UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

May 1, 2023

Commission File Number: 000-53543

SIGNATURES

EXHIBIT INDEX

Exhibit 99.1

CONTENTS

BALLARD POWER SYSTEMS INC.

9000 Glenlyon Parkway

Burnaby, British Columbia, Canada V5J 5J8

NOTICE OF ANNUAL MEETING

TO OUR SHAREHOLDERS:

Our 2022 Annual Meeting (the “Meeting”) will be held on Wednesday, June 7, 2023 at 1:00 p.m. (Pacific Daylight Time). As last year, this year's Meeting will be a virtual meeting of shareholders. You will be able to attend the Meeting, vote and submit your questions during the Meeting via live webcast by visiting www.virtualshareholdermeeting.com/BLDP2023. The Meeting will be held for the following purposes:

A detailed description of the matters to be dealt with at the Meeting and our 2022 Annual Report are included with this Notice.

To participate in the Meeting, shareholders will need to visit www.virtualshareholdermeeting.com/BLDP2023 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. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to participate in the Meeting. The Meeting will begin promptly at 1:00 p.m. (Pacific Daylight Time) on Wednesday, June 7, 2023. Online check-in will begin starting 15 minutes prior, at 12:45 p.m. (PDT). You should allow ample time for online check-in procedures. The webcast Meeting allows you to attend the Meeting live, submit questions and submit your vote while the Meeting is being held if you have not done so in advance of the Meeting. For any technical difficulties experienced during the check-in process or during the Meeting, please call the number located on the virtual meeting page. Guests will be able to attend the Meeting through the live webcast only, by joining the webcast as a guest at www.virtualshareholdermeeting.com/BLDP2023. They will not be able to submit questions or vote.

DATED at Burnaby, British Columbia, April 10, 2023.

Letter from JAMES ROCHE Chair of the Board Fellow Shareholders: We are at an important moment in the hydrogen and fuel cell journey. While we are at the early stages of market adoption, we are seeing an increasingly constructive policy environment for hydrogen. We are also seeing growing interest for fuel cell solutions in heavy-duty mobility applications. These are markets where your company is well positioned and has been securing customer platform wins.

With net zero goals, energy security imperatives, and increasing concerns around critical materials, it’s become widely accepted that hydrogen will be a core pillar in the global ambition to achieve net zero emissions. Over the past year, the United States has become a hydrogen policy leader with game-changing policy support from the IRA and accelerating activity on hydrogen hubs. Additionally, the European Union has stepped up its commitment to the hydrogen economy with increased targets for green hydrogen production and associated funding support. Thanks to these measures, the outlook for availability of low carbon, low cost hydrogen has become more positive. We expect this will serve as a key enabler for the use of fuel cell applications.

The combination of global policy support, corporate emission reduction targets, and Ballard’s customer-centricity has led to meaningful progress in the number and depth of customer relationships. We are thankful for our customers’ trust as they deploy our fuel cell technology across exciting market opportunities, particularly as the level of competition has increased in our core markets.

Your Board was active in 2022, working collaboratively with the management team to update our long-term strategic plans, review and approve the China MEA manufacturing investment, and respond to a dynamic external environment with a measured operating plan for 2023.

As global commitments to decarbonize increase, we are also pleased to announce our own contribution to these targets. Beyond the positive environmental and societal impacts from customer adoption of our fuel cell products, we also developed a plan to achieve carbon neutrality in our operations by 2030.

In 2023, we will continue to invest in next-generation fuel cell products and prioritize cost reduction, manufacturing scaling, and customer experience.

Duy-Loan Le recently retired from Ballard’s Board of Directors. She has been a valued Board colleague since 2017 and made important contributions given her deep insights on technology development and commercialization. We thank her for her many contributions, integrity, empathy, and humanity.

On behalf of the Board, I would like to express our appreciation to Ballard’s staff as they continue to deliver fuel cell power for a sustainable planet. I would also like to thank our shareholders for supporting our vision to decarbonize hard-to-abate sectors.

“James Roche”

James Roche

Chair of the Board of Directors

Ballard Power Systems Inc.

Letter from RANDY MACEWEN

President and Chief Executive Officer

Fellow Shareholders:

The past year has been one marked by uncertainty as a result of geopolitical flash points, financial market volatility, and the re-opening of many economies. These forces have meant individuals, businesses, and policy makers have all had to make difficult financial decisions. Despite this uncertainty, the year was also marked by greater clarity regarding the role of hydrogen in the world economy and energy transition. We saw governments adopt new policies that we expect will enable the adoption of hydrogen in our core markets.

We are excited by the early progress we are making with our customers in bus, truck, rail, marine, stationary power, and off-highway markets. We believe our core technology provides value to customers in their decarbonization journey in all of our verticals, where they prioritize durability, reliability, and high availability, while requiring power solutions that maintain similar operating practices and minimize infrastructure challenges. Furthermore, by serving customers across our key markets with products that share a common technology platform, we believe we are better positioned to achieve scale for our products, thereby providing a cost advantage for our customers and long-term profitability for our shareholders.

Our 2022 financial results were disappointing. However, we ended the year with strong momentum on customer engagement and order backlog, supporting our outlook for our long-term growth strategy.

2022 revenue was $83.8 million and gross margin was negative 16%, due primarily to lower revenues, a revenue mix shift towards power products, pricing strategy, investments in manufacturing capacity, and certain non-recurring charges. Given the growing policy support of the hydrogen economy and heightened competitive dynamics, we increased investments in our business. We reported a net loss of ($173.5) million and adjusted EBITDA of ($144) million. We ended the year with $914 million in cash reserves.

We grew our backlog substantially to $133.4 million. Of this, power products account for nearly $100 million, which is the highest level of power products backlog in our history. This demonstrates the increasing customer interest in deploying our fuel cell modules and illustrates the results of our intentional shift to a fuel cell products company.

We achieved success in our strategic goals for 2022, as we developed a plan to achieve carbon neutrality by 2030, significantly reduced the cost of our FCmove™-HD+ module, and signed milestone strategic collaboration agreements. We also announced our 9^th generation fuel cell engine – the FCmove™-XD at the IAA show in Germany. This product has a higher output than our HD+ product, while offering a compact footprint with increased functionality for vehicle OEMs and integrators.

We also bolstered our executive team, as we hired Dave Mucciacciaro as our Chief Commercial Officer, Mircea Gradu as our Chief Engineering Officer, Mark Biznek as our Chief Operating Officer, and we promoted Jyoti Sidhu as our Chief People Officer.

In our bus market, although revenue declined in 2022, we are encouraged by the growing sales pipeline for fuel bus deployments in Europe and the US, including opportunities where cities are planning to order more than 100 fuel cell buses. Based on this activity, we expect significant growth in the bus market over the coming years.

In the truck market, we announced strategic partnerships with Quantron and Wisdom to accelerate the adoption of fuel cell trucks in Europe and APAC, respectively. We also achieved a development milestone with Linamar, when they unveiled their fuel cell powered class 2 truck chassis.

We achieved measured progress in the rail market as existing customer programs matured, while we also developed relationships with new train OEMs. In the European passenger rail market, Siemens signed an order for 100 fuel cell engines, with plans to purchase an additional 100. In the North American passenger rail

market, Stadler placed an order for fuel cell engines to power the first hydrogen train in the United States. In the North American the locomotive market, CP Rail increased its locomotive program and ordered additional engines to support this expansion. I am extremely proud of our team for supporting these success stories, as they were a bright spot for Ballard in 2022.

In the marine market, we delivered modules to our customer Norled, who is now testing the world’s first liquid hydrogen-powered ferry in Norway. In partnership with ABB, we achieved an approval-in-principle from DNV for a jointly-developed fuel cell concept, and carried that success into an industry-first Type Approval by DNV for our FCwave™ module. We also announced an order from Amogy who will be integrate our fuel cells into their ammonia-to-power platform for maritime applications.

For our stationary power market, Fusion Fuel successfully commissioned their H2Évora plant, that uses Ballard fuel cells to deliver stored solar power to the grid during periods of peak demand. Another customer, CrossWind, ordered a 1MW fuel cell system in early 2023 for an offshore wind project in the Netherlands.

In our emerging markets, Anglo American’s ultra-class mine haul truck, powered by Ballard fuel cell engines and integrated by First Mode, began operating in 2022 at a South African platinum mine, proving our product’s capabilities in an extreme, heavy-duty, off-road application.

In our key regions, we saw significant growth in North America, flat results in Europe, a decline in China, and increased activity in the rest of the world. The US has substantially accelerated its hydrogen goals with the IRA, while Europe has increased its already strong commitment to hydrogen. With the tailwinds of policy support in the US and Europe, and the reopening of China in early 2023, we believe we are well-positioned in each of our key regions for long-term growth.

Your company has exceptional talent, leading technology, products, and field experience, deep customer and partner relationships, and a solid balance sheet.

I would like to thank our entire global team for their strong commitment to operating our business with integrity and serving our customers. Their dedication and creativity are the core of what Ballard stands for.

Finally, we want to thank our shareholders for your continued confidence. The passion of our team remains high as we strive to build Ballard into a leading, profitable, and sustainable fuel cell company.

“Randy MacEwen”

Randy MacEwen

President & CEO

Ballard Power Systems Inc.

Safety

Health and Safety BFCS

Team Members: Wade Popham

Listen & Deliver

Freight Cost Reductions from Chinese Suppliers

Team Members: Stephen Shen, Andy Chen, Rhealyn Orbon, Mandy Tam, Maria Cagalawan, Vivian Chang, Asila Ashrafi, Betty Yeh, Gabriela Goncalves, Maoning Zhang, Renato Felix & Rhodes Jade

Quality Always

LCS-H Plates Project

Team Members: Nick Wright, Parvez Grewal, Matt Engelhardt, Shane Dunleavy, Noah Mar, Jason Zhao, Alyssa Tam, Abhas Thakur, Mark Reimer, Michael Hammer, Brian Dickson, Maximilian Heine, Jie Lou, Lee Sweetland, Sina Hosseini, Noosha Mirzalou, Grisel Martinez, Natashia Glenn Consebido, Darren Suveges, Isidio Dos Santos, Leonardo Estrada, Neil Black, Khaldoun Petro, Diego Acevedo De Leon, Anas Ur Rehman Mohammed, Johnny Barrett, Lexie Hill & Ruel Corpuz

Supplier Scorecard Expansion

Team Members: Gabriela Goncalves, Irene Presto, Renato Felix, Maoning Zhang, Betty Yeh, Rhealyn Orbon, Asila Ashrafi,Ellen Lindholm, Eric Xie, Kevin Liu, Axel Mauillon, Sunny Fayazmanesh, Gaspar Sanchez, John Wang, Francis Zhuang, Armando Osorio & Ricardo Esparza

Inspire Excellence

Operations Excellence in Modules Production

Team Members: Leonardo Estrada, Eddy Tran, Cindy Seke, Irvin Sambire, Owen Yuan, Frederick Clark, Michell Ireland, Brian Cooper, Juan Medina, Utpal Patel, Arsalan Rokham, Eduardo Cunha, Mauricio Costa, Kin Chi Chu, Ernesto Vicente, Jagdeep Nanda, Hung Vuong, Paul Lam, Allan Bernardo, Anderson Mariano, Emmanuel Santera, Francisco Macambira, April Duan, Jason Supnet, Juan Gonzalez, Milan Mikulica, Mehran Maarefvand, Stephen O`Keefe, Nava Satheeskumar, Julie Woods, Isidio Dos Santos, Nicolas Ferrigno & Fernando Franc

