Ballard Power Systems Notice of Annual Meeting and Management Information Circular and Annual Report for the Year Ended December 31, 2023

Notice of Annual Meeting

Notice is hereby given that the 2024 Annual Meeting (the "Meeting") of shareholders of Ballard Power Systems Inc. (the "Corporation") will be held virtually on Wednesday, June 5, 2024 at 1:00 p.m. (Pacific Daylight Time), for the following purposes:

  1. To receive the audited financial statements for the financial year ended December 31, 2023, and the report of the auditors thereon;
  2. To elect directors of the Corporation for the ensuing year;
  3. To appoint auditors of the Corporation for the ensuing year and to authorize the Audit Committee to fix their remuneration;
  4. To consider and, if thought appropriate, to approve a resolution, on an advisory basis, accepting the Corporation's approach to executive compensation;
  5. To consider and, if thought appropriate, to approve resolutions to re-confirm and approve the Corporation's equity-based compensation plans; and
  6. To transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The Meeting will be held virtually. To participate in the Meeting, shareholders will need to visit and log-in using the 16-digit control number included either on your proxy form or voting instruction form, as applicable. The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plug-ins. Guests will be able to attend the Meeting through the live webcast only, by joining the webcast as a guest at They will not be able to submit questions or vote.

See Section 1: Voting Information in the Circular for information on how to obtain a paper copy of this Circular and the financial statements, if you wish, and how to vote in advance of the Meeting, or appoint someone as your proxy to vote on your behalf at the Meeting.

Unless otherwise stated, the financial statements referred to in this notice are the consolidated financial statements of the Corporation and its subsidiaries.

This notice has been approved by the Board of Directors of the Corporation.

James Roche Board Chair Ballard Power Systems Inc.

April 8, 2024

1 Table of Contents 2: Business of the Meeting

At the Meeting, shareholders will be asked to consider and vote upon the matters set out in this Section 2, as described in greater detail in subsequent sections of this Circular. In addition, the Audit Committee has recommended the re-appointment of KPMG LLP, Chartered Accountants, as the auditors of the Corporation for the ensuing year and the Board has approved the remuneration of the auditors.

3: Election of Directors

The Board currently consists of eight directors. A majority of the current directors will be continuing in office after the Meeting. The nominees for the three available director positions are set out below. All directors are elected annually. The directors will hold office until the next annual meeting of shareholders or until their successors are elected or appointed in their stead. A ballot required by National Instrument 51-102 - Continuous Disclosure Obligations will be held at the Meeting for the election of directors.

The following table sets out the names of the nominees, their positions with the Corporation, their year first elected as a director, their age as of April 8, 2024, their committees and attendance at Board and committee meetings in the last fiscal year, their public company directorships (if any) and relevant expertise and experience. Except as disclosed in the following table, there is no other information required to be disclosed regarding the nominees pursuant to applicable securities legislation.

The following table also sets out the proposed salaries of the continuing and incoming nominees for the upcoming year of office, and the increase in such salaries from the prior year, if any. The annual retainers were last increased as of January 1, 2020.

3 Table of Contents

Director Nominee Director Since Age Committees 2023 Meeting Attendance Other Public Boards Expertise Kathy Bayless** 2021 66 Audit SGC 100% 2 ● Financial literacy ● M&A and capital markets ● Corporate governance ● Global markets Michael Chen*** 2024 40 n/a n/a - ● Technology ● Hydrogen economy ● Transportation and mobility ● Global markets Jacqueline Dedo*** 2024 63 n/a n/a 3 ● M&A and capital markets ● Corporate governance ● People and compensation ● Technology ● Transportation and mobility ● Global markets Douglas P. Hayhurst** 2012 77 Audit (Chair) PCC 100% - ● Financial literacy ● M&A and capital markets ● Corporate governance ● People and compensation ● Hydrogen economy ● Global markets Randy MacEwen*** 2014 55 n/a 100% 1 ● Financial literacy ● M&A and capital markets ● Corporate governance ● People and

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