elect to take up to 100% of their annual retainer in RSUs.

(2) Paid 50% in cash and 50% in RSUs. Lead Director may elect to take up to 100% of his or her annual retainer in RSUs.

DIRECTOR SHARE OWNERSHIP GUIDELINES

We have established director share ownership guidelines for directors to further align the interests of such directors with those of our Shareholders. The ownership guidelines establish minimum equity ownership levels for each of our directors based on a multiple of their annual Board retainer. Such directors will be expected to meet the prescribed ownership levels within five years of the later of (i) completion of the IPO and (ii) the date of their appointment to the Board. Shares and the value of RSUs and other share-based awards will be included in determining an individual’s equity ownership value. The ownership guideline for the directors is 3.0x their Board retainer, which currently equates to $300,000.

DIRECTORS’ HEDGING POLICY

Our insider trading policy prohibits all directors of Anaergia from selling “short” or selling “call options” on any of our securities and from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in the market value of equity securities granted to such directors as compensation or of any other securities of Anaergia held directly or indirectly by such person.

DIRECTOR COMPENSATION TABLE

The following table sets out the compensation that was earned by, paid to, or awarded to directors during Fiscal 2021 under the compensation arrangements described above.

NAME	FEESEARNED	TOTAL ($)	ALLOCATION OF	TOTALFEES
	BOARD RETAINER ($) BOARDLEAD DIRECTOR RETAINER ($) ALLOTHER COMPENSATION ($)(1)		IN CASH ($)	IN RSUs ($)(2)
Dr. Andrew Benedek	— — —	—	—	—
Dr. Diana Mourato Benedek	— — —	—	—	—
Peter Gross	50,000 — —	50,000	25,000	25,000
Francis J. McKenna	— 90,000 —	90,000	—	90,000
Douglas Fridrik Parkhill	90,000 — —	90,000	52,500	37,500
Alan Viterbi	90,000 — —	90,000	52,500	37,500
Richard Chow	50,000 — —]	50,000	25,000	25,000

Notes:

(1) There were no share-based awards, option-based awards, non-equity incentive plan compensation or any other compensation paid to the directors.

(2) Reflects the fair value of RSUs granted to the directors during Fiscal 2021 based on the fair market value of the Shares underlying the RSUs on the date of grant.

OUTSTANDING SHARE-BASED AWARDS

The following table sets out information on the outstanding Options and RSUs held by non-management directors as of December 31, 2021.

NAME		SHARE-BASEDAWARDS
	NUMBER OFSHARE-BASED AWARDSTHATHAVENOT VESTED	MARKET ORPAYOUTVALUE OF SHARE-BASEDAWARDSTHAT HAVENOTVESTED	MARKET ORPAYOUTVALUE OF VESTEDSHARE-BASEDAWARDS NOTPAIDOUT ORDISTRIBUTED(1)
Dr. Diana Mourato Benedek	—	—	$2,020,000
Peter Gross	1,256	25,371	—
Francis J. McKenna	5,171	104,454	$226,462
Douglas Fridrik Parkhill	2,155	43,531	—
Alan Viterbi	2,155	43,531	—
Richard Chow	1,256	25,371	—

Notes:

(1) For the purposes of attributing a market value to the Shares underlying the share-based awards, being Options and RSUs, the value is calculated based on the closing price per Share of $20.20 on December 31, 2021, the last trading day of Fiscal 2021. This amount may not represent the actual value of the share-based awards upon distribution, as the value of the Shares underlying these awards may be of greater or lesser value on vesting based on the market value of the Shares at that time.

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

NAME	SHARE-BASEDAWARDS– VALUE VESTEDDURING THEYEAR(1)
Dr. Diana Mourato Benedek	—
Peter Gross	—
Francis J. McKenna	—
Douglas Fridrik Parkhill	—
Alan Viterbi	—
Richard Chow	—

Note:

(1) This amount may not represent the actual value of the share-based awards upon distribution, as the value of the Shares underlying these awards may be of greater or lesser value on vesting based on the market value of the Shares at that time.

EXECUTIVE COMPENSATION

INTRODUCTION

The following discussion describes the significant elements of the compensation that the Board has adopted for our Named Executive Officers (“ NEO s”). The Board is confident that the policies and practices in place support our overarching strategic business and financial objectives, while enabling us to attract, retain and motivate our executive team as we continue to grow.

NAMED EXECUTIVE OFFICERS FOR FISCAL 2021

Our NEOs in respect of Fiscal 2020 were the following individuals:

	Named Executive Officer	Title
	Dr. Andrew Benedek Hani El-Kaissi Dr. Yaniv Scherson Juan Josse Arun Sharma	Chief Executive Officer
		Chief Financial Officer
		Chief Operating Officer
		Chief Engineer
		Global Lead, Build-Own-Operate Financing

COMPENSATION DISCUSSION AND ANALYSIS

Overview

We operate in a highly competitive and evolving market. To succeed in this market and achieve our strategic business and financial objectives, we need to attract, retain and motivate a highly talented executive team. Our executive compensation program is designed to achieve the following objectives:

provide compensation opportunities in order to attract and retain talented, high-performing and experienced executive officers, whose knowledge, skills and performance are critical to our success;
motivate our executive team to achieve our strategic business and financial objectives;
align the interests of our executive officers with those of our Shareholders by tying a meaningful portion of compensation directly to the long-term value and growth of our business; and
provide incentives that encourage appropriate levels of risk-taking by our executive team.

We offer our executive officers cash compensation in the form of base salary and an annual bonus, and equity-based compensation which, prior to completion of the IPO, was awarded in the form of stock options under the Legacy Option Plan (as defined below). Following completion of the IPO, we have and expect to continue to grant to our executive officers long-term incentives consisting of stock options (“ Options ”), performance share units (“ PSUs ”) and/or restricted share units (“ RSUs ”) under the Omnibus Plan (as defined below). We believe that these equity-based compensation awards motivate our executive officers to achieve our strategic business and financial objectives, and also align their interests with the long-term interests of our Shareholders.

While we have determined that our current executive officer compensation program is effective at attracting and maintaining executive officer talent, we evaluate our compensation philosophy and compensation program on an ongoing basis to ensure that we are providing competitive compensation opportunities.

Compensation-Setting Process

The GCN Committee is responsible for assisting our Board in fulfilling its governance and supervisory responsibilities, and overseeing our human resources, succession planning and compensation policies, processes and practices. The GCN Committee is also responsible for ensuring that our compensation policies and practices provide an appropriate balance of risk and reward consistent with our risk profile.

Our Board has adopted a written charter for the GCN Committee setting out its responsibilities for administering our compensation programs and reviewing and making recommendations to our Board concerning the level and nature of the compensation payable to our directors and executive officers. The GCN Committee’s oversight includes reviewing objectives, evaluating performance and ensuring that total compensation paid to our executive officers, personnel who report directly to our CEO and various other key officers and managers is fair, reasonable and consistent with the objectives and philosophy of our compensation program. See also “Our Approach to Corporate Governance – Committees of our Board – GCN Committee.”

Our CEO makes recommendations to the GCN Committee each year with respect to the compensation for the other NEOs.

The GCN Committee meets annually to review the compensation program and make recommendations for any changes to the Board, as appropriate. As part of the GCN Committee’s annual review of the compensation program, the committee may engage an independent compensation consultant to evaluate the Company’s executive compensation program against market practice. In Fiscal 2021, the Company hired Willis Towers Watson (“WTW”), an independent compensation consultant, to assist with the development of a compensation framework for Fiscal 2021 and beyond. WTW’s mandate was to provide independent advice to the GCN Committee on executive compensation matters, including identifying an applicable compensation comparator group, benchmarking executive compensation, reviewing shortterm and long-term incentive plan design vehicles and metrics, assessing compensation risk and compensation governance. The Company did not retain any other compensation consultants in Fiscal 2021.

The fees billed by WTW during Fiscal 2021 are provided in the table below:

Executive Compensation-Related Fees(1)................ AllOther Fees(2).......................................................		Fiscal 2021 $41,000 $61,538	Fiscal 2021 $41,000 $61,538


Total Fees...............................................................		$102,538

Notes:

(1) Represents the approximate aggregate fees billed by WTW for services related to determining compensation for any of the Company’s directors and executive officers.

(2) Represents the approximate aggregate fees billed for all other services provided by WTW that are not reported under “Executive Compensation-Related Fees”.