Own It

CP Rail – Installation and Commissioning

Team Members: Jacob B. Nørgaard, Andreas Simony Madsen, Rasmus Gyldenøhr, Daniel Hunskær, Søren Moesgaard, Edgars Freimanis, Lars Husted, Kevin Hutton & Karina Rask Thomsen

Row Together

Future of Work Project

Team Members: Darby Ponich, Charles Lockhart, Sarah Steinke, Victor Groot, Kirsten Kirby, David Bailey, Ryan Allison, William Purves, Garth Currier, Erin Rogers, Darcy McGowan, Paul Beattie, Ian Stewart, Warren Williams, Jonathan Lajoie, Colin Redekop, Julie Bellerive, Cara Startek, Sumit Kundu, Adam Brooks, Mark Reimer, Jason Birdsall, Marvio Longuinho, Christine Parado, Evelyn Lai, Ricardo Moreno & Sandra Matsuyama

Innovation

2022 Research MEA Demonstration Goals

Team Members: Ales Horky, Anna Bennett, Annie Chen, Alan Young, Emil Marquez, Esmaeil Alvar, Felipe Bigornia, Daya Chacko, Paul Devproshad, Juan Becerra, Lijun Yang, Hao Zhang, Jingwei Hu, Julie Bellerive, Madhu Saha, Matt Markiewicz, Mfoniso Ette-Umoh, Nadia Tejosantoso, Pan Xu, Phillipe Cote, Rana Nair, Rosauro Ornopia, Sunny Huang & Yingjie Zhou

Clock Speed

CL107

Team Members: Laura Stolar, Matt Markiewicz, Tahmina Akter, Tommy Cheng, Madhu Saha, Paul Devproshad, Hao Zhang, Lijun Yang, Sima Ronasi, Carlo Engage, Daya Chacko, Baljit Dhesi, Anna Bennett, Alona Makarsky, Nayantara Gopi, Angelo Quero, Forbes Ng, Nicolas Peressin, Yeng Lim, Nadia Tejosantoso, Ales Horky, Annie Chen, Nemanja Azaric, Andy Chan, Esmaeil Alvar, Forough Afsahi, Mauricio Blanco, Derek Cheng, Milena Cabral, Sonia Cheung, Kevin Dahl, Monica Dutta, Nasim Farahani, Herwig Haas, Safa Horpan, Sina Hosseini, Pascal Kim, Wanyi Koh, Mike Lauritzen, Noosha Mirzalou, Amin Nouri, Nhi Nguyen, Erin Rodgers, Ryan Rickaby, Keping Wang, Alan Young, Pan Xu, William Miguel, Felipe Bigornia, Yingjie Zhou, Emil Marquez, Laleh Dastmalchi & Mfoniso Ette-Umoh

MANAGEMENT PROXY CIRCULAR

dated as of April 10, 2023

MATTERS TO BE VOTED UPON

Registered Shareholders or their duly appointed proxyholders will be voting on:

As of the date of this Circular, we know of no amendment, variation or other matter that may come before the Meeting other than the matters referred to in the Notice of Annual Meeting. If any other matter is properly brought before the Meeting, it is the intention of the persons named in the enclosed proxy to vote the proxy on that matter in accordance with their best judgment.

VOTING INFORMATION

SOLICITATION OF PROXIES

This Circular is furnished in connection with the solicitation of proxies by our management in connection with the Meeting to be held on Wednesday, June 7, 2023 at 1:00 p.m. (Pacific Daylight Time), or the date and place of any adjournment thereof. We are soliciting proxies primarily by mail, but our directors, officers and employees may solicit proxies personally, by telephone, by facsimile transmission or by other means of electronic communication. The cost of the solicitation will be borne by us. The approximate date on which this Circular and the related materials are first being sent to Registered Shareholders is April 24, 2023.

OBTAINING A PAPER COPY OF THE CIRCULAR AND FINANCIAL STATEMENTS

In lieu of mailing the Notice of Meeting, Circular and our audited financial statements and management's discussion and analysis for the year ended December 31, 2022, the Corporation is using notice-and-access to provide an electronic copy of these documents to Registered Shareholders and Beneficial Shareholders by posting them on www.ballard.com and on the Corporation's profile on www.SEDAR.com. For more information regarding notice-and-access, you may call toll free at 1-844-916-0609 (English) or 1-844-973-0593 (French), from Canada or the United States.

If you wish to obtain a paper copy of these documents, you may call toll free at 1-877-907-7643, from Canada or the United States and enter the 16-digit control number located on your form of proxy or voting instruction form.

If you do not have a control number, please call toll free at

You must call to request a paper copy by May 19, 2023 in order to receive a paper copy prior to the deadline for submission of your voting instructions or form of proxy. If your request is received on or after the date of the Meeting, then the documents will be sent to you within ten calendar days of your request. Ballard will provide a paper copy of the documents to any Registered or Beneficial Shareholder upon request for a period of one year following the date of the filing of this Circular on www.SEDAR.com.

If you have standing instructions to receive paper copies of these documents and would like to revoke them, please call the individual who services your account.

Distribution of Meeting Materials to Beneficial Shareholders

The Corporation has distributed copies of the notice-and-access notice and voting instruction form to the depositories and intermediaries for onward distribution to Beneficial Shareholders. Beneficial Shareholders who have previously provided standing instructions will receive a paper copy of the Notice of Meeting, Circular, financial statements and related management’s discussion and analysis. If you are a Beneficial Shareholder and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings and securities have been obtained in accordance with securities regulatory requirements from the intermediary holding on your behalf.

HOW TO VOTE

Shareholders are encouraged to vote in advance of the Meeting at www.proxyvote.com.

Even if you currently plan to participate in the Meeting, you should consider voting your Shares by proxy in advance so that your vote will be counted if you later decide not to attend the Meeting or in the event that you are unable to access the Meeting for any reason.

Vote Options

VOTE BY INTERNET:

To vote by Internet, visit www.proxyvote.com or scan the QR Code to access the website. You will need your 16-digit control number located on the form of proxy/voting instruction form. Vote cut-off is 5:00 p.m. (PDT) on Monday, June 5, 2023.

VOTE BY MAIL:

Return the completed, signed and dated form of proxy/voting instruction form by mail in the business reply envelope to: Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, ON L3R 9Z9.

VOTE BY TELEPHONE:

As an alternative, you may enter your vote instruction by telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French). You will need your 16-digit control number located on the form of proxy/voting instruction form.

Appointee Instructions

You are encouraged to appoint yourself or such other person (other than the named proxyholders) online at www.proxyvote.com as this will reduce the risk of any mail disruptions in the current environment and will allow you to share the Appointee Information you have created with any other person you have appointed to represent you at the Meeting more easily. If you do not designate the Appointee Information when completing your form of proxy or voting information form or if you do not provide the exact Appointee Identification Number and Appointee Name to any other person (other than the named proxyholders) who has been appointed to access and vote at the Meeting on your behalf, that other person will not be able to access the Meeting and vote on your behalf.

You must provide your Appointee the exact name and eight-character Appointee Identification Number to access the Meeting. Appointees can only be validated at the Meeting using the exact name and eight-character Appointee Identification Number you enter.

If you do not create an eight-character Appointee Identification Number, your appointee will not be able to access the Meeting.

Proxy Cut-off

You are encouraged to provide your voting instructions or appoint your proxyholder online at www.proxyvote.com in accordance with the instructions on the form of proxy by no later than 5:00 p.m. (PDT) on Monday, June 5, 2023, or if the Meeting is adjourned, at least 48 hours (not including Saturdays, Sundays

or statutory holidays in B.C.) prior to the reconvened meeting (the proxy cut-off). If you prefer, you may also complete and return your form of proxy to Broadridge at Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, ON, L3R 9Z9. Broadridge must receive your completed form of proxy or voting instruction form prior to the proxy deadline.

Providing your voting instructions or voting by proxy cut-off will ensure your vote is counted at the Meeting even if you later decide not to attend the Meeting or are unable to access it in the event of technical difficulties. If you attend and vote at the Meeting during the live webcast, any proxy you have previously given will be revoked.

Changing your Voting Instructions

If you change your mind about how you want to vote your Shares, you can revoke your proxy form or voting instruction form by voting again on the internet or by phone.

Registered Shareholders can revoke their instructions by delivering a signed written notice executed by the Registered Shareholder or by his or her attorney authorized in writing or, where the Registered Shareholder is a company, by a duly authorized officer or attorney of that company, and delivered to:

Beneficial Shareholders who are unable to vote on the internet or by phone should consult their intermediary if they wish to revoke their instructions.

A proxy may also be revoked in any other manner provided by law. Any revocation of a proxy will not affect a matter on which a vote is taken before such revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION BY PROXIES

If you complete and submit your proxy properly, then the proxyholder named in the accompanying form of proxy will vote or withhold from voting the Shares represented by the proxy in accordance with your instructions.

If you do not specify a choice on any given matter to be voted upon, your Shares will be voted in favour of such matter. The proxy grants the proxyholder the discretion to vote on amendments to or variations of matters identified in the Notice of Annual Meeting and with respect to other matters that may properly come before the Meeting.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

As of the Record Date of April 10, 2023, we had 298,685,476 Shares issued and outstanding, each carrying the right to one vote. Every individual who is present as a Registered Shareholder or as a representative of one or more corporate Registered Shareholders, or who is holding a proxy on behalf of a Registered Shareholder who is not present at the Meeting, will have one vote for each Share recorded in the Registered Shareholder’s name in the Corporation’s central securities register.

As of the Record Date, Weichai Power Co., Ltd. (“Weichai”) beneficially owns 46,131,712 Shares, representing 15.4% of all issued and outstanding Shares, each carrying the right to one vote. As of the Record Date, to the knowledge of our directors and executive officers, no other person beneficially owns, controls or directs, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all issued and outstanding Shares carrying the right to vote in all circumstances.

ELECTION OF DIRECTORS

At the Meeting you will be asked to elect nine directors. All our nominees are currently members of the Board. Each elected director will hold office until the end of our next annual shareholders’ meeting (or if no director is then elected, until a successor is elected) unless the director resigns or is otherwise removed from office earlier. If any nominee for election as a director advises us that she or he is unable to serve as a director, the persons named in the enclosed proxy will vote to elect a substitute director at their discretion.

As part of the collaboration with Weichai announced on November 13, 2018, Weichai has the right to nominate two directors to Ballard’s Board so long as Weichai holds at least 15% of Ballard’s outstanding Shares.

The following information pertains to our director nominees as of April 10, 2023.

APPOINTMENT OF AUDITORS

Our Audit Committee has recommended that KPMG LLP, Chartered Accountants, of 777 Dunsmuir Street, Vancouver, British Columbia, be nominated at the Meeting for re-appointment as our external auditors. Our Audit Committee will fix the remuneration of our external auditors if authorized to do so by Shareholders at the Meeting. It is expected that representatives of KPMG LLP will be present at the Meeting. KPMG LLP were appointed as our external auditors in 1999. We comply with the requirement regarding the rotation of our audit engagement partner every five years. A new audit engagement partner was appointed in 2020.