RISK AND EXECUTIVE COMPENSATION

In reviewing our compensation policies and practices each year, the GCN Committee seeks to ensure that our executive compensation program provides an appropriate balance of risk and reward consistent with the risk profile of the Company. The GCN Committee also seeks to ensure that the Company’s compensation practices do not encourage excessive risk-taking behaviour by our executive team.

GOVERNANCE POLICIES

The Board has established a number of policies which we believe are in the best interests of our Shareholders. The policies are also widely observed in the market among other listed companies.

Share Ownership Guidelines

Our executive officers, including the NEOs, are expected to maintain a significant equity investment in Anaergia to align their interests with those of our Shareholders, and mitigate against the likelihood of inappropriate risk-taking.

The share ownership guidelines define a minimum equity ownership level based on a multiple of base salary in accordance with the executive officer’s level of seniority. Executive officers are expected to meet the prescribed ownership levels within five years of June 23, 2021 (the closing of our IPO), or the date of their appointment to an executive position, whichever is later.

In assessing progress towards the guideline, Shares that are beneficially owned along with the value of RSUs and Options will be counted.

The following table shows the share ownership guidelines that apply to our current NEOs as at May 5, 2022:

Level	Named Executive Officer	Share Ownership Guideline (% salary)	Date at which Share Ownership Guideline is to be met	Has Share Ownership Guideline been met?
Chief Executive Officer	Dr. Andrew Benedek	300%	June 23, 2026	Achieved
Chief Financial Officer	Hani El-Kaissi	300%	June 23, 2026	Achieved
Chief Operating Officer	Dr. Yaniv Scherson	300%	June 23, 2026	Achieved
Other Executive Officers	Juan Josse	300%	June 23, 2026	Achieved
Other Executive Officers	Arun Sharma	300%	June 23, 2026	Achieved

Trading Restrictions

Anaergia has a comprehensive insider trading policy which applies to all of our directors and employees, including our executive officers. The policy:

prohibits trading in our securities while in possession of material undisclosed information about the Company; and
prohibits individuals from entering into certain types of hedging transactions involving the securities of the Company, such as short sales, puts and calls.

In addition, our executive officers, including the NEOs, are only permitted to trade in the Company’s securities during prescribed trading windows and as otherwise permitted under the insider trading policy.

Clawback Policy

Anaergia has a clawback policy which applies to incentive awards made to current and former executive officers, including the NEOs, and other individuals as determined by the Board from time to time in its sole discretion.

The Board has defined a number of reasons for which it may pursue a clawback of a covered individual’s incentive awards. Under our clawback policy, a clawback may be triggered, without limitation, if a covered individual:

engages in misconduct that results in the need to restate our financial statements where the individual received an award calculated on the achievement of those financial statements and the award received would have been lower had the financial statements been properly reported;
commits a material breach of our Code of Conduct;
engages in gross negligence, fraud, theft, dishonesty or willful misconduct; or

is convicted of a criminal offence or certain statutory offences.

The clawback policy requires that when a clawback is triggered, Anaergia shall be entitled, at the sole discretion of the Board, to repayment by the covered individual of all of the incentive payments received over a specified period preceding the triggering event. The GCN Committee will continue to keep this policy under review as part of its regular risk review.

COMPONENTS OF COMPENSATION

The compensation of our executive officers includes three major elements: (i) base salary; (ii) short-term incentives, consisting of an annual bonus; and (iii) long-term equity incentives, consisting of stock options, PSUs and/or RSUs granted from time to time under the Omnibus Plan. Perquisites and benefits do not comprise a significant element of compensation for our executive officers.

Base Salaries

Base salary is provided as a fixed source of compensation for our executive officers. Base salaries are determined on an individual basis taking into account the scope of the executive officer’s responsibilities and their prior experience. Base salaries are reviewed annually by the Board and may be increased based on the executive officer’s success in meeting or exceeding individual objectives, as well as to maintain market competitiveness. In addition, base salaries can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope or breadth of an executive officer’s role or responsibilities.

Annual Bonuses

Annual bonuses are designed to motivate our executive officers to meet our strategic business and financial objectives generally and our annual financial performance targets in particular. Annual bonus targets are set as a percentage of the relevant executive officer’s base salary, which varies based on his or her position, if financial performance targets are achieved. Individual annual bonus payouts will be higher or lower than the target amount depending on the level of achievement of the applicable performance targets. We currently make annual bonus payments in cash and may make a portion of such payments in RSUs in the future. Additionally, the Company may, from time to time, permit our executive officers and other employees to elect to defer all or a portion of the annual bonus to be received in cash in the form of RSUs. If such an election is made, the participant will generally be provided with 30% more RSUs than the RSUs that would be equivalent to the applicable cash payment. Bonus payments are determined by the Board on the recommendation of the GCN Committee.

	Named Executive Officer Fiscal 2021 Target Bonus (% base salary)
	Dr. Andrew Benedek 70%

	Hani El-Kaissi 50%
	Dr. Yaniv Scherson 50%

	Juan Josse 40%
	Arun Sharma 40%

See “Summary Compensation Table”.

LONG-TERM INCENTIVE PLANS

Omnibus Equity Incentive Plan

In connection with our IPO, we established the Omnibus Equity Incentive Plan (the “ Omnibus Plan ”). The Omnibus Plan provides eligible participants with compensation opportunities that encourage ownership of the Subordinate Voting Shares, enhance our ability to attract, retain and motivate our executive officers and other key management and incentivize them to increase our long-term growth and equity value in alignment with the interests of shareholders. The material features of the Omnibus Plan are summarized below

Administration and Eligibility

The Omnibus Plan is administered by our Board, provided that the Board may, in its discretion, delegate its administrative powers under the Omnibus Plan to the GCN Committee. The day-to-day administration of the Omnibus Plan may be delegated to such officers and employees of the Company as the Board determines.

The Board approves all grants of awards to eligible participants under the Omnibus Plan. Employees, officers, directors and consultants of the Company and its subsidiaries are eligible to participate in the Omnibus Plan

Subordinate Voting Shares Subject to the Omnibus Plan and Participation Limits

The maximum number of Subordinate Voting Shares that are available for issuance under the Omnibus Plan as of December 31, 2021 was 2,366,748, representing approximately 4.0% of the issued and outstanding Shares as of December 31, 2021.

Subordinate Voting Shares underlying Options that have been exercised, expired or have been cancelled will become available for subsequent issuance under the Omnibus Plan. Subordinate Voting Shares underlying RSUs, PSUs and Dividend Share Units (as defined below) that have expired or have been cancelled or settled will become available for subsequent issuance under the Omnibus Plan. As a result, the Omnibus Plan is considered an evergreen plan pursuant to the rules of the TSX. The TSX requires that we seek approval of all unallocated awards under the Omnibus Plan every three years from a majority of the votes cast by shareholders.

The aggregate number of Subordinate Voting Shares issued to insiders of the Company within any one (1) year period under the Omnibus Plan, together with any other security-based compensation arrangement of the Company, cannot exceed 10% of the aggregate outstanding Shares. In addition, the aggregate number of Subordinate Voting Shares issuable to insiders of the Company at any time under the Omnibus Plan, together with any other security-based compensation arrangement of the Company, cannot exceed ten percent (10%) of the aggregate outstanding Shares.

As at December 31, 2021, 3,426,395 Options, 81,993 RSUs, no PSUs and no Dividend Share Units have been granted under the Omnibus Plan (net of exercised and cancelled awards) representing approximately 6.0% of the issued and outstanding Shares as of that date, and 2,366,748 Subordinate Voting Shares remain available for future issuance under the Omnibus Plan, representing approximately 4.0% of the issued and outstanding Shares as of that date.

No more than five percent (5%) of the Subordinate Voting Shares may be issued under the Omnibus Plan alone, or when combined with any other security-based compensation arrangement of the Company, to any one person.

Options

The exercise price for Options will be determined by the Board, which may not be less than the fair market value of a Subordinate Voting Share (being the closing price of a Subordinate Voting Share on the TSX on the last trading day immediately prior to the applicable date (the “ Market Value ”)) on the date the Option is granted. However, if an Option is approved during a blackout period, the grant date will not be earlier than the

sixth trading day immediately following the expiration of the blackout period and the exercise price will not be less than the volume-weighted average trading price of the Subordinate Voting Shares on the TSX on the five trading days immediately preceding the grant date. Options will vest in accordance with the vesting schedule established by the Board on the grant date, which is generally expected to be 20% on each anniversary of the grant date.