The following table shows the total fees we incurred with KPMG LLP in 2022 and 2021:

ADVISORY VOTE ON APPROACH TO EXECUTIVE COMPENSATION

The People & Compensation Committee (“PCC”) monitors developments and trends relating to best practices on corporate governance and executive compensation, including relating to “say-on-pay” in Canada and in the United States. In the United States, the SEC has established “say-on-pay” advisory shareholder vote

requirements for certain issuers. Although the Corporation’s Shares are traded on NASDAQ, Ballard is a “foreign private issuer” under applicable SEC rules and, accordingly, these requirements do not apply to the Corporation. Although “say-on-pay” shareholder votes have yet to be mandated in Canada, a number of larger issuers in Canada have voluntarily implemented such advisory votes. Ballard has also voluntarily implemented “say on pay” advisory votes. At the request of the Board, our shareholders have passed resolutions, on an advisory basis, accepting the Corporation’s approach to executive compensation since 2011.

The PCC recommended to the Board that Shareholders again be provided the opportunity, on an advisory basis, to vote at the Meeting in respect of the Corporation’s approach to executive compensation. The PCC also recommended that adoption by the Board of a formal “say-on-pay” policy should continue to be deferred until applicable Canadian securities regulatory authorities have set out the regulatory requirements applicable to the Corporation.

Accordingly, Shareholders are able to vote at this Meeting, on an advisory and non-binding basis, “FOR” or “AGAINST” the Corporation’s current approach to executive compensation through the following resolution:

“RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors of the Corporation, that the Shareholders accept the approach to executive compensation disclosed in the Corporation’s Circular dated April 10, 2023.”

The Board believes that Shareholders should be well informed about and fully understand the objectives, philosophy and principles that it has used to make executive compensation decisions. For information regarding Ballard’s approach to executive compensation, Shareholders should review the section entitled “Executive Compensation – Compensation Discussion and Analysis” appearing below in this Circular.

Approval of the above advisory resolution will require an affirmative vote of a majority of the votes cast on the matter at the Meeting. Abstentions will have no effect and will not be counted as votes cast on the resolution. As the vote on this resolution is advisory, the results will not be binding on the Board or the PCC. However, the Board and the PCC will take the results of the advisory vote into account, as appropriate, as part of their ongoing review of the Corporation’s executive compensation objectives, philosophy, principles, policies and programs.

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

No one who has been a director, director nominee or executive officer of ours at any time since January 1, 2023, or any of his or her associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of Shares or otherwise, in any matter to be acted on at the Meeting other than the election of directors.

CORPORATE GOVERNANCE

Our Board and senior management consider good corporate governance to be central to our effective and efficient operation. We monitor corporate governance initiatives as they develop and benchmark industry practices to ensure that we are complying with applicable corporate governance rules.

Our corporate governance practices are reflected in our Corporate Governance Policies, which provide for board composition and director qualification standards, tenure and term limits, director responsibilities, the form and amount of director compensation, director orientation and continuing education, management succession planning and performance evaluation of the Board.

The Board operates under a formal mandate (a copy of which is attached as Appendix “A”), which sets out its duties and responsibilities, including matters such as corporate strategy, fiscal management and reporting, selection of management, legal and regulatory compliance, risk management, cybersecurity, external communications and board effectiveness. The Board has also established terms of reference for the Board Chair and for individual directors that set out the directors’ individual responsibilities and duties. Terms of reference are also established for the CEO. These terms of reference and our Corporate Governance Policies serve as a code of conduct with which each director is expected to comply, and address matters such as conflicts of interest, the duties and standard of care of directors, the level of availability expected of directors,

requirements for maximizing the effectiveness of Board and committee meetings, and considerations that directors are to keep in mind in order to make effective and informed decisions.

In addition, we have a Board-approved Code of Ethics, which applies to all members of the Board, as well as our officers and employees. This document is reviewed annually and updated or revised as necessary. Annually, all our regular full/part time and temporary employees of Ballard and our subsidiaries globally, and the Board, are required to formally acknowledge they have read, reviewed and comply with the Code of Ethics. A compliance report is then presented to the Sustainability & Governance Committee (“SGC”) and Board.

Copies of our Corporate Governance Policies, the Board mandate, Chair and director terms of reference and our Code of Ethics can be found on our website (https://www.ballard.com/investors/governance).

We believe that we comply with all applicable Canadian securities administrators (“CSA”) and NASDAQ corporate governance rules and guidelines. The CSA requires that listed corporations subject to National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) disclose their policies respecting corporate governance. We comply with NI 58-101, which addresses matters such as the constitution and independence of corporate boards, the functions to be performed by boards and their committees, and the effectiveness and education of board members. We are exempt from the NASDAQ corporate governance rule requiring that each NASDAQ quoted company has in place a minimum quorum requirement for shareholder meetings of 33 1/3% of the outstanding shares of the company’s voting common stock. Our by-laws currently provide that a quorum is met if holders of at least 25% of the votes eligible to be cast at a Shareholders’ meeting are present or represented by proxy at the meeting.

We have also reviewed our internal control and disclosure procedures, and are satisfied that they are sufficient to enable our Chief Executive Officer and Chief Financial Officer to certify our interim and annual financial reports filed with Canadian securities regulatory authorities, and to certify our annual financial reports filed with the SEC.

SHAREHOLDER FEEDBACK AND COMMUNICATION

Our directors and managers recognize the benefits that come from a robust dialogue with shareholders and other relevant parties. We maintain an ongoing dialogue with our shareholders around our growth strategy, market positioning, financial performance, ESG practices, executive compensation, and corporate governance. Throughout the year, members of our Investor Relations team and leaders of our business engage with our shareholders to seek their input and feedback, to remain well-informed regarding their perspectives and to help increase their understanding of our business. Shareholders are able to send a message to our Investor Relations team directly at investors@ballard.com, ensuring that Ballard as an organization is accessible to all investors.

We have an e-mail process for Shareholders to communicate directly with the Board. Shareholders who wish to can send a message to the Board Chair at boardofdirectors@ballard.com. The email address is also available on our website (http://ballard.com/contact-us). A summary of shareholder feedback that is received by us is provided to the Board through a quarterly report.

Additionally, we plan to host our Capital Markets Day on June 13, 2023, to provide an update on our business, including our corporate strategy and outlook. We will provide additional details on how to participate in this event in the coming months and we look forward to addressing your questions and feedback.

BOARD COMPOSITION AND NOMINATION PROCESS

All of our directors are independent except for Randy MacEwen, our President and Chief Executive Officer. “Independence” is judged in accordance with the provisions of the United States Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), and as determined by the CSA and the NASDAQ. Mr. Jiang and Mr. Sun, as Weichai nominees, are not considered independent under NASDAQ rules for the purposes of serving on the Audit Committee. We conduct an annual review of the other corporate boards on which our directors sit and have determined that currently there are no board interlocks with respect to our directors. The Board has also established a guideline for outside public board service. Directors may sit on no more than five public company boards, including the Corporation's Board; and for directors who are CEOs (or hold similar positions), no more than two public company boards in addition to his/her own company’s board. In calculating service on public

company boards, service on a board of a company affiliated with the director’s employer is not included. Currently all of our Board members comply with this guideline.

The Board believes that its membership should be composed of highly qualified directors with diverse and complementary backgrounds, skills sets and experience bases and who demonstrate integrity and suitability for overseeing management. Our SGC conducts an annual process under which an assessment is made of the skills, expertise and competencies of the directors and is compared to our needs and the needs of the Board. This process culminates in a recommendation to the Board of individual nominee directors for election at our annual Shareholders’ meeting. To this end, the SGC will, when identifying candidates to recommend for appointment or election to the Board:

DIVERSITY

The Board considers diversity (including gender, as well as members of minority groups, geography, skills, competency and age) as one of the important criteria relative to the composition of the Board and management. To this end, the Corporation has adopted a Diversity & Inclusion Policy, a copy of which can be found on our website (https://www.ballard.com/investors/governance), which guides the identification and nomination of diverse directors and executive officers.

The Board acknowledges the value of diversity in contributing to enhanced decision making and increased shareholder value and promotes diversity and inclusion as part of the corporate culture.

Ballard’s director nominees represent a well-rounded diversity of skills, knowledge, experience and perspectives and all are seasoned leaders. The following table provides a summary of the gender and demographic diversity of our directors.

During 2022, the Board had ten directors, of which three directors were women, representing 30% of the number of directors. In February 2023, Duy-Loan Le resigned from the Board. As a result, until a replacement director is appointed, the Board is currently comprised of nine directors, of which two directors are women, representing 22% of the number of directors. The Corporation plans to conduct a search for a replacement director in 2023, and expects to have at least three women on the Board in late 2023 or early 2024, representing at least 30% of the number of directors at such time.

The Corporation does not have a target number of women executive officers. Given the small size of its executive team, the Corporation believes that implementing targets would not be appropriate. However, in its hiring practices, the Corporation considers the number of women and other diverse candidates in executive officer positions and the desirability of achieving an appropriate level of representation. The PCC and Board annually review executive succession plans and emerging leadership candidates, including a review of demographic information to ensure the correct focus on diversity. Individual development plans are established by management, including those for female leaders The Corporation is also a member of the Canadian chapter of the 30% Club, a group whose aspirational goal is for 30% of board seats and C-Suites to be held by women by 2022. As noted above, the Corporation achieved this aspirational goal for Board gender diversity during 2022. For our executive team, during most of 2022, we had six executives, including two women, representing 33% of our executives. However, given changes to our executive team during 2022 and in early 2023, we currently have a total of seven executives, including one woman, representing 14% of our executives. The changes to our executive team in 2022 and early 2023 included the hiring of Mr. David Mucciacciaro as our Chief Commercial Officer (succeeding a male executive in this role who retired during 2022), the hiring of Mr. Mircea Gradu as our Chief Engineering Officer (which was a new role added to our executive team in 2022), the promotion of Ms. Jyoti Sidhu (who previously served as SVP, Operations) as our Chief People Officer (replacing the departure of a woman executive previously in this role), and the hiring of Mr. Mark Biznek as our new Chief Operating Officer (succeeding Ms. Sidhu as our senior operations leader, who previously served as our SVP, Operations). For the hiring of each of these executive roles during 2022 and early 2023, we used the services of an executive search firm to identify and screen potential candidates, with gender diversity as a key part of our search criteria and candidate mix. While we targeted to increase the gender diversity of our executive team during these searches in 2022, we were not successful at qualifying and progressing women candidates through the hiring process for the Chief Commercial Officer, Chief Engineering Officer and Chief Operating Officer roles. We continue to prioritize gender diversity in our succession planning and search criteria.

The PCC assesses the effectiveness of the Corporation’s approach to diversity annually and recommends changes to the Board, including the possible adoption of measurable diversity objectives for executive positions, as appropriate. For more details on the Corporation’s global diversity and inclusion programs, please review the ESG reports found on our website (https://www.ballard.com/about-ballard/our-sustainability).

BOARD COMPETENCIES

The SGC defines director competency as skill, knowledge, education, experience or expertise that can be measured and contributes to director effectiveness. It is not necessary for directors to be expert in most or even many competencies. What is important is that the Board has the collective knowledge and experience to provide oversight and strategic advice to management. The SGC and the Board have determined that the following competencies are the most relevant for the Board at this time:

Annually, each director completes a self-assessment of their knowledge, skills and experience for each of the relevant competencies. This information is used to assess the Board’s overall strengths and to assist in the Board’s ongoing renewal process, which balances the need for experience and knowledge of the Corporation’s business with the benefit of board renewal and diversity. Although the directors have a breadth of experience in many areas, the skills matrix set out below lists the key competencies determined by each director. The matrix is not intended to be an exhaustive list of each director’s skills and experience.