Options must be exercised within a period fixed by the Board that may not exceed 10 years from the date of grant, provided that if the expiry date falls during a blackout period, the expiry date will be automatically extended until 10 business days after the end of the blackout period. The Omnibus Plan will also provide for earlier expiration of Options upon the occurrence of certain events, including the termination of a participant’s employment or service.

In order to facilitate the payment of the exercise price of the Options, the Omnibus Plan contains a cashless exercise feature. Pursuant to the cashless exercise feature, to the extent permitted by the Board and as permitted by applicable law, a participant may elect to receive (i) an amount in cash equal to the cash proceeds realized upon the sale of the Subordinate Voting Shares underlying the Options by a securities dealer in the capital markets, minus the aggregate exercise price, any applicable withholding taxes and any transfer costs charged by the securities dealer, (ii) an aggregate number of Subordinate Voting Shares that is equal to the number of Subordinate Voting Shares underlying the unexercised Options, minus the number of Subordinate Voting Shares sold by a securities dealer in the capital markets as required to realize cash proceeds equal to the aggregate exercise price, any applicable withholding taxes and any transfer costs charged by the securities dealer, or (iii) a combination of clauses (i) and (ii). Additionally, vested Options can be exercised by payment in full of the applicable exercise price in cash or by certified check, bank draft or money order payable to the Company or by such other means as might be specified from time to time by the Board.

RSUs and PSUs

An RSU is a right to acquire a Subordinate Voting Share or, at the discretion of the Company, a cash payment equal to the Market Value thereof that generally becomes vested, if at all, following a period of continuous employment or service. PSUs are similar to RSUs, but their vesting is, in whole or in part, conditioned on the attainment of specified performance metrics as may be determined by the Board. Directors who are neither employees nor consultants are not eligible to receive PSUs under the Omnibus Plan.

The terms and conditions of grants of RSUs or PSUs, including the quantity, type of award, grant date, vesting conditions, vesting schedule, settlement date and other terms and conditions with respect to the awards, will be set out in the participant’s grant agreement. RSUs will vest in accordance with the vesting schedule established on the grant date, which is generally expected to be on the third anniversary of the grant date. In the case of PSUs, the performance period is generally expected to be 3 years with vesting to occur on the third anniversary of the grant date, subject to the attainment of the performance-related vesting conditions, which may include our financial or operational performance, total shareholder return, individual performance criteria or other criteria as determined by our Board.

Subject to the achievement of the applicable vesting conditions, on the settlement date of an RSU or PSU, we will either (i) issue from treasury the number of Subordinate Voting Shares covered by the RSUs or PSUs and related Dividend Share Units, or (ii) deliver to the participant an amount in cash that is equal to the number of Subordinate Voting Shares underlying the RSUs or PSUs and related Dividend Share Units multiplied by the Market Value as at the vesting date, minus any applicable withholding taxes.

Dividend Share Units

When dividends (other than share dividends) are paid on Shares, additional share units (“ Dividend Share Units ”) will be automatically granted to each participant who holds RSUs or PSUs on the record date for such dividends. This treatment does not apply to Options. The number of Dividend Share Units to be granted to a participant is equal to the aggregate number of RSUs and PSUs held by the participant on the relevant record date multiplied by the amount of the dividend paid by the Company on each Share, and then divided by the Market Value of the Shares on the dividend payment date. Dividend Share Units granted to a participant will be subject to the same vesting conditions applicable to the related RSUs or PSUs.

Termination of Employment

Unless otherwise determined by our Board, upon a participant’s termination of employment or services for cause, or a participant’s resignation (except with respect to a participant who is a non-employee director), all rights, title and interest in awards granted to the participant under the Omnibus Plan that are outstanding on the termination date (whether vested or unvested) will be forfeited. If a participant is a non-employee director and resigns, Options that have vested as of the termination date may be exercised until the earlier of 90 days after the termination date and the expiry date of the Options, after which time all remaining vested Options will expire and any vested RSUs and PSUs (and related Dividend Share Units) will be settled.

Unless otherwise determined by the Board, upon a participant’s termination of employment or services without cause, all rights, title and interest in Options granted to the participant under the Omnibus Plan that are unvested on the termination date will be forfeited. Options that have vested as of the termination date may be exercised until the earlier of 90 days after the termination date and the expiry date of the Options, after which time all remaining vested Options will expire.

Unless otherwise determined by the Board, upon a participant’s termination of employment or services as a result of death or disability, all rights, title and interest in Options granted to the participant under the Omnibus Plan which are unvested on his or her last day of employment or services, will be forfeited. Options that have vested as of the last day of employment or services may be exercised until the earlier of 12 months after the last day of employment or services and the expiry date of the Options, after which time all Options will expire.

Unless otherwise determined by the Board, upon a participant’s termination of employment or services without cause or as a result of death or disability, a pro rata portion of the participant’s unvested RSUs and PSUs (and related Dividend Share Units) will vest and be settled. The number of unvested RSUs and related Dividend Share Units that will vest and be settled will be based on the number of days elapsed between the grant date and the termination date and the number of PSUs and related Dividend Share Units that will vest and be settled will be based on performance achieved up to the last completed fiscal year prior to the termination date.

Change of Control

If a participant’s employment is terminated without cause within 12 months following a change of control of the Company, all RSUs and PSUs (and related Dividend Share Units) granted to the participant under the Omnibus Plan will immediately vest and be settled (based on the performance achieved up to the termination date in respect of PSUs) and all Options will immediately vest and be exercisable until the earlier of 12 months after the termination date and the expiry date of the Options, after which time all Options will expire.

In the event of a change of control of the Company, our Board has the authority to take all necessary steps to ensure the preservation of the economic interests of the participants in, and to prevent the dilution or enlargement of, any awards granted under the Omnibus Plan, including ensuring that the Company or any entity which is or would be the successor to the Company or which may issue securities in exchange for the Subordinate Voting Shares upon the change of control will assume each outstanding award, or provide each participant with new, replacement or amended awards which will continue to vest following the change of control on similar terms and conditions as provided in the Omnibus Plan, failing which all outstanding awards will vest and be settled (having regard to the performance achieved prior to the change of control in respect of PSUs) or be exercisable, as applicable, prior to the date on which the change of control is consummated.

Adjustments

In the event of any corporate event or transaction involving the Company or an affiliate, such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, splitup, spin-off, combination of shares, exchange of shares, dividend in kind, extraordinary cash dividend, amalgamation or other like change in capital structure (other than normal cash dividends to shareholders), or any similar corporate event or transaction (collectively, “ Adjustment Events ”), the Board, to prevent dilution or enlargement of participants’ rights under the Omnibus Plan, will substitute or adjust, in its sole discretion: (i) the number and kind of shares or other securities that may be granted pursuant to awards; (ii) the number

and kind of shares or other securities subject to outstanding awards; (iii) the exercise price applicable to outstanding Options; (iv) the number of RSUs and PSUs (and related Dividend Share Units) in the participants’ share unit accounts; (v) the vesting of PSUs (and related Dividend Share Units); and/or (vi) other value determinations (including performance conditions) applicable to the Omnibus Plan or outstanding awards; provided however, that no adjustment will obligate the Company to issue or sell fractional securities.

Amendment or Discontinuance

The Board will be able to amend any award outstanding under the Omnibus Plan or amend, suspend or terminate the Omnibus Plan, or any portion thereof, subject to applicable law and stock exchange rules that require the approval of shareholders or any governmental or regulatory body, provided that no such action may be taken that materially adversely alters or impairs any rights of a participant under any award previously granted by us without the consent of such affected participant.

The Board will be able to make amendments to the Omnibus Plan or to any award outstanding thereunder without seeking shareholder approval, including, without limitation, housekeeping amendments, amendments to comply with applicable law or stock exchange rules, amendments necessary for awards to qualify for favourable tax treatment, amendments to include or modify a cashless exercise feature, amendments to the vesting, termination or early termination provisions of the Omnibus Plan, amendments to reduce or restrict participation in the Omnibus Plan or amendments necessary to suspend or terminate the Omnibus Plan. However, the following types of amendments will not be able to be made without obtaining shareholder approval:

increasing the number of Subordinate Voting Shares reserved for issuance under the Omnibus Plan, except pursuant to an Adjustment Event;
removing or exceeding the insider participation limits;
permitting awards to be transferred or assigned other than for normal estate settlement purposes;
permitting the introduction or reintroduction of non-employee directors as eligible recipients of awards on a discretionary basis or increasing the limits previously imposed on non-employee director participation;
increasing the length of the period after a blackout period during which Options may be exercised;
reducing the exercise price of an Option or allowing for the cancellation and reissuance of an Option, which would be considered a repricing under the rules of the TSX, in each case, except pursuant to an Adjustment Event;
any amendment which would result in the exercise price for any Option being lower than the fair market value of the Subordinate Voting Shares at the grant date of the Option;
extending the expiry date of an award, except for an automatic extension of an award that expires during a blackout period;
any amendment which deletes or reduces the range of amendments which require approval by the shareholders of the Company under the amendment provision of the Omnibus Plan; or
any amendments required to be approved by security holders under applicable law or the rules, regulations and policies of the TSX.

Assignment

Except as required by law or otherwise determined by the Board, the rights of a participant under the Omnibus Plan are not transferable or assignable.

Legacy Option Plan

The Company has previously granted options under its Legacy Option Plan (each, a “ Legacy Option ”) to certain directors, officers and employees. Each outstanding Legacy Option represents a right to acquire a Subordinate Voting Share. The following discussion is qualified in its entirety by the full text of the Legacy Option Plan. No further equity-based incentive awards have been granted under the Legacy Option Plan since our IPO, and the Legacy Option Plan will be terminated following the exercise or expiry of all remaining outstanding Legacy Options. The material features of the Legacy Option Plan are summarized below.

As of December 31, 2021, 3,426,395 Legacy Options were outstanding under the Legacy Option Plan, representing approximately 5.5% of the aggregate number of Shares issued and outstanding on a fully-diluted basis as of such date.

Administration and Eligibility

The Legacy Option Plan is administered by the Board, provided that the Board may, in its discretion, delegate its administrative powers under the Legacy Option Plan to the GCN Committee. The day-to-day administration of the Legacy Option Plan may be delegated to such officers and employees of the Company as the Board determines.

Employees, officers, directors and consultants of the Company and its subsidiaries are eligible to participate in the Legacy Option Plan.

Options

The exercise price for each of the Legacy Options issued under the Legacy Option Plan is $0.01 per share and Legacy Options must be exercised before the earlier of the fifteenth anniversary of the date of grant and December 31, 2025, unless forfeited earlier in connection with a termination of employment or service. Notwithstanding the foregoing, each Legacy Option that would expire during a blackout period will expire on the date that is 10 business days immediately following the expiration of the blackout period. The Legacy Options vest in accordance with the vesting schedule established on the grant date, which is generally 25% on each anniversary of the grant date. All vested Legacy Options became exercisable in connection with closing of our IPO.

Termination of Employment or Services

Unless otherwise determined by our Chief Executive Officer, upon a participant’s termination of employment or services for cause, or resignation (except with respect to a participant who is a non-employee director), all rights, title and interest in Legacy Options granted to the participant under the Legacy Option Plan that are outstanding on the termination date (whether vested or unvested) will be forfeited.

Unless otherwise determined by the Chief Executive Officer, upon a participant’s termination of employment or services without cause, all rights, title and interest in Legacy Options granted to the participant under the Legacy Option Plan that are unvested on the termination date will be forfeited. Legacy Options that have vested as of the last day of employment or services may be exercised until the earlier of 90 days after the last day of employment or services and the expiry date of the Legacy Options, after which time all Legacy Options will expire.

Unless otherwise determined by the Chief Executive Officer, upon a participant’s termination of employment or services as a result of death, all rights, title and interest in Legacy Options granted to the participant under the Legacy Option Plan which are unvested on his or her last day of employment or services, will be forfeited. Legacy Options that have vested as of the last day of employment or services may be exercised until the earlier of 12 months after the last day of employment or services and the expiry date of the Legacy Options, after which time all Legacy Options will expire.

If a participant’s employment is terminated without cause on or within 12 months following a change of control of the Company and before the expiry of the participant’s Legacy Options, all unvested Legacy Options held

by the participant will immediately vest. The participant may within 12 months after his or her termination date, or such shorter period as is remaining in the term of the Legacy Options, exercise all Legacy Options held by the participant on his or her termination date. At the end of such 12-month period or such shorter period as is remaining in the term of the Legacy Options, all unexercised Legacy Options will expire.

Change of Control

In the event of a change of control of the Company, our Board has the authority to take all necessary steps to ensure the preservation of the economic interests of the participants in, and to prevent the dilution or enlargement of, any awards granted under the Legacy Option Plan, including ensuring that the Company or any entity which is or would be the successor to the Company or which may issue securities in exchange for the Subordinate Voting Shares upon the change of control will assume each outstanding award, or provide each participant with new, replacement or amended awards which will continue to vest following the change of control on similar terms and conditions as provided in the Legacy Option Plan, failing which all outstanding awards will vest and be exercisable prior to the date on which the change of control is consummated.

Assignment

Except as required by law or otherwise determined by the Board, the rights of a participant under the Legacy Option Plan are not transferable or assignable.

Benefit Plans

We provide our executive officers, including our NEOs, with life, disability, health and dental insurance programs on the same basis as other employees as well as paid time off. We offer these benefits consistent with local market practice.

Perquisites

We generally do not offer significant perquisites as part of our compensation program, unless otherwise described below under “– Employment Agreements, Termination and Change of Control Benefits”.

SUMMARY COMPENSATION TABLE

The table below shows the compensation paid to the NEOs in respect of the Company’s more recently completed financial year in accordance with applicable securities laws. As the Company became a reporting issuer during Fiscal 2021, compensation information for prior financial years is not presented.

Name and Principal Position	Fiscal Year	Salary	Share- Based Awards	Option- Based Awards Non-Equity Incentive Plan Compensation All Other Compensation(2)(3) Annual Incentive Plans Long-Term Incentive Plans	Option- Based Awards Non-Equity Incentive Plan Compensation All Other Compensation(2)(3) Annual Incentive Plans Long-Term Incentive Plans	Total Compensation
Dr. Andrew Benedek(1)	2021	$434,618	—	— $41,667	— —	$476,285
Chief Executive Officer
Hani El-Kaissi Chief Financial Officer	2021	$393,265	—	— $80,750	— $15,727	$489,742
Dr. Yaniv Scherson(1)(4)	2021	$370,327	—	— $86,900	— $9,939	$467,166
Chief Operating Officer
Juan Josse(1) Chief Engineer	2021	$352,084	—	— $57,902	— $14,350	$424,336
Arun Sharma(1)	2021	$331,782	—	— $54,480	— $12,758	$399,020
Global Lead, Build-Own-
Operate Financing

Notes:

(1) Figures are presented in Canadian dollars and have been converted from United States dollars using the exchange rate in effect on December 31, 2021 of US$1.00 = C$1.2640.
(2) The amounts represented under “All Other Compensation” comprise Company-matched contributions to the NEO’s retirement plan, DPSP contributions for Canadian NEOs and 401(k) contributions for U.S. NEOs.
(3) None of the NEOs are entitled to perquisites or other personal benefits which, in the aggregate, are worth over $50,000 or over 10% of their base salary.
(4) Dr. Yaniv Scherson was promoted from Managing Director to Chief Operating Officer on March 1, 2021.

Termination and Change of Control Benefits

For a summary of the termination and change of control benefits provided under each long-term incentive plan, please refer to the section “– Components of Compensation – Long-Term Incentive Plans” above. For a summary of the termination benefits provided under the NEOs’ employment agreements, please refer to the section “Employment Agreements, Termination and Change of Control Benefits” below.

Securities Authorized for Issuance Under Equity Compensation Plans

PLANCATEGORY	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS AND RIGHTS(1)(2) WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS(1)(2)	NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE(1)(2)
Equity compensation plans	Options: 3,426,395 Options: $0.01	2,366,748
previously approved by Shareholders	RSUs: 81,993 RSUs: N/A
Equity compensation plans not previously approved by Shareholders	N/A N/A	N/A
Total	Options and RSUs: Options: $0.01	2,366,748
	3,508,388 RSUs: N/A

Notes:

(1) As at December 30, 2021.

(2) Includes (i) stock options and RSUs under the Omnibus Plan and (ii) stock options under the Legacy Option Plan.