Competencies
CEO/Executive Leadership	ü		ü	ü	ü	ü	ü		ü
Strategy	ü	ü	ü	ü	ü	ü	ü	ü	ü
Financial Literacy	ü	ü		ü			ü		ü
M&A and Capital Markets	ü	ü	ü	ü	ü
Corporate Governance	ü	ü	ü	ü	ü		ü		ü
People and Compensation		ü	ü	ü	ü				ü
Technology						ü	ü	ü
Hydrogen Economy				ü		ü		ü
Transportation and Mobility			ü		ü			ü
Global Markets	ü	ü	ü	ü	ü	ü	ü	ü
Sales/Marketing			ü				ü

BOARD ORIENTATION AND EDUCATION

We have established a formal director orientation and ongoing education program. Upon joining our Board, each director receives an orientation regarding our business. Such orientation includes site visits to our manufacturing facilities, presentations regarding our business, technology and products, and access to digital resources that contain various reference documents and information. Continuing education is offered by way of ongoing circulation of information regarding material industry developments and other topical subject matters; management presentations at Board meetings; and guest speakers who are invited to speak to our Board on various topics. From time to time, we have invited guest speakers to speak to our Board about the fuel cell industry, government policy, regional markets, capital markets, ESG, corporate governance and risk management, and internal management representatives to speak about various issues, including relating to our industry, business, strategy, markets, customers, projects, technology, products, services, operations, employee relations, investor relations and risks. The orientation and ongoing educational presentations that are made by internal management provide an opportunity for Board members to meet and interact with members of our management team.

The Board prepares an annual education calendar with input from management. Board meetings include regular management presentations on business and operations, and the Board also receive educational presentations from management on various topics. Directors also participate in online conferences and education programs provided by NACD, ICD and other providers. In 2022, Board education sessions included presentations, materials and/or speakers on a variety of topics, including industry developments, bus customer panel, carbon markets, competitive benchmarking, product roadmap, strategy, enterprise risk management, next generation production processes and global geopolitics.

BOARD AND DIRECTOR PERFORMANCE EVALUATIONS

Each year, the Board conducts an evaluation and review of its performance during the past year. The evaluation is conducted through a process determined from time to time by the SGC which elicits responses from individual directors on a confidential basis regarding performance and effectiveness of the Board and individual directors. The process may include the completion of a questionnaire by all of the directors as well as individual director self-evaluations and peer evaluations. The SGC presents the summary results to the full Board, which then determines appropriate actions and changes to improve overall Board effectiveness.

In 2022, the process included completion of a confidential survey by each director. The survey included questions relating to Board organization and function; committee organization and function; Board relationships; director responsibilities and Board impact; Board succession; and also included peer reviews. A written summary of the survey results was presented to the SGC. The Board Chair provided one-on-one feedback to each Board member, and the SGC Chair provided one-on-one feedback to the Board Chair.

The Board also identifies a list of focus priorities each year. The SGC and the Board regularly monitor progress against these priorities throughout the year.

TENURE AND TERM LIMITS

Directors are elected yearly at our annual Shareholders’ meeting and serve on the Board until the following annual Shareholders’ meeting, at which time they either stand for re-election or leave the Board. If no meeting is held, each director serves until his or her successor is elected or appointed, unless the director resigns earlier.

Independent directors (excluding nominee directors) are expected to serve on at least one Committee of the Board. The SGC is tasked with ensuring a rotation of Committee members and Chairs to broaden the experience and skills of each member of the Board, and ensure an appropriate mix of experience and expertise in respect of the various roles of the Board and its committees.

DIRECTOR SHARE OWNERSHIP GUIDELINES

We have minimum share ownership guidelines that apply to our directors, other than management directors (Mr. MacEwen, who is subject to similar guidelines for our executive officers) and directors who are shareholder nominees appointed pursuant to agreements with the Corporation (Mr. Jiang and Mr. Sun, who are Weichai nominees).

All other directors are required to hold at least the number of Shares that has a value equivalent to three times the director’s prevailing annual retainer. Directors have six years from the date that they are first elected to the Board to comply with this minimum share ownership guideline. Any DSUs that a director receives as payment for all or part of their annual retainer will be credited towards calculating achievement of the minimum share ownership requirements.

The value of Shares and DSUs held by directors is measured on or about December 31^st of each year based on the purchase price actually paid by the director for such Shares or the value of DSUs or Shares received by the director when issued to the director by the Corporation.

Any director who fails to comply with the minimum share ownership guidelines will not be eligible to stand for re-election. Currently, all of our directors have met or are on track to achieve these guidelines.

BOARD MEETINGS

The Board meets on a regularly scheduled basis and directors are kept informed of our business and operations at meetings of the Board and its committees, and through reports by and discussions with management and committee chairs. The Board met nine (9) times during 2022. The independent directors held in camera sessions during each meeting, without management present.

The Board has set a minimum meeting attendance guideline of 75%. Non-compliance with this guideline by a director is one of the factors considered in his or her individual performance evaluation at the end of the year.

The Chair of the Board is responsible for ensuring the appropriate organization, content and flow of information to the Board and that all concerns of the directors are addressed. The Chair of the Board reviews and sets the agenda for each Board meeting. The Chair of the Board is also responsible for organizing and setting the frequency of Board meetings and ensuring that Board meetings are conducted efficiently.

COMMITTEES OF THE BOARD

In 2022, the Board strengthened oversight responsibility of sustainability and ESG matters through changes to its standing committees. The responsibilities of the People, Corporate Governance & Compensation Committee was split into two committees, the People & Compensation Committee and the Sustainability & Governance Committee. As a result, the Board currently has four standing committees: (1) the Audit Committee; (2) the People & Compensation Committee (PCC); (3) the Sustainability & Governance Committee (SGC); and (4) the Commercial Committee.

Each committee has been delegated certain responsibilities, performs certain advisory functions and either makes certain decisions or makes recommendations to the Board. Each committee chair reports on the activities of the committee to the Board following each committee meeting. The members of these committees are all independent.

Starting in 2022, directors who are appointed by Shareholders pursuant to agreements with the Corporation are not eligible to serve on board committees.

The following chart sets out the members of our standing committees:

After the Meeting, we will reconstitute the standing committees to reflect the newly elected Board.

Audit Committee

The Audit Committee met five (5) times during 2022. The Audit Committee is constituted in accordance with SEC rules, applicable Canadian securities laws and applicable NASDAQ rules. The Audit Committee has at least three members, Kathy Bayless, Douglas P. Hayhurst and Janet Woodruff, who qualify as audit committee financial experts under applicable securities regulations. Members of the Audit Committee are independent directors in accordance with the applicable Canadian and United States securities laws and exchange requirements and are financially literate.

The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities regarding:

For a more detailed description of the Audit Committee or to see the Audit Committee’s mandate, see the section entitled “Audit Committee Matters” in our Annual Information Form dated March 16, 2023, which section is incorporated by reference into this Circular. The Audit Committee mandate is also posted on our website (https://www.ballard.com/investors/governance).

People & Compensation Committee

Following the split of the People, Corporate Governance & Compensation Committee (“PCGCC”) into two new standing committees, the PCC was formed in June 2022. The PCC met five (5) times during 2022.

Collectively, the PCC members have extensive compensation-related experience as senior executives (past and present) and members of the board of directors and committees of other public and private corporations. Members of the PCC are independent directors in accordance with the applicable Canadian and United States securities laws and exchange requirements.

The PCC is responsible for assisting the Board in fulfilling its oversight responsibilities regarding certain people, culture and compensation matters, including:

The PCC has the authority to appoint compensation consultants, determine their level of remuneration, and oversee and terminate their services. Such consultants report directly to the PCC.

The PCC mandate is posted on our website (https://www.ballard.com/investors/governance). The mandate is reviewed annually and the committee’s performance is assessed annually through a process overseen by the Board.

Sustainability & Governance Committee

Following the split of the PCGCC into two new standing committees, the SGC was formed in June 2022. The SGC met two (2) times during 2022. Members of the SGC are independent directors in accordance with the applicable Canadian and United States securities laws and exchange requirements.

The SGC is responsible for assisting the Board in fulfilling its oversight responsibilities regarding certain environmental, social and governance (“ESG”) matters, including:

The SGC has the authority to appoint compensation consultants, determine their level of remuneration, and oversee and terminate their services. Such consultants report directly to the SGC.

The SGC mandate is posted on our website (https://www.ballard.com/investors/governance). The mandate is reviewed annually, and the committee’s performance is assessed annually through a process overseen by the Board.

Commercial Committee

Following the investment in the Corporation by Weichai in late 2018, and the appointment of two Weichai nominees to the Board in early 2019, the Board established the Commercial Committee to oversee the management of the Corporation's business and affairs relating to certain existing or prospective key partners (which may include customers, suppliers, contract manufacturers, joint venture or other strategic partners) and commercially sensitive and/or proprietary information.

Members of the Commercial Committee must not, in the opinion of the Board: (i) have a direct or indirect material relationship with any key partner of the Corporation; or (ii) have a relationship with a key partner that could reasonably be expected to compromise any commercially sensitive and/or proprietary information of any other key partners or of the Corporation.

The Commercial Committee met three (3) times in 2022. The Commercial Committee’s mandate is posted on our website (https://www.ballard.com/investors/governance).

People, Corporate Governance & Compensation Committee

The PCGCC met four (4) times during 2022 before being split into the PCC and SGC in June 2022. The committee members were Douglas P. Hayhurst, Duy-Loan Le, Hubertus M. Muehlhaeuser, James Roche and Janet Woodruff (Chair). The committee’s mandate encompassed the responsibilities of the PCC and SGC described above.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section discusses the elements of compensation earned by our “Named Executive Officers” (or “NEOs”) as of December 31, 2022:

           ⁽¹⁾      Appointed May 23, 2022

EXECUTIVE SUMMARY

Objectives and Philosophy

The Corporation puts a considerable amount of effort into the development, and ongoing monitoring and management, of our executive compensation plan. This includes monitoring of industry best-practices, benchmarking against relevant comparators inside and outside the fuel cell industry sector, and the involvement of expert third parties to provide independent executive compensation advice. We also solicit investor feedback on our executive compensation approach by providing an advisory “say-on-pay” vote.

Highlights of 2022 Corporate Performance

The Corporation did not achieve the 2022 quantitative annual goals related to revenue and order book. Notwithstanding the weak performance against these goals, the Corporation made important progress on several strategic fronts, including the following:

Alignment of Corporate Performance and CEO Pay

In 2022, organizational performance measured by the Corporate Scorecard was below target, and thus the bonus payout was below target (55% of target). No PSUs were earned subject to the 2022 PSU Scorecard due to performance below threshold payout levels. As result, actual CEO total direct compensation in 2022 was CDN$2,775,000, which was below target total direct compensation of CDN$3,000,000.

Separately, in 2022 actual CEO realized pay was CDN$3,160,317, as defined by the sum of base salary earned, annual bonus achieved plus the value of vested equity during the year, which value includes vesting of awards that were granted before the 2022 performance period.

Summary of 2023 Executive Compensation Program Changes

In 2022, the PCC engaged Hugessen Consulting Inc. (“Hugessen”), an independent executive compensation advising firm, to undertake a diagnostic review of Ballard’s short-term incentive plan (STIP) and long-term incentive plan (LTIP) for executives and related pay governance. The review affirmed that Ballard’s pay philosophy, pay mix, and STIP were consistent with market practice. While the findings showed that the mix of instruments in LTIPs varies widely amongst pay comparators, and there was no obvious misalignment between Ballard’s practices and market, there was consensus on the opportunity to further align pay for performance through our LTIP design.

Starting in 2023, stock options will no longer be a part of our executive LTIP. LTIP grants will comprise 75% PSUs subject to time and performance vesting criteria, and 25% RSUs subject to time vesting. PSUs will have a 3-year cliff vest and be subject to 3-year performance metrics tied to our strategic plan and relative Total Shareholder Return (rTSR). For a detailed description of the changes to the execution compensation program, see “2023 Executive Compensation Program Changes”, below.

The PCC, in consultation with Hugessen, continually monitors and assesses risks associated with our executive compensation programs and policies. There are no material risks associated with the compensation programs that were identified in the course of the review. The Committee will continue to monitor programs to maintain high governance standards.

COMPENSATION FRAMEWORK

How Executive Compensation is Determined

The PCC reviews and approves executive officers’ compensation and benefits plans, including our annual bonus plan and our long-term equity-based compensation plans. As part of its mandate, the PCC:

Highlights of our Executive Compensation Philosophy

Our compensation philosophy focuses on creating shareholder value, paying for performance and effective risk management. Our objective is to pay competitively in the markets in which we compete for talent, while also aligning compensation with value created for shareholders.

We target our compensation at the 50^th percentile of the market, with actual compensation varying above and below based on performance and relative experience.

Pay for Performance and Incentive Awards Aligned with Shareholders Interests

The alignment between pay for performance for executive officers and Shareholder interests is clearly demonstrated as follows:

Annual Bonus Plan – Performance measures are substantially and directly linked to the Annual Operating Plan and certain strategic objectives, and achievement against those measures determines the size of the annual executive bonus award. When corporate performance is below the minimum level expected by the Board, this amount could be zero. Equally, over-achievement against the measures may result in payment of bonus greater than the targeted amount, up to 150% of target.

Long Term Incentive Plan – PSUs deliver compensation value to executives by tying the earning of PSUs (i.e., ability to receive value from units) to the extent that performance measures related to key business objectives are met. In addition, the value of each vested unit changes in line with movements in the Corporation’s Share price. RSUs serve as a retention tool as they are only subject to time vesting. Stock Options align pay with future Share price performance as the compensation realised is based solely on Share price appreciation in excess of the fair market value at the time of grant.

Executive Pay Mix and the Emphasis on “At Risk” Pay

We emphasize performance by linking a significant proportion of our executive officers’ total annual compensation to corporate and individual performance. For 2022, the amount of target annual compensation earned that was “at risk” was 80% for the CEO and 57% for our other Named Executive Officers, in the form of variable and/or performance-related compensation as shown below (including annual bonus, PSUs, RSUs and stock options).

As such, executives will only receive value from those elements to the extent that the relevant performance conditions and vesting conditions are met. With long-term incentive (LTI), values are also aligned with share price performance.

Advisors to the People & Compensation Committee

From 2008, Willis Towers Watson (“WTW”) had been retained to provide executive compensation benchmarking and general executive compensation, equity plan and Board compensation advisory services. In support of responsible practice, Ballard went to market in 2022 to assess prospective partners for executive compensation and selected Hugessen as compensation consultants. In 2022, Hugessen provided input into the market competitiveness of the compensation arrangements for our executives and Board.

The following table sets out the fees paid to WTW and Hugessen during each of the two most recently completed financial years:

The Use of Benchmarking

Our overall compensation objective is to target pay at the 50^th percentile of our comparator group. Over-achievement or under-achievement will result in actual payments for performance-based compensation being over or under the targeted amounts. Pay level setting for executives considers relevant factors such as experience, tenure, performance of the individual, etc., and thus while the 50^th percentile is the objective, it is not necessarily always met.

The PCC reviews the composition of the comparator group annually and updates it as required. Benchmarking for a company of Ballard’s size and stage of business is particularly challenging as our industry is nascent and there are few companies directly comparable. Many of the direct competitors in our industry are private or smaller fuel cell companies that are publicly traded. By contrast, companies in broader comparator groups, such as industrials and technology companies, are often significantly larger revenue companies that provide similarly inappropriate benchmarks. In determining the appropriate comparator group, the PCC utilizes

benchmarking as a key input and considers several factors detailed below, including the labor markets in which we compete for executive talent.

In 2022, the PCC, working with Hugessen, conducted the annual review of the comparator group, resulting in several changes to our 2023 comparator group: removing 10 companies and adding 10 companies. Most notably, the refreshed comparator group is more representative of the regions where Ballard operates. The refreshed comparator group represents a suitable mix of Canadian, US and European companies exhibiting key characteristics that align with Ballard, including: a growth orientation, market capitalization, revenue, employee base, asset base and market focus.

Our comparator group for 2023 is:

The PCC compares each executive officer’s annual salary, target annual incentive bonus and long-term incentive compensation value, both separately and in the aggregate, to amounts paid for comparable roles at comparator group companies.

As part of the review of our executive compensation practices and comparator group in 2022, the PCC, with support from Hugessen, determined to change the Corporation’s approach to benchmarking compensation relative to currency. Prior to 2023, our compensation benchmarking approach was to treat Canadian dollar compensation and US dollar compensation at par. With the hiring of new executives in 2021 and 2022, we observed that we are increasingly hiring executive talent from the US market and that currency was becoming an increasingly significant factor in comparative compensation for candidates and relative compensation among our executive team. Accordingly, to ensure we pay competitively in the markets in which we compete for talent, we have revised our approach to benchmarking compensation that is paid in US dollars to be converted into Canadian dollars using a rolling 3-year average foreign exchange rate, rather than benchmarking compensation paid in US dollars at par to Canadian dollars.

Market Analysis

In 2021, WTW assessed the market competitiveness of the compensation arrangements for Ballard’s executive team against the comparator group of companies, for target total direct compensation (salary + target bonus + long-term incentives). Based on this assessment, no changes were made to the compensation structure for 2022, other than the relative weighting of the quantitative and qualitative performance measures, as outlined below.

Compensation Framework for 2022

The 2022 compensation program for our executive officers has four primary components that deliver pay over the short- and long-term:

ELEMENTS OF EXECUTIVE COMPENSATION

Annual Salary

The PCC approves the annual salary of our executive officers (excluding Jesper Themsen in 2022, as noted above). Salary guidelines and adjustments for our executive officers are considered with reference to:

The following table outlines the base salaries in 2021 and the increases approved by the PCC (excluding Jesper Themsen) for 2022 base salaries.

Annual Target Bonus for Executive Officers

In 2022, based on the analysis and recommendations from WTW, there were no changes made to short-term incentive structure or target bonus.

Annual performance bonus payments for each of the executive officers are determined at the discretion of the PCC and the Board with reference to (i) actual annual corporate performance against predetermined Corporate Scorecard goals, resulting in a Corporate Scorecard Multiplier, and (ii) actual annual individual executive performance against predetermined annual individual objectives, resulting in an Individual Performance Multiplier.

For a full discussion of annual incentive compensation for our President and CEO, see the section entitled “CEO Compensation”.

Methodology for Determining Annual Incentives

For 2022, the actual annual bonus for each executive officer is determined by the PCC based on the following formula:

Corporate Scorecard Multiplier

The Corporate Scorecard Multiplier is determined on completion of each fiscal year by the PCC and approved by the Board with reference to achievement against the goals set out in a Corporate Performance Scorecard approved by the PCC and the Board at the start of the year. Each goal on the Corporate Performance Scorecard is assigned a relative weighting in terms of importance to the performance of the Corporation. The Corporate Performance Scorecard typically includes a mix of quantitative financial metrics and qualitative goals. The

quantitative financial metrics typically include a threshold level of performance below which the contribution of that goal to the overall corporate scorecard multiplier is zero, and a maximum beyond which no further contribution to the corporate scorecard multiplier accrues. The financial targets in the Corporate Scorecard reflect the annual operating plan goals and if met receive a 100% payout for the metric.

For 2022, the Corporate Performance Scorecard reflected a balance of quantitative annual goals focused on delivery of the 2022 operating plan (40% of the scorecard) and qualitative goals focused on key strategic outcomes to be achieved during 2022 to better position the Corporation for longer term success (60% of the scorecard).

The quantitative annual goals related to annual revenue and order book weighted 20% each, representing a total of 40% of the 2022 Corporate Scorecard. The range of possible scoring against each of these quantitative goals was between 0% and 150% of achievement, with a 100% rating being achieved at the Corporation’s annual operating plan for 2022.

The three qualitative goals were weighted at 60% in total. The first qualitative goal, weighted at 10%, was focused on the Corporation’s development of an implementation plan to enable Ballard to achieve carbon neutrality by 2030. The second qualitative goal, weighted at 25%, was focused on achieving a cost reduction of 25% in $/kW for the FCmove HD+ module. The third qualitative goal, weighted at 25%, was signing an agreement relating to a significant strategic transaction, major customer program or major commercial contract that supports future scaling and profitability.

Based on the Corporation’s actual performance in 2022, the Board assessed the Corporate Performance Scorecard as follows:

Individual Performance Multiplier

The individual performance multiplier is determined with reference to achievement against the individual goals set for each executive officer and demonstration of the Corporation’s cultural values. Individual goals are set for individual executive officers by the CEO and reviewed by the PCC, and are based on agreed, objective and identifiable measures related to their roles, and aligned to the corporate performance goals. An individual performance multiplier greater than 100% (up to 150%) may be awarded for superior performance against these goals, with an individual performance multiplier of less than 100% being awarded for performance that does not achieve the goals.

In 2022, Named Executive Officers had an individual multiplier of 80% - 95%. Our executive officers received their 2022 bonus in cash.

A summary of the Named Executive Officers’ annual bonus payments for 2022 is as follows:

Long Term Incentives

We provide our executive officers with equity-based long-term incentives through the Consolidated Share Option Plan (“Option Plan”) and the Consolidated Share Distribution Plan (“SDP”). For 2022 and recent prior years, our equity-based long-term incentives have typically taken the form of PSUs or Stock Options. These plans are designed to align executive officer remuneration with performance and long-term shareholder value. They serve a vital role in retaining executives as value under the plans is only received over time.

Performance Share Units

Performance Share Units (PSUs) typically comprise 75% of the long-term incentive compensation provided to an executive. The number of PSUs granted to each executive officer is usually determined in the first quarter of each financial year, as a percentage of base salary. The PSUs provide for earning of one third of the grant each year over a period of three years, subject to achievement of certain performance criteria (the “PSU Scorecard”) in each year. The amount of potential earned PSUs is based on performance against the PSU Scorecard in each year. Below a threshold PSU Scorecard performance, no PSUs are earned. Up to 200% of PSUs can be earned for PSU Scorecard performance in excess of 100%.

Although PSUs are earned during each of the three years based on performance, they are also subject to a vesting time period. For example, for PSUs granted in 2022, one third are eligible to be earned in each of 2023, 2024 and 2025; all earned PSUs will then vest in early 2025. Redemption of vested PSUs may be satisfied either with Shares bought under the Market Purchase PSU Plan or by treasury Shares reserved under the SDP.