EMPLOYMENT AGREEMENTS, TERMINATION AND CHANGE OF CONTROL BENEFITS

We have written employment agreements with each of our NEOs and each executive is entitled to receive compensation established by us as well as other benefits in accordance with plans available to the most senior employees. Descriptions of the employment agreements in respect of each of our NEOs is provided below.

Dr. Andrew Benedek, Chief Executive Officer

Dr. Benedek’s employment agreement provides for a base salary, a discretionary performance bonus and benefits. Dr. Benedek must be an active employee on the date bonuses are to be paid to be eligible to receive any bonus entitlement. The bonus program includes a clawback provision on any bonus amounts with respect to a prior calendar year if Dr. Benedek leaves the Company prior to April 1 following the end of the bonus year, including forfeiture of bonus-related RSUs.

Under Dr. Benedek’s employment agreement, if he resigns or is terminated for cause, he will not be entitled to any severance, notice or payment in lieu of notice or similar payment in respect of such termination or resignation, other than payment of his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation. If Dr. Benedek is terminated without cause, he is entitled to severance equal to six months of his salary, which shall be paid within six months of his termination.

Mr. Benedek’s employment agreement also contains customary confidentiality and non-disclosure covenants and certain restrictive covenants that will continue to apply following the termination of his employment, including non-solicitation covenants that are in effect during Dr. Benedek’s employment and for the 12 months following termination of his employment.

Hani El-Kaissi, Chief Financial Officer

Mr. El-Kaissi’s employment agreement provides for base salary, a discretionary performance bonus and benefits. Mr. El-Kaissi must be an active employee on the date bonuses are to be paid to be eligible to receive any bonus entitlement.

Under Mr. El-Kaissi’s employment agreement, if he resigns or is terminated for cause, he will not be entitled to any severance, notice or payment in lieu of notice or similar payment in respect of such termination or resignation, other than payment of his accrued and unpaid base salary and vacation pay up to the termination date and any payments required by applicable employment standards legislation. If Mr. El-Kaissi is terminated without cause, he is entitled to notice or pay in lieu of notice equal to 18 months’ salary. If Mr. El-Kaissi commences employment during the 18 months following termination with another person or entity that is not our direct competitor, he will receive a lump sum payment equal to 50% of the salary continuation otherwise payable during the unexpired portion of the notice period. In the event Mr. El-Kaissi secures employment with our direct competitor or competes with us on his own account during the notice period, all salary continuation payments will cease immediately.

Mr. El-Kaissi’s employment shall end without notice or payment in lieu of notice upon his death or permanent long-term disability. Mr. El-Kaissi’s employment agreement also contains customary confidentiality and nondisclosure covenants and certain restrictive covenants that will continue to apply following the termination of his employment, including non-solicitation covenants that are in effect during Mr. El-Kaissi’s employment and for the 18 months following termination of his employment.

Dr. Yaniv Scherson, Chief Operating Officer

Dr. Scherson’s employment agreement provides for base salary and benefits. Dr. Scherson’s employment is on an at-will basis and may be terminated at any time with no entitlement to severance. Dr. Scherson’s employment agreement also contains customary confidentiality and non-disclosure covenants and certain restrictive covenants that will continue to apply following the termination of his employment, including restrictions on his ability to use our confidential information in order to solicit our employees.

Juan Josse, Chief Engineer

Mr. Josse’s employment agreement provides for base salary, a discretionary performance bonus and benefits. Mr. Josse’s employment is on an at-will basis and may be terminated at any time with no entitlement to severance. Mr. Josse’s employment agreement also contains customary confidentiality and non-disclosure covenants and certain restrictive covenants that will continue to apply following the termination of his employment, including restrictions on his ability to use our confidential information in order to solicit our employees, in each case subject to certain prescribed exceptions.

Arun Sharma, Global Lead, Build-Own-Operate Financing

Mr. Sharma’s employment agreement provides for base salary and benefits. Mr. Sharma’s employment is on an at-will basis and may be terminated at any time with no entitlement to severance. Mr. Sharma’s employment agreement also contains customary confidentiality and non-disclosure covenants and certain restrictive covenants that will continue to apply following the termination of his employment, including a restriction on his ability to use our confidential information in order to solicit our employees.

The table below shows the incremental payments that would be made to our current NEOs under the terms of their employment agreements upon the occurrence of certain events, if such events were to occur on December 31, 2021.

NAME ANDPRINCIPALPOSITION	SEVERANCE	OTHER PAYMENTS	TOTAL
Dr. Andrew Benedek(1) Termination other than	$252,800	—	252,800
President and Chief Executive Officer for cause
Hani El-Kaissi Chief Financial Officer Termination other than for cause	$593,025	—	$593,025
Dr. Yaniv Scherson Termination other than	—	—	—
Chief Operating Officer for cause
Juan Josse Chief Engineer Termination other than for cause	—	—	—
Arun Sharma Termination other than	—	—	—
Global Lead, Build-Own-Operate Financing for cause

Notes:

(1) Figures are presented in Canadian dollars and have been converted from United States dollars using the exchange rate in effect on December 31, 2021 of US$1.00 = C$1.2640.

OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS

The following table sets out information on all outstanding option-based awards held by each of our NEOs as of December 31, 2021. By virtue of these stock options and subject to the applicable vesting restrictions under the long-term incentive plans, the NEOs have the right to acquire Subordinate Voting Shares.

NAME ANDPRINCIPALPOSITION NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS		OPTION-BASEDAWARDS	OPTION-BASEDAWARDS
	OPTION EXERCISE PRICE	OPTIONEXPIRATION DATE	VALUE OF UNEXERCISED IN- THE-MONEY OPTIONS(1)
Dr. Andrew Benedek —	—	—	—
Chief Executive Officer
Hani El-Kaissi Chief Financial Officer 410,000	$0.01	December 31, 2025	$8,277,900
Dr. Yaniv Scherson 400,000	$0.01	December 31, 2025	$8,076,000
Chief Operating Officer
Juan Josse Chief Engineer 340,000	$0.01	December 31, 2025	$6,864,600
Arun Sharma 340,000	$0.01	December 31, 2025	$6,864,600
Global Lead, Build-Own-Operate Financing

Note:

(1) The value of unexercised in-the-money options is calculated based on the closing price per Share of $20.20 on December 31, 2021, the last trading day of Fiscal 2021, less the exercise price.

The following table sets out information on all unvested RSUs held by each of our NEOs as of December 31, 2021. There are no PSUs or Dividend Share Units held by any of our NEOs.

NAME ANDPRINCIPALPOSITION NUMBEROF RSUS THATHAVENOT VESTED	SHARE-BASEDAWARDS	SHARE-BASEDAWARDS
	PERFORMANCECYCLE	MARKETOR PAYOUTVALUE OF RSUS THAT HAVENOT VESTED(1)	MARKETOR PAYOUTVALUE OF VESTED RSUS NOT PAIDOUTOR DISTRIBUTED
Dr. Andrew Benedek —	—	—	—
Chief Executive Officer
Hani El-Kaissi Chief Financial Officer —	—	—	—
Dr. Yaniv Scherson —	—	—	—
Chief Operating Officer
Juan Josse Chief Engineer —	—	—	—
Arun Sharma —	—	—	—
Global Lead, Build-Own-Operate Financing

Notes:

(1) The market value of RSUs that have not vested is calculated based on the closing price per Share of $20.20 on December 31, 2021, the last trading day of Fiscal 2021.

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table indicates, for each of our NEOs, the value of the option-based awards and share-based awards vested in accordance with their terms during Fiscal 2021 and the value of the annual bonuses paid in respect of Fiscal 2021:

NAME ANDPRINCIPALPOSITION OPTION-BASEDAWARDS– VALUEVESTED OREARNED DURING THEYEAR(1)	SHARE-BASEDAWARDS– VALUEVESTEDDURING THE YEAR	NON-EQUITYINCENTIVEPLAN COMPENSATION– VALUE EARNEDDURING THEYEAR
Dr. Andrew Benedek Chief Executive Officer —	—	$41,667

Hani El-Kaissi Chief Financial Officer $302,850	—	$80,750
Dr. Yaniv Scherson Chief Operating Officer $757,125	—	$86,900

Juan Josse Chief Engineer $50,475	—	$57,902
Arun Sharma Global Lead, Build-Own-Operate Financing $100,950	—	$54,480

Note:

(1) Includes time vesting stock options that vested under the Legacy Option Plan and stock options that vested under the Omnibus Plan during Fiscal 2021. The value of stock options that vested during the fiscal year is calculated based on the closing price of the Subordinate Voting Shares on the applicable vesting date less the exercise price and is included in the table where the applicable closing price of the Subordinate Voting Shares exceeds the exercise price.