One-time new hire RSU grants are not subject to the PSU Scorecard.

Starting in 2023, PSU performance criteria will be established for the three-year period based on performance metrics from the Corporation’s strategic plan and relative Total Shareholder Return (rTSR). Also, starting in 2023, RSUs will form 25% of the LTIP program rather than stock options. See “2023 Executive Compensation Program Changes”, below, for further information.

Following the executive compensation review in 2022, the PCC and Board changed the approach to performance metrics for new PSU grants to executives for 2023. For 2023 grants that cliff vest in 2025, performance vesting will be based on two metrics that are equally weighted: (i) cumulative revenue during the three-year vesting period, consistent with the Corporation’s strategic plan, and (ii) relative total shareholder return (rTSR) against a defined comparator group. This is an important change from PSU grants in prior years which, although cliff vest after three years, the measurement periods were annually during the three-year term. The vesting performance criteria for PSUs granted during the five years prior to 2023 were typically based on annual revenue and gross margin dollars, equally weighted, in each discrete year during the three-year vesting period. As part of the recent review and changes to new grants starting in 2023, the PCC and Board also set the 2023 PSU performance vesting criteria for in-flight PSUs granted in 2021 and 2022. Having considered a variety of factors and potential metrics, and based on the stage of development of the industry and the Corporation’s business, 2023 priority focus areas in the business, the importance of customer platform wins and market share, primary indicators of financial performance in 2023, the performance metrics used in the 2023 short-term incentive plan, and the two metrics used for the new 2023 PSU grants, the PCC and Board determined to set revenue as the sole 2023 PSU performance measure for in-flight PSUs granted in 2021 and 2022.

Stock Options

In 2022 and prior years, stock options are a part of each executive’s annual compensation package and are granted annually in respect of approximately 25% of the long-term incentive compensation to be provided to an executive.

Under our Option Plan:

Starting in 2023, stock options will no longer be a part of our executive LTIP. See “2023 Executive Compensation Program Changes”, below, for further information.

Target Value of LTI

The target value of long-term incentives granted to Named Executive Officers in 2022, and the composition of long-term incentives is set out in the table below.

                                               Total LTI Mix (%)

This element of compensation supports the Corporation’s overall compensation objectives by linking our Shareholders’ interests with those of our executive officers, by providing our executive officers with compensation that is driven by the experience of our Shareholders in terms of our share price performance, and in the case of PSUs is further tied to the achievement of performance measures. In addition, we require our executive officers to comply with minimum share ownership guidelines that further align them with the Shareholders’ experience.

For 2022, the awards to our Named Executive Officers were as follows:

                                               Number Granted

Vesting Awards

In 2022, the following PSUs vested and were redeemed into Shares for the Named Executive Officers:

On March 15, 2022, 173,087 PSUs vested and after statutory withholdings, 142,771 PSUs were redeemed into Shares, representing the 2019 annual PSU awards granted to Randy MacEwen and Kevin Colbow, a third of which were earned subject to the 2019, 2020, and 2021 PSU Scorecard achievements, which were 123%, 96%, and 100%, respectively.

Earned Awards

In 2022, the performance criteria for the PSU Scorecard were scaled targets for annual revenue and gross margin dollars that were linked to the 2022 Annual Operating Plan. Revenue and gross margin performance

were weighted equally under the PSU Scorecard. Since the Corporation did not achieve the threshold PSU Scorecard performance in 2022, no PSUs subject to the 2022 PSU Scorecard were earned.

Perquisites

In addition to cash and equity compensation, the Corporation provides Named Executive Officers with certain personal benefits, consistent with similar benefits coverage within the comparator group. These benefits typically include a car allowance, medical benefits program, long and short-term disability coverage, life insurance, an annual medical and a financial planning allowance.

Retirement Benefits

Executives are eligible to receive a matching contribution by the Corporation to their RRSP, 401(k) or similar retirement plan. All executives resident in Canada receive an RRSP contribution up to 50% of the maximum amount allowable under the Income Tax Act (Canada). Annual contributions are pro-rated for any partial year of employment.

In 2022

Mr. MacEwen and Dr. Colbow received an RRSP contribution from the Corporation, equal to 50% of the maximum amount allowable under the Income Tax Act (Canada), as each of them made an equivalent personal matching contribution.

Mr. Dobson received an RRSP contribution from the Corporation equal to 29% of the maximum amount allowable under the Income Tax Act (Canada), as he made an equivalent personal matching contribution.

Mr. Mucciacciaro received a 401(k) contribution from the Corporation equal to 3.85% of the annual maximum of the Internal Revenue Service; as he made an equivalent personal matching contribution.

Mr. Themsen received a pension contribution from the company of 10% of his annual base salary as a pension contribution, consistent with local Danish pension, as he made the required personal matching contribution of 5%.

None of the Named Executive Officers participated in any sponsored Defined Benefits Plan, Defined Contribution Plan, or Supplemental Executive Retirement Plan, nor did they receive contributions to any such plan on their behalf from the Corporation.

CEO COMPENSATION

2022 CEO Compensation

Mr. MacEwen’s target bonus for 2022 was CDN$600,000, which was 100% of his annual base salary. His actual bonus for 2022 was determined by the PCC and the Board based on corporate financial and operational performance reflected in the Corporate Performance Scorecard rating (70% weighting), plus performance relative to his individual goals for 2022 (30% weighting), as approved by the PCC and the Board.

80% of the CEO’s target compensation is ‘at-risk’ (via the annual bonus plan and long-term incentive awards): 65% of his target compensation is linked directly to performance goals (via annual bonus plan and PSUs); and 60% of his target compensation is linked to the performance of Shares (via PSUs and Stock Option grants).

COMPENSATION GOVERNANCE

Compensation Risk Considerations

The PCC and Board believe that the risk associated with our compensation practices is relatively low. Given the increased emphasis placed on ensuring that compensation practices do not encourage behaviours that expose the Corporation to greater risk, the PCC and Board continue to monitor this issue closely.

The PCC and Board consider the risks associated with the Corporation’s compensation policies and practices are mitigated by:

The PCC and Board have not identified any risks arising from the compensation policies and practices that are reasonably likely to have a material adverse effect on the Corporation.

Executive Claw-Back Provisions

Named Executive Officers are subject to the following claw-back provision:

Share Ownership Guidelines and Share Trading Policy

Our minimum share ownership guidelines require each executive officer to own a minimum value of our Shares expressed as a multiple of prevailing base salary as set out below.

For the purposes of this section, the “fair market value” is defined as the closing price of our Shares as listed on the TSX on the date that the executive officer acquired the Shares or DSUs were allocated to them. The CEO has met his minimum share ownership requirements. All other executive officers have met or are on track to meet the applicable guidelines. Executives have 5 years in which to meet these requirements.

Anti-Hedging Policy

Executives and directors are not permitted to hedge the market value of the Corporation securities granted to them as compensation or otherwise held, directly or indirectly, by them.

2023 Executive Compensation Program Changes

In 2022, the PCC engaged Hugessen to undertake a diagnostic review of Ballard’s short-term incentive plan (STIP) and long-term incentive plan (LTIP) for executives and related pay governance. The review affirmed that Ballard’s pay philosophy, pay mix, and STIP were consistent with market practice. While the findings showed that the mix of instruments in LTIPs varies widely amongst pay comparators, and there was no obvious misalignment between Ballard’s practices and market, there was consensus on the opportunity to further align pay for performance through our LTIP design.

Starting in 2023, stock options will no longer be a part of our executive LTIP. LTIP grants will comprise 75% PSUs subject to time and performance vesting criteria, and 25% RSUs subject to time vesting. PSUs will have a 3-year cliff vest and be subject to 3-year performance metrics tied to our strategic plan and relative Total Shareholder Return (rTSR). RSUs will vest 1/3 each year over 3 years, balancing alignment to shareholder experience, corporate performance and timely recognition of personal performance, reinforcing the link of individual performance to organizational success and promoting retention.

As noted above, the PCC, working with Hugessen, conducted the annual review of the comparator group in 2022, resulting in several changes to our 2023 comparator group. The refreshed comparator group is more representative of the regions where Ballard operates. The refreshed comparator group represents a suitable mix

of Canadian, US and European companies exhibiting key characteristics that align with Ballard, including: a growth orientation, market capitalization, revenue, employee base, asset base and market focus.

As part of the review of our executive compensation practices and comparator group in 2022, the PCC, with support from Hugessen, determined to change the Corporation’s approach to benchmarking compensation relative to currency. Prior to 2023, our compensation benchmarking approach was to treat Canadian dollar compensation and US dollar compensation at par. With the hiring of new executives in 2021 and 2022, we observed that we are increasingly hiring executive talent from the US market and that currency was becoming an increasingly significant factor in comparative compensation for candidates and relative compensation among our executive team. Accordingly, to ensure we pay competitively in the markets in which we compete for talent, we have revised our approach to benchmarking compensation that is paid in US dollars to be converted into Canadian dollars using a rolling 3-year average foreign exchange rate, rather than benchmarking compensation paid in US dollars at par to Canadian dollars.

Given a variety of factors, including the relative size of Ballard to the comparator companies, the Corporation’s performance in 2022, and corporate cost reduction initiatives implemented in early 2023, the PCC determined to make no changes to executive base salaries for 2023. The PCC will review and reassess executive salaries in 2023 for potential adjustments in 2024.

Performance Graph

The following graph compares the total cumulative return to a Shareholder who invested $100 in our Shares on December 31, 2018, assuming reinvestment of dividends, with the total cumulative return of $100 on the NASDAQ Composite Index for the last five years. NASDAQ data was selected because the majority of trading of Ballard’s shares (typically >75%) occurs on this exchange.

Cumulative Value of a $100 Investment

The trend shown by this graph does not reflect the trend in the Corporation’s compensation to its Named Executive Officers.

Executive Compensation Tables

The following table summarizes the compensation paid for the fiscal years ended on December 31, 2020, December 31, 2021 and December 31, 2022 to our Named Executive Officers.

The value of the items included in this amount was based on the aggregate incremental cash cost to the Corporation. All Other Compensation, including the type and amount of each perquisite, the value of which exceeds 25% of the total value of perquisites reported for a Named Executive Officer, includes:

INCENTIVE PLAN AWARDS

The following table sets forth all option-based and share-based awards granted to our Named Executive Officers that are outstanding as of December 31, 2022.

Outstanding Share-Based Awards and Option-Based Awards
(as of December 31, 2022)

The following table sets forth the value of the incentive plan awards vested or earned during the year ended December 31, 2022 by our Named Executive Officers.

Incentive Plan Awards – Value Vested or Earned During the Year (2022)

The number of options vesting to Named Executive Officers under the Option Plan during the most recently completed financial year is 66,833.

For a detailed description of the principal terms of our equity-based compensation plans, see “Equity-Based Compensation Plans”, below. As noted in the Outstanding Share-Based Awards and Option-Based Awards table, as at December 31, 2022, there were 316,998 PSUs awarded to Named Executive Officers that were still unvested. The performance criteria for each of these PSUs will be determined by the Board at the appropriate time, and they are set to vest (subject to the terms of the Consolidated Share Distribution Plan or Market Purchase PSU Plan) as follows:

PENSION PLAN BENEFITS

None of the Named Executive Officers participate in a corporation-sponsored Defined Benefits Plan or Defined Contribution Plan, nor do they receive contributions to any such plan on their behalf from the Corporation.