OTHER INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of our directors, executive officers, employees, former directors, former executive officers or former employees or any of our subsidiaries, and none of their respective associates, is or has within 30 days before the date of this Circular or at any time since the beginning of the most recently completed financial year been indebted to us or any of our subsidiaries or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by us or any of our subsidiaries.

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

To the knowledge of the directors and executive officers of Anaergia, no director or executive officer of the Company, any proposed nominee for election as director of the Company, or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described elsewhere in this Circular and in our most recent Annual Information Form under the heading “Interest of Management and Others in Material Transactions”, there are no material interests, direct or indirect, of any of our directors or executive officers, any shareholder that beneficially owns, or controls or directs (directly or indirectly), more than 10% of any class or series of our outstanding voting securities, or any associate or affiliate of any of the foregoing persons, in any transaction since the commencement of our most recently completed financial year or in any proposed transaction that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries.

SHAREHOLDER PROPOSALS

There are no shareholder proposals to be considered at the Meeting. The BCBCA permits certain eligible shareholders to submit shareholder proposals to us, which proposals may be included in a management information circular relating to an annual meeting of shareholders. The final date by which we must receive shareholder proposals for our annual meeting of shareholders to be held in 2023 is April 18, 2023.

ADDITIONAL INFORMATION

The Company is a reporting issuer under the applicable legislation of all of the provinces and territories of Canada and is required to file financial statements and information circulars with the various securities commissions. The Company has filed its Annual Information Form with those securities commissions which, among other things, contained all of the disclosure required by Form 52-110F1 under NI 52-110.

Additional copies of our latest Annual Information Form, this Circular and our consolidated financial statements and management’s discussion and analysis can be obtained upon request from the Company by writing to:

Investor Relations Anaergia Inc. 4210 South Service Road Burlington, Ontario L7L 4X5

Financial information is provided in our audited consolidated financial statements and management’s discussion and analysis for our most recently completed financial year. Additional information about or relating to the Company can also be found at investors.anaergia.com and on SEDAR at www.sedar.com.

CONTACTING THE BOARD OF DIRECTORS

Shareholders, employees and other interested parties may communicate directly with the Board through the Lead Independent Director by writing to:

Lead Independent Director Anaergia Inc. 4210 South Service Road Burlington, Ontario L7L 4X5

BOARD APPROVAL

The contents and sending of this Circular to Shareholders entitled to receive notice of the Meeting, to each director, to the auditors of the Company and to the appropriate securities regulatory authorities have been approved by the Board.

On behalf of the Board of Directors,

(signed) Dr. Andrew Benedek

Burlington, Ontario May 5, 2022

Dr. Andrew Benedek Chief Executive Officer

APPENDIX A

MANDATE OF THE BOARD OF DIRECTORS

1. Statement of Purpose

The Board of Directors (the “Board”) is responsible for the stewardship of Anaergia Inc. (“Anaergia”) and for supervising the management of the business and affairs of Anaergia. Accordingly, the Board acts as the ultimate decision-making body of Anaergia, except with respect to those matters that must be approved by the shareholders. The Board has the power to delegate its authority and duties to committees or individual members and to senior management as it determines appropriate, subject to any applicable law. The Board explicitly delegates to senior management responsibility for the day to day operations of Anaergia, including for all matters not specifically assigned to the Board or to any committee of the Board. Where a committee of the Board or senior management is responsible for making recommendations to the Board, the Board will carefully consider those recommendations.

2. Board Mandate

The directors’ primary responsibility is to act in good faith and to exercise their business judgment in what they reasonably believe to be the best interests of Anaergia. In fulfilling its responsibilities, the Board is, among other matters, responsible for the following:

Determining, from time to time, the appropriate criteria against which to evaluate performance, and set strategic goals and objectives within this context;
Monitoring performance against both strategic goals and objectives of Anaergia;
Appointing the CEO and other corporate officers;
Delegating to the CEO the authority to manage and supervise the business of Anaergia, including making any decisions regarding Anaergia’s ordinary course of business and operations that are not specifically reserved to the Board under the terms of that delegation of authority;
Determining what, if any, executive limitations may be required in the exercise of the authority delegated to management;
On an ongoing basis, satisfying itself as to the integrity of the CEO and other executive officers and that the CEO and the other executive officers create a culture of integrity throughout Anaergia;
Monitoring and evaluating the performance of the CEO and the other executive officers against the corporate objectives;
Succession planning;
Participating in the development of and approving a long-term strategic plan for Anaergia;
Reviewing and approving the business and investment objectives to be met by management and ensuring they are consistent with long-term goals;

Satisfying itself that Anaergia is pursuing a sound strategic direction in accordance with the corporate objectives;
Reviewing operating and financial performance results relative to established corporate objectives;
Approving an annual fiscal plan and setting targets and budgets against which to measure executive performance and the performance of Anaergia;
Ensuring that it understands the principal risks of Anaergia’s business, and that appropriate systems to manage these risks are implemented;
Ensuring that the materials and information provided by Anaergia to the Board and its committees are sufficient in their scope and content and in their timing to allow the Board and its committees to satisfy their duties and obligations;
Reviewing and approving Anaergia’s annual and interim financial statements and related management’s discussion and analysis, annual information form, annual report (if any) and management proxy circular;
Overseeing Anaergia’s compliance with applicable audit, accounting and reporting requirements, including in the areas of internal control over financial reporting and disclosure controls and procedures;
Confirming the integrity of Anaergia’s internal control and management information systems;
Approving any securities issuances and repurchases by Anaergia;
Determining the amount and timing of dividends to shareholders, if any;
Approving the nomination of directors;
Maintaining records and providing reports to shareholders;
Establishing committees of the Board, where required or prudent, and defining their respective mandates;
Approving the charters of the Board committees and approving the appointment of directors to Board committees and the appointment of the Chairs of those committees;
Satisfying itself that a process is in place with respect to the appointment, development, evaluation and succession of senior management;
Adopting a communications policy for Anaergia (including ensuring the timeliness and integrity of communications to shareholders, other stakeholders and the public and establishing suitable mechanisms to receive shareholder views); and
Monitoring the social responsibility, integrity and ethics of Anaergia.

3. Independence of Directors

The Board is comprised of an equal number of independent and non-independent members. For this purpose, a director is independent if he or she would be independent within the meaning of National Instrument 58-101 — Disclosure of Corporate Governance Practices, as the same may be amended from time to time. On an annual

basis, the Board will determine which of its directors is independent based on the rules of applicable stock exchanges and securities regulatory authorities and will publish its determinations in the management circular for Anaergia’s annual meeting of shareholders. Directors have an on-going obligation to inform the Board of any material changes in their circumstances or relationships that may affect the Board’s determination as to their independence and, depending on the nature of the change, a director may be asked to resign as a result.

At any time that Anaergia has a Chair of the Board who is not “independent” within the meaning of applicable securities laws and stock exchange rules, the Chair of the Board shall be responsible for ensuring that the directors who are independent of management have opportunities to meet without management present. Discussions are to be led by an independent director who will provide feedback subsequently to the Chair of the Board. Independent directors will be encouraged by the Chair of the Board to have open and candid discussions with the Chair.

4. Board Size

The Board is currently comprised of seven (7) members, five of which are independent and two of which are not independent. The Board will periodically review whether its current size is appropriate. The size of the Board will, in any case, be within the minimum and maximum number provided for in the BCBCA.

5. Committees

The Board will have an Audit Committee, and a Governance, Compensation and Nominating Committee (the “GCN Committee”), the charters of each of which will be as established by the Board from time to time. The Board may, from time to time, establish and maintain additional or different committees as it deems necessary or appropriate.

Circumstances may warrant the establishment of new committees, the disbanding of current committees or the reassignment of authority and responsibilities amongst committees. The authority and responsibilities of each committee are set out in a written mandate approved by the Board. At least annually, each mandate shall be reviewed and, on the recommendation of the GCN Committee, approved by the Board. Each committee Chair shall provide a report to the Board on material matters considered by the Committee at the next regular Board meeting following such Committee’s meeting.