TERMINATION AND CHANGE OF CONTROL BENEFITS

Employment Contracts

Ballard employs a standard-form executive employment agreement which all of our Named Executive Officers have executed. These agreements have indefinite terms, provide for payments to be made on termination and otherwise include typical terms and conditions, including intellectual property, confidentiality, and non-competition and non-solicitation provisions in favour of Ballard.

The annual salary paid to each of our Named Executive Officers under their employment agreements for 2022 was as follows: CDN$600,000 for Mr. MacEwen; CDN$500,000 for Mr. Dobson; CDN$315,000 for Dr. Colbow; USD$300,000 for Mr. Mucciacciaro (prorated for 2022) and CDN$343,370 for Mr. Themsen (converted from Danish krone).

Pursuant to these employment agreements, a Named Executive Officer’s employment terminates immediately, without any required period of notice or payment in lieu thereof, for just cause or upon the death of the executive. In every other circumstance for Mr. MacEwen, other than on following a change of control, we are required to provide notice of up to 12 months plus one month for every year of employment completed with us, to a maximum of 24 months, or payment in lieu of such notice, consisting of the salary, target bonus and other benefits that would have been earned during such notice period. For Mr. Dobson, we are required to provide notice of up to 12 months plus one month for every year of employment completed with us, to a maximum of 18 months, or payment in lieu of such notice, consisting of the salary, target bonus and other benefits that would have been earned during such notice period. For Mr. Mucciacciaro, we are required to provide notice of up to 12 months plus an additional 3 months after five years of service completed. For Dr. Colbow, we are required to provide statutory notice plus one day for each month worked, or payment in lieu of such notice, consisting of the salary and other benefits that would have been earned during such notice period. For Mr. Themsen, we are required to provide notice of 12 months.

The employment contracts for Mr. MacEwen and Mr. Dobson contain change of control provisions that include a “double-trigger” in relation to a change of control – if the executive’s employment is terminated (including a constructive dismissal) within two years following the date of a change of control, the executive is entitled to payment in lieu of a 24-month notice period. For these purposes, a “change of control” under the employment agreements is defined as occurring when:

In addition, all Named Executive Officers have agreed to the claw-back provision discussed previously.

Equity-Based Compensation Plans

The Option Plan provides for the vesting of options upon an accelerated vesting event, which is defined as:

If an accelerated vesting event occurs, any outstanding option may be exercised at any time before the 60^th day after such event.

Under the SDP, the occurrence of any of the accelerated vesting events described above triggers (subject to Board approval in the case of a take-over bid) the termination of the restriction period applicable to PSUs such that holders will become immediately entitled to receive Shares in respect of their PSUs (subject to applicable plan requirements).

The following table shows, for each Named Executive Officer, the amount such person would have been entitled to receive if on December 31, 2022: (1) their employment was terminated without just cause; (2) a change of control occurred; or, (3) their employment was terminated without just cause and that termination occurred following a change in control.

DIRECTOR COMPENSATION

The SGC is responsible for determining compensation for our directors.

The SGC ensures that the annual retainer paid to directors is sufficient to allow the Corporation to attract and retain candidates with appropriate and relevant levels of skill, experience and expertise. Consistent with past practice, the SGC seeks to provide compensation for directors at approximately the 50^th percentile of its comparator group of North American companies. The SGC retains independent compensation consultants (Hugessen) for professional advice and as a source of competitive market information.

Management directors (the President & CEO) and directors who are shareholder nominees appointed pursuant to agreements with the Corporation are not compensated by the Corporation for their service as directors. However, all directors are entitled to reimbursement for travel and other reasonable expenses incurred in connection with fulfilling their duties.

We remunerate all other directors for services to the Board, committee participation and special assignments. The elements of director compensation have remain unchanged since 2016:

If a meeting or group of meetings is held on a continent other than the continent on which a director (other than management or shareholder directors) is resident, that director will receive an additional fee of CDN$2,250, in recognition of the additional time required to travel to and from the meeting.

In 2022, the following compensation was earned by the directors:

DSUs are issued to directors under the deferred share unit section for directors (the “DSU Plan for Directors”) in the SDP. Each DSU is convertible into one Share. The number of DSUs to be credited to a director is determined quarterly by dividing the cash value of the eligible remuneration by the fair market value per Share, being the closing sale price at which the Shares are traded on the TSX (in respect of a DSU issued to a person who is resident in any country other than the U.S.) or on NASDAQ (in respect of a DSU issued to a person who is resident in the U.S.) on the trading day before the relevant date. DSUs are credited to an account maintained by Ballard for each director. However, a DSU is not redeemed until the director leaves the Board, and its value on redemption will be based on the value of our Shares at that time. The SDP or any successor plans will be used to satisfy the redemption of DSUs issued pursuant to the DSU Plan for directors.

Directors have a minimum shareholding requirement equivalent to three times the director’s board retainer (excluding any Chair retainers). They may apply DSUs they receive as payment for all or part of their annual retainer towards the minimum share ownership requirements and can elect to take 100% of their fees in the form of DSUs annually. Directors have six years from the date that they are first elected to the Board to comply. The board exercised its discretion to extend the deadline until December 31, 2022, for directors whose 6-year deadline to meet their minimum shareholding requirements expired in 2021.

Our overall director compensation objective is to target pay at the 50^th percentile of our comparator group. The SGC reviews director composition of the comparator group annually and updates it as required. Benchmarking for a company of Ballard’s size and stage of business is particularly challenging as our industry is nascent and there are few companies directly comparable. Many of the direct competitors in our industry are private or smaller fuel cell companies that are publicly traded. By contrast, companies in broader comparator groups, such as industrials and technology companies, are often significantly larger revenue companies that provide similarly inappropriate benchmarks. In determining the appropriate comparator group, the SGC utilizes benchmarking as a key input and considers several factors, including the markets in which we compete for director talent. The SGC also considers the annual benchmarking work performed by the PCC for executive talent, including the use of the same comparator group.

As noted above, the PCC, working with Hugessen, conducted the annual review of the comparator group for executive compensation in 2022, resulting in several changes to our 2023 comparator group for executive compensation, including removing 10 companies and adding 10 companies. Most notably, the refreshed comparator group is more representative of the regions where Ballard operates. The refreshed comparator group represents a suitable mix of Canadian, US and European companies exhibiting key characteristics that align with Ballard, including a growth orientation, market capitalization, revenue, employee base, asset base and market focus. Based in part on this work, the SGC, working with Hugessen, determined to use the same comparator group to benchmark Board compensation for 2023. Aligned with the review and change in approach adopted by the PCC to benchmarking US-denominated executive compensation, the SGC also revised our approach to benchmarking director compensation that is paid in US dollars to be converted into Canadian dollars using a rolling 3-year average foreign exchange rate, rather than benchmarking director compensation paid in US dollars at par to Canadian dollars. In its review of director compensation, the SGC, working with Hugessen, determined that director compensation was below the 50^th percentile based on the new comparator group and currency approach. However, given a variety of factors, including the relative size of Ballard to the comparator companies, the Corporation’s performance in 2022, corporate cost reduction initiatives implemented in early 2023, and the fact that there were no changes to executive compensation in 2023, the SGC determined to make no changes to Board compensation for 2023. The SGC will review and reassess Board compensation in 2023 for potential adjustments in 2024.

INCENTIVE PLAN AWARDS

The following table sets forth all option-based and Share-based awards granted to our non-executive directors that are outstanding as of December 31, 2022.

In 2003, we ceased the practice of annual grants of share options to our independent directors and there are no options grants outstanding to independent directors at this time. DSUs vest immediately as they are issued in respect of remuneration that would have otherwise been paid in cash. DSUs cannot be redeemed until such time as the director leaves the Board, and their value on redemption will be based on the value of Shares at that time.

Outstanding Share-Based Awards and Option-Based Awards (as of December 31, 2022)

No inentive plan awards vested for, or were earned by, our Directors during the year ended December 31, 2022.

Directors are not permitted to hedge the market value of the Corporation securities they hold.

EQUITY-BASED COMPENSATION PLANS

The Corporation adopted two equity-based compensation plans approved by our Shareholders at the 2009 Annual Meeting and most recently re-approved at the 2021 Annual Meeting⁽¹⁾:

Copies of the Option Plan and SDP are posted on the Governance section of the Corporation’s website (https://www.ballard.com/investors/governance). For a detailed description of our equity-based compensation plans, see Appendix “B” and “C” of this Circular.

The following table sets out, as of December 31, 2022, the number of securities we are authorized to issue under our equity-based compensation plans and the relevant exercise prices at which such securities may be issued.

The Option Plan and SDP provide that the maximum number of the Corporation’s Shares available for issuance under them, in aggregate, cannot exceed 8.5% of the issued and outstanding Shares at the time of grant (prior to 2018, the cap was 10%). In addition, the maximum number of the Corporation’s Shares available for issuance under the SDP cannot exceed 5% of the issued and outstanding Shares at the time of grant.

The following table summarizes the aggregate plan maximum, the outstanding securities awarded under the Option Plan and SDP, and the remaining securities available for grant for the fiscal years ended on December 31, 2022, December 31, 2021, and December 31, 2020. The percentages are calculated based on the number of issued and outstanding Shares at the end of each fiscal year.

Awards Subject to Multiplier

PSUs are earned one third of the grant each year over a period of three years, subject to achievement of certain performance criteria (the “PSU Scorecard”) in each year. The amount of potential earned PSUs is based on performance against the PSU Scorecard in each year. Below a threshold PSU Scorecard performance, no PSUs are earned. Up to 150% of PSUs can be earned for PSU Scorecard performance in excess of 100%.

In limited circumstances, such as new hire grants, RSUs may be awarded that are subject to time vesting only, typically over three years. Such one-time RSU grants are not subject to the PSU Scorecard.

Options and DSUs issued under the Option Plan and SDP, respectively, are not subject to a performance multiplier.

Annual Burn Rate

The annual burn rate, representing the number of securities granted under the Option Plan and SDP, respectively, relative to the weighted average number of securities outstanding for the fiscal years ended on December 31, 2022, December 31, 2021, and December 31, 2020, are as follows:

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the best of our knowledge, no informed person, proposed director or person who has been a director or executive officer of the Corporation (or any associate of affiliate of such persons) had any interest in any material transactions during the past year or has any interest in any material transaction to be considered at the Meeting, except as disclosed in this Circular.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

In compliance with Sarbanes-Oxley, we do not make or arrange personal loans to directors or executive officers. As of April 10, 2023, our current or former directors, officers and employees have no outstanding indebtedness to the Corporation, its subsidiaries or to any other entity and which is guaranteed by the Corporation or its subsidiaries.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

We purchase and maintain insurance for the benefit of our directors and officers for losses arising from claims against them for certain actual or alleged wrongful acts they may undertake while performing their director or officer function. The total annual premium in respect of our directors’ and officers’ liability insurance program was approximately US$1,170,132 for 2022, and US$1,792,850 for 2021. The decrease was primarily due to a reduction in the coverage limit. The aggregate maximum coverage provided by the policy for all claims, for both directors and officers, in any single policy year is US$40 million (down from US$60 million). In addition to the payment of the premiums, we are accountable for the payment of the policy deductible of US$0 to US$2,500,000 per claim. We have also agreed to indemnify each of our directors and officers against all expenses, liabilities and losses, reasonably incurred or suffered, arising from the performance of his or her duties as an officer or director of Ballard.