5. Board Meetings

Agenda

The Chair is responsible for establishing the agenda for each Board meeting.

Frequency of Meetings

The Board will meet as often as the Board considers appropriate to fulfill its duties, but in any event at least once per quarter.

Responsibilities of Directors with Respect to Meetings

Directors are expected to regularly attend Board meetings and Committee meetings (as applicable) and to review in advance all materials for Board meetings and Committee meetings (as applicable).

Minutes

Regular minutes of Board and Committee proceedings will be kept and will be circulated on a timely basis to all directors and Committee members, as applicable, and the Chair (and to other directors, by request for review and approval).

Attendance at Meetings

The Board (or any Committee) may invite, at its discretion, non-directors to attend a meeting. Any member of management will attend a meeting if invited by the directors. The Chair may attend any Committee meeting.

Meetings of Independent Directors

After each meeting of the Board, the independent directors may meet without the nonIndependent Directors. In addition, separate, regularly scheduled meetings of the independent directors of the Board may be held, at which members of management are not present. The agenda for each Board meeting (and each Committee meeting to which members of management have been invited) will afford an opportunity for the independent directors to meet separately.

Residency

Applicable residency requirements will be complied with in respect of any Board or Committee meeting.

6. Communications with Shareholders and Others

The Board will ensure that there is timely communication of material corporate information to shareholders.

Shareholders and others, including other securityholders, may contact the Board with any questions or concerns, including complaints with respect to accounting, internal accounting controls, or auditing matters, by contacting the Chief Financial Officer of Anaergia at:

4210 South Service Road Burlington, Ontario, L7L 4X5

7. Service on other Boards and Audit Committees

The Board believes that its members should be permitted to serve on the boards of other public entities so long as these commitments do not materially interfere with and are not incompatible with their ability to fulfill their duties as a member of the Board.

8. Code of Conduct

The Board will adopt a Code of Business Conduct and Ethics (the “Code”). The Board expects all directors, officers and employees of Anaergia and its subsidiaries to conduct themselves in accordance with the highest ethical standards, and to adhere to the Code. Any waiver of the Code for directors or executive officers may only be made by the Board or one of its Committees and will be promptly disclosed by Anaergia, as required by applicable law, including the requirements of any applicable stock exchanges.

APPENDIX B

GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE CHARTER

1. Responsibility

The Governance, Compensation and Nominating Committee (the “ Committee ”) is responsible for:

regularly assessing the effectiveness of the Company’s Board of Directors (the “ Board ”), each of its committees and individual members;
identifying candidates qualified for election or appointment to the Board, other than candidates nominated by certain shareholders pursuant to the principal shareholder agreement dated June 23, 2021 between the Company and such shareholders (the “ Principal Shareholder Agreement ”);
the appointment, performance, evaluation and compensation of the Company’s senior executives;
the recruitment, development and retention of the Company’s senior executives;
maintaining talent management and succession planning systems and processes relating to the Company’s senior management;
developing a compensation structure for the Company’s senior executive officers including salaries, annual and long-term incentive plans including plans involving share issuances and other share-based awards;
establishing policies and procedures designed to identify and mitigate risks associated with the Company’s compensation policies and practices;
review and discuss at least annually the relationship between risk management and compensation, and evaluate the effectiveness of compensation policies and practices;
assessing the compensation of the Company’s directors;
developing benefit, retirement and savings plans;
developing the Company’s corporate governance guidelines and principles and providing us with governance leadership;
identifying and overseeing the recruitment of candidates qualified to be nominated as members of the Board;
reviewing the structure, composition and mandate of Board committees; and
performing any other activities as are consistent with this Charter, the Company’s bylaws, applicable legislation, guidelines and practices as the Committee or the Board deem necessary or appropriate for the fulfillment of the Committee’s duties and responsibilities.

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2. Members

The Board must appoint a minimum of three directors to be members of the Committee. Each member of the Committee shall be independent in accordance with National Policy 58-201 – Corporate Governance Guidelines . The members of the Committee shall be appointed for one-year terms or such other terms as the Board may determine.

For the purpose of this Charter, a director is “independent” if he or she would be independent within the meaning of National Instrument 58-101 — Disclosure of Corporate Governance Practices , as the same may be amended or replaced from time to time.

3. Chair

Each year, the Board shall appoint one member of the Committee to be Chair of the Committee. If, in any year, the Board does not appoint a Chair of the Committee, the incumbent Chair shall continue in office until a successor is appointed.

4. Tenure

Each member shall hold office until his or her term as a member of the Committee expires or is terminated.

5. Quorum, Removal and Vacancies

A majority of the Committee’s members shall constitute a quorum. Any member may be removed and replaced at any time by the Board with or without cause. The Board shall fill vacancies in the Committee by appointment from among the members of the Board. If a vacancy exists on the Committee, the remaining members shall exercise all powers so long as a quorum remains in office.

6. Duties

The Committee will have the duties set out below as well as any other duties that are specifically delegated to the Committee by the Board.

(a) Board Succession Plan

The Committee shall develop and maintain, as required, a Board succession plan.

(b) Establish and Assess Director Qualifications

The Committee shall from time to time establish the qualification standards for directors relating to, among other things, the competencies, skills and personal qualities that should be sought in candidates for Board membership, having in mind the skills and competencies the Board as a whole should possess. The Committee shall regularly assess the competencies and skills of the Board.

(c)

Identify Candidates for Nomination as a Director

The Committee shall develop and recommend to the Board from time to time a list of candidates for Board election or appointment with a view to enhancing the independence, quality and diversity of nominees to be elected by the shareholders at the annual general meeting of shareholders. The Committee should determine if each such candidate would be an independent director.

The Chair of the Committee, with the assistance of the Chair of the Board and one or

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more other directors appointed by the Board, should approach candidates for Board membership including nominees put forth for nomination pursuant to the terms of the Principal Shareholder Agreement, if any, to:

explore the candidates’ interest in joining the Board and seek their consent to act as a director;
consider what competencies and skills the Board, as a whole, should possess;
assess the candidates’ skills and competencies; and
confirm that interested candidates understand the role of a director and the contribution a director is expected to make to the Board, including whether or not each new nominee can devote sufficient time and resources to his or her duties as a Board members.

The Committee shall from time to time consider the appropriate size of the Board with a view to facilitating effective decision-making.

(d) Orientation and Continuing Education of Directors

The Committee should take steps to satisfy itself that:

new directors are given a comprehensive orientation and education as to the nature and operation of the Company’s business, the role of the Board and its committees and the contribution and time commitment that an individual director is expected to make; and

the Company provides appropriate continuing education opportunities for directors designed to maintain or enhance the skills and abilities of the directors and to ensure that their knowledge and understanding of the Company remains current.

(e) Recruit Directors for Board Committees and Filling Vacancies

The Committee will recommend to the Board those directors that the Committee considers qualified for appointment to the Audit Committee, the Governance, Compensation and Nominating Committee and other committees of the Board. Where a vacancy occurs at any time in the membership of any committee of the Board, the Committee will recommend to the Board a director to fill such vacancy.

(f) Performance Assessment of the Board, Board Committees and Individual Directors

The Committee will review, on an annual basis, the effectiveness and performance of the Board, and all committees of the Board.

The Committee will evaluate directors on a regular basis to assess their suitability for re-election.

(g)

Develop Approach to Governance of the Company

The Committee has the authority and responsibility to review the Company’s overall approach to governance and to make recommendations to the Board in this regard. Among other things, the Committee has the authority and responsibility to:

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develop or review the mandates and charters of the Board and committees of the Board and recommend to the Board the adoption of or amendments to such mandates or charters;
examine the size and composition of the Board and recommend a Board size and composition that facilitates effective decision-making;
study and recommend the implementation of structures and procedures to ensure that the Board can function independently of management and without conflicts of interest, including scheduling, at regular intervals, meetings of the Board without management present;
develop processes and protocols for dealing with related party transactions and conflicts of interest;
monitor the relationship between officers and the Board, and recommend a process whereby the directors will have access to, and have an effective relationship with, management of the Company;
be available as a forum for addressing the concerns of individual directors;
work with the Chief Executive Officer and other members of management to ensure that the Company has a healthy governance culture; and
monitor developments in the area of governance and undertake other initiatives that may be desirable to maintain the highest standards of governance.

(h) Code of Conduct

The Committee shall monitor the effectiveness of the Company’s Code of Conduct (the “Code”) to confirm that it appropriately addresses, among other things, conflicts of interest, opportunities, confidentiality, fair dealing, protection and proper use of the Company’s assets, compliance with applicable laws and the reporting of illegal or unethical behaviour, and also establish mechanisms to facilitate the effective operation of the Code and the granting of waivers of the Code. A copy of the Code shall be posted on the Company’s website. The Committee shall approve any material waivers of the Code that are sought by directors or officers of the Company. It is acknowledged that the Audit Committee receives periodic reporting on any material matters arising from known or suspected violations of the Code.

(i)

Timely Disclosure, Confidentiality and Securities Trading Policy

The Committee shall monitor the effectiveness of the Company’s policies addressing the timely disclosure of material information, the confidentiality of material undisclosed information and the prohibitions against trading in securities of the Company and other issuers while in possession of undisclosed information that is material to the Company or other such issuers.

(j)

Succession Planning

The Committee shall review the Company’s organizational structure, consider succession planning for senior executives and recommend policies and principles for the selection and performance review of the senior executives including the Chief Executive Officer, as well as policies regarding succession in the event of an emergency or the retirement of the Chief Executive Officer and for the appointment,

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training and monitoring of other senior executives.

(k)

Incentive Compensation Plans and Equity-Based Plans

The Committee shall:

make recommendations to the Board with respect to the adoption and amendment of executive incentive compensation plans and equity-based plans, including share purchase plans and dividend reinvestment plans, if any;
approve any employment inducement option awards or other equity compensation awards under plans approved by the Board;
approve all stock options granted under any stock option or other equity compensation plan adopted by the Company, including the entitlement, vesting, exercise price and all other matters relating to such plans; and
approve all senior executive compensation and incentive bonus plans and all awards under such plans.

(l)

Employment Agreements

The Committee shall review and approve and, when appropriate, recommend to the Board for approval, the terms of employment of the senior executives of the Company that are directly employed by the Company and any of its subsidiaries.

(m)

Assessment and Compensation of the Chief Executive Officer

The Committee shall:

together with the Chief Executive Officer, develop a position description for the Chief Executive Officer, setting out the Chief Executive Officer’s authority and responsibilities;
oversee the duties of the Chief Executive Officer to ensure appropriate supervision and management of any potential conflicts of interest between the Chief Executive Officer, the Company and its affiliates, and the Company’s shareholders;
review and approve the corporate goals and objectives that are relevant to the compensation of the Chief Executive Officer; and
evaluate the performance of the Chief Executive Officer in meeting his or her goals and objectives.

When determining the long-term incentive component of the compensation of the Chief Executive Officer, if any, the Committee shall consider the Company’s performance, relative shareholder return and the value of similar incentive awards granted to senior executives of comparable organizations.

(n)

Compensation of Senior Executives

The Committee shall approve the corporate goals, objectives and compensation of senior executives and may periodically assess the senior executive compensation in

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light of the Company’s performance, relative shareholder return and compensation paid to senior executives of comparable organizations.

(o) Compensation of Board Members

The Committee shall review, and recommend to the Board, the compensation to be paid to the directors and to members and chairs of Board committees.

(p) Disclosure of Executive Compensation

The Committee shall be responsible for reviewing all public disclosure relating to executive compensation, including the Compensation Discussion and Analysis contained in the Company’s management proxy circular.

7. Reporting

The Committee shall report to the Board on:

the effectiveness of the Board and all committees of the Board, other than the Governance, Compensation and Nominating Committee;
the approval of any stock option or other equity-based grants under any stock option or other equity compensation plan of the Company;
all senior executive incentive bonus plans and grants thereunder;
the review of the corporate goals and objectives relevant to the compensation of senior executives;
the compensation of senior executives;
any material benefit, retirement or savings plans matters;
the compensation to be paid to directors and to the members and chairpersons of Board committees;
the preparation of the Company’s management proxy circular; and
all other material matters dealt with by the Committee.

8. Review and Disclosure

The position descriptions for the Company’s Chief Executive Officer, Chief Financial Officer, Chair of the Board, the Lead Director and this Charter shall be reviewed by the Committee at least annually and be submitted to the Board for approval with such amendments as the Committee proposes. This Charter shall also be posted on the Company’s website. The Committee shall conduct an annual evaluation of the performance of its duties under this Charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.

9. Frequency of Meetings and in camera Sessions

The Committee shall meet as frequently as the Committee deems appropriate to accomplish its mandate. Following each meeting of the Committee, the Committee members shall meet alone in a private session (without management or others present). At each meeting, the

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Committee may appoint an individual to act as secretary for the meeting, who shall circulate minutes of meetings of the Committee to its members. The Committee shall approve and retain minutes of all Committee meetings, subject to the provisions of the Company’s records retention policies. The powers of the Committee may be exercised by written resolution signed by all members of the Committee.

10. Access to Information and Retention of Experts

Each of its Committees and each of its members will have full access to all of the books, records, facilities and personnel of the Company and its subsidiaries.

The Committee may engage (and shall oversee) such special executive compensation, legal, accounting or other experts (collectively, “ Advisors ”), and set their compensation, without Board approval and at the expense of the Company, as the Committee considers necessary to perform its duties and responsibilities under this Charter (including executive search firms to assist the Committee in identifying director candidates). The Committee shall receive appropriate funding from the Company, as determined by the Board, for the payment of compensation to its Advisors.

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AI assistant

Ximen Mining Corp. — Proxy Solicitation & Information Statement 2022

46170_rns_2022-05-18_425d42e5-ce56-47d4-87d1-9e434e5efbb2.pdf

MANAGEMENT INFORMATION CIRCULAR

ANNUAL MEETING OF SHAREHOLDERS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND

NOTICE OF AVAILABILITY OF PROXY MATERIALS

Meeting Business

Record Date

Meeting Format

Voting

MANAGEMENT INFORMATION CIRCULAR

NOTICE-AND-ACCESS

IMPORTANT INFORMATION ABOUT THE MEETING

ATTENDING THE ONLINE MEETING

TABLE OF CONTENTS

TABLE OF CONTENTS (continued)

BUSINESS TO BE TRANSACTED AT THE MEETING

RECEIVING THE ANNUAL FINANCIAL STATEMENTS

ELECTION OF THE BOARD OF DIRECTORS

APPOINTMENT OF THE AUDITORS

RECEIVING THE ANNUAL FINANCIAL STATEMENTS

ELECTION OF THE BOARD OF DIRECTORS

APPOINTMENT OF THE AUDITORS

CONSIDERING OTHER BUSINESS

VOTING INFORMATION

WHO CAN VOTE

Registered Shareholders

Beneficial Shareholders

VOTING BY PROXY IN ADVANCE OF THE MEETING

HOW YOUR SHARES WILL BE VOTED

PARTICIPATING AND VOTING AT THE MEETING

APPOINTING A THIRD-PARTY PROXYHOLDER TO PARTICIPATE AND VOTE AT THE MEETING

CHANGING YOUR VOTE OR REVOKING YOUR PROXY

Additional Voting Information

ABOUT ANAERGIA

ELECTION OF DIRECTORS

GENERAL

Principal Shareholder Nomination Rights

ADVANCE NOTICE PROVISIONS

INDIVIDUAL AND MAJORITY VOTING POLICY

DIRECTOR NOMINEE BIOGRAPHIES

Dr. Andrew Benedek[(1)]

Not Independent[(2)]

California, United States

Principal Occupation:

Other Activities:

Public Board Memberships During Last Five Years:

Public Board Interlocks:

Committees:

SHARE OWNERSHIP

Dr. Diana Mourato Benedek[(1)]

California, United States

Principal Occupation:

Other Activities:

Committees:

Peter Gross[(1)]

Principal Occupation:

Other Activities:

Public Board Interlocks:

Committees:

Francis J. McKenna[(1)]

Principal Occupation:

Other Activities:

Public Board Memberships During Last Five Years:

Committees:

Douglas Fridrik Parkhill[(1)]

Principal Occupation:

Other Activities:

Public Board Memberships During Last Five Years:

Committees:

Alan Viterbi[(1)]

Principal Occupation:

Other Activities:

Committees:

Richard Chow[(1)]

Principal Occupation:

Other Activities:

Committees:

BOARD AND COMMITTEE ATTENDANCE

Ximen Mining Corp. Proxy Solicitation & Information Statement 2022