ADDITIONAL INFORMATION

Additional information relating to us is included in the following public filings, which are incorporated by reference (the “Incorporated Documents”) into, and form an integral part of, this Circular:

Copies of the Incorporated Documents and all our other public filings providing additional information relating to us may be obtained at www.sedar.com or www.sec.gov, or upon request and without further charge from either our Corporate Secretary, at 9000 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J 5J8, or by calling our Investor Relations Department at (604) 454-0900.

PROPOSALS

Any Shareholder who intends to present a proposal at our annual Shareholders’ meeting held in 2024 must send the proposal to our Corporate Secretary at 9000 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J 5J8. In order for the proposal to be included in the proxy materials we send to Shareholders for that meeting, the proposal:

We are not obligated to include any shareholder proposal in our proxy materials for the annual Shareholders’ meeting held in 2024 if the proposal is received after the March 7, 2024 deadline.

APPROVAL BY THE BOARD

Our Board has approved the contents and the sending of this Circular to the Shareholders of the Corporation.

BY ORDER OF THE BOARD

“Kerry Hillier”

Kerry Hillier
Corporate Secretary
Ballard Power Systems Inc.

Dated: April 10, 2023

DEFINED TERMS

In this management information circular (the “Circular”):

“Ballard”, “Corporation”, “we”, “us” and “our” refer to Ballard Power Systems Inc.

“Beneficial Shareholders” means holders of our Shares that do not hold our Shares in their own name, but instead, whose Shares are held on the Record Date by a bank, trust company, securities broker or other nominee.

“Board” means the board of directors of Ballard.

“CDN$” refers to Canadian currency.

“Equity-based Compensation Plans” means the Option Plan and the SDP.

“DSU” means deferred share unit.

“$” or “dollars” refer to United States currency unless specifically stated otherwise.

“Meeting” means the 2023 annual meeting of our Registered Shareholders and includes any adjournment thereof, unless otherwise indicated.

“NASDAQ” means the NASDAQ Global Market.

“Option Plan” means the Corporation’s consolidated share option plan, the principal terms of which are set out in Appendix “B”.

“PSU” means performance share units subject to time and performance vesting criteria, unless otherwise noted.

“Record Date” means 5:00 p.m. Pacific Daylight Time on April 10, 2023.

“Registered Shareholders” means registered holders of our Shares on the Record Date.

“RSU” means restricted share units subject to time vesting criteria only.

“SDP” means the Corporation’s consolidated share distribution plan, the principal terms of which are set out in Appendix “C”.

“SEC” means the U.S. Securities and Exchange Commission.

“Shares” means common shares without par value in the capital of Ballard.

“TSX” means the Toronto Stock Exchange.

“US$” refers to United States currency.

APPENDIX “A”
BOARD MANDATE

The board of directors (the “Board”) is responsible for the overall corporate governance of the Corporation. It oversees and directs the management of the Corporation’s business and affairs. In doing so, it must act honestly, in good faith, and in the best interests of the Corporation. The Board guides the Corporation’s strategic direction, evaluates the performance of the Corporation’s executive officers, monitors the Corporation’s financial results, and is ultimately accountable to the Corporation’s shareholders, employees, customers, suppliers, and regulators. Board members are kept informed of the Corporation’s operations at meetings of the Board and its committees, and through reports and analyses by, and discussions with, management. The Board manages the delegation of decision-making authority to management through Board resolutions under which management is given authority to transact business, but only within specific limits and restrictions.

In this Mandate, the “Corporation” means Ballard Power Systems Inc. and a “director” means a member of the Corporation's board of directors (the “Board”). The “CEO” means the President & Chief Executive Officer of the Corporation. “PCC” means the People & Compensation Committee and the “SGC” means the Sustainability & Governance Committee.

COMPOSITION

MEETINGS

DUTIES AND RESPONSIBILITIES

The Board is responsible for appointing the Chief Executive Officer (“CEO”), for monitoring and evaluating the CEO’s performance, and approving the CEO’s compensation. Upon recommendation of the CEO and the PCC, the Board is also responsible for appointing all other officers. The Board also ensures that adequate plans are in place for management development and succession and conducts an annual review of such plans.

The Board is responsible for reviewing and approving the Corporation’s corporate mission statement and corporate strategy on a yearly basis, as well as determining the goals and objectives to achieve and implement the corporate strategy, while taking into account, among other things, the opportunities and risks of the business. Each year, the Board meets for a strategic planning session to set the plans for the upcoming year. In addition to the general management of the business, the Board expects management to achieve the corporate goals set by the Board, and the Board monitors the progress made against these goals.

In addition, the Board approves key transactions that have strategic impact to the Corporation, such as acquisitions, key collaborations, key supply arrangements, and strategic alliances. Through the delegation of signing authorities, the Board is responsible for setting out the types of transactions that require approval of the Board..

The Board, through the Audit Committee, monitors the financial performance of the Corporation and must ensure that the financial results are reported: (a) to shareholders and regulators on a timely and regular basis; and (b) fairly and in accordance with applicable accounting principles. The Board must also ensure that all material developments of the Corporation are disclosed to the public on a timely basis in accordance with applicable securities regulations. The Board also reviews and approves the Corporation’s Annual Information Form and management information circular each year.

The Board, through the Audit Committee, has oversight responsibility with respect to the Company’s information technology use and data security, including, but not limited to, enterprise cybersecurity, privacy, data collection and protection and compliance with information security and data protection laws.

The Board is responsible for overseeing compliance with all relevant policies and procedures by which the Corporation operates, including the Corporation’s environmental, social and governance (“ESG”) initiatives, and ensuring that the Corporation operates at all times in compliance with all applicable laws and regulations, and to the highest ethical and moral standards.

The Board is responsible for approving all matters that require Board approval as prescribed by applicable statutes and regulations, such as payment of dividends and issuances of shares. Management ensures that such matters are brought to the attention of the Board as they arise.

The Board, through a process led by the SGC, conducts an annual evaluation and review of the performance of the Board, Board committees, and the Chair of the Board. The results of the evaluation and recommended improvements are discussed with the full Board. The Board also sets annual goals or focus priorities and tracks performance against them. In addition, each individual director’s performance is evaluated and reviewed regularly.

The Board is responsible for identifying the Corporation’s principal risks and ensuring the implementation of appropriate systems to manage these risks. The Board is also responsible for the integrity of the Corporation’s internal controls and management information systems.

The Board is responsible for overseeing the establishment, maintenance and annual review of the Corporation’s external communications policies which address how the Corporation interacts with analysts and the public and which also contain measures for the Corporation to avoid selective disclosure. The Board is responsible for establishing a process for receiving shareholder feedback.

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APPENDIX “B”

DESCRIPTION OF OPTION PLAN

All directors, officers and employees of Ballard and its subsidiaries are eligible to participate in the Option Plan.

As of April 10, 2023, the total number of Shares issued and reserved and authorized for issue under the Option Plan was 4,635,297 Shares, representing 1.6% of the issued and outstanding Shares as of that date.

The number of options granted under the Option Plan may adjust if any share reorganization, stock dividend or corporate reorganization occurs.

The aggregate number of Shares that may be reserved for issuance under the Option Plan, when aggregated with the number of Shares reserved for issuance under the Corporation’s Consolidated Share Distribution Plan, cannot not exceed 8.5% of the Shares then issued and outstanding (on a non-diluted basis). Any increase in the issued and outstanding Shares will result in an increase in the number of Shares available under the plans and any exercise, conversion, redemption, expiry, termination or surrender of an award made under the plans will make additional Shares available under them.

Notwithstanding any other provision of the Option Plan, the number of Shares (i) issued to insiders in any year under the Option Plan, when aggregated with the number of Shares issued to insiders within that same year period under all other share compensation arrangements of the Corporation may not exceed 10% of the issued and outstanding Shares of the Corporation at that time; and (ii) issuable to insiders, at any time, under the Option Plan, when aggregated with the number of Shares that may be issuable to insiders under all other share compensation arrangements of the Corporation may not exceed 10% of the issued and outstanding Shares of the Corporation at that time.

In any year, a non-executive Director’s participation in all Ballard equity-based compensation arrangements is limited to that number of shares (or that number of securities in respect of underlying shares) having a value of not more than CDN$100,000 on the date of grant, excluding any securities issued in respect of the non-executive Director’s annual retainer.

Apart from the limits on Shares issued or issuable to insiders and to non-executive Directors, described above, the Option Plan does not restrict the number of Shares that can be issued to any one person or to Directors.

The exercise price of a Ballard option will be determined by the Board and is to be no less than the closing price per Share on the TSX (in respect of options issued to persons resident in any country other than the U.S.), or NASDAQ (in respect of options issued to persons resident in the U.S.), on the last trading day before the date the option is granted.

Ballard options may have a term of up to 10 years from the date of grant, and unless otherwise determined by the Board, will vest in equal amounts on the first, second and third anniversaries of the date of grant.

If an “accelerated vesting event” occurs, any outstanding option may be exercised at any time before the 60^th day after such event. An accelerated vesting event occurs when: (a) a person makes a take-over bid that could result in that person or persons acting in concert acquiring more than 50% of Ballard’s Shares; (b) any person or persons acting in concert acquire more than 50% of Ballard’s Shares; (c) there is a disposition of all or substantially all of Ballard’s assets to an entity in which Ballard does not have a majority interest; (d) Ballard joins in any business combination that results in anyone other than Ballard’s shareholders owning more than 50% of the voting shares of the combined entity; or (e) any other transaction is approved, a consequence of which is to privatize Ballard.

The Option Plan also contains a “double trigger” in the event of a take-over. Accordingly, vesting will only be accelerated if the Board approves the acceleration. In such circumstances, the Board will also have the ability to make such changes as it considers fair and appropriate, including accelerating vesting, otherwise modifying the terms of options to assist the holder to tender into the take-over bid or terminating options which have not been exercised prior to the successful completion of the accelerated vesting event.

Under the Option Plan each option will expire (or no longer be capable of being exercised) on the earlier of:

If the optionee dies, all previously unvested options vest and, in the circumstances described in (b)(iii) above, the Chief Executive Officer has discretion to accelerate the vesting of unvested options that would have otherwise vested in the next year. In the other circumstances described above, an option is only capable of being exercised in respect of options that were vested at the time the optionee ceased to be a director or ceased to work for Ballard.

If an optionee becomes “totally disabled” (as defined in the Option Plan), his or her options will continue to vest and be exercisable as they would have had the optionee continued to be a director, officer or employee of Ballard.

Similarly, if an optionee becomes “retired” (as defined in the Option Plan), his or her options will continue to vest and be exercisable as they would have had the optionee continued to be a director, officer or employee of Ballard.

If an option would otherwise expire or cease to be exercisable during a blackout period or within nine business days after the end of a blackout period (that is, a period during which employees and/or directors cannot trade in securities of the Corporation because they may be in possession of insider information), the expiry date of the option is extended to the date which is 10 business days after the end of the blackout period.

The Board is entitled to make, at any time, and from time to time, and without obtaining shareholder approval, any of the following amendments:

under all of Ballard’s equity-based compensation arrangements, which could exceed 10% of the issued and outstanding Shares at that time;

Options are not assignable except as permitted by applicable regulatory authorities in connection with a transfer to an optionee’s registered retirement savings plan or registered retirement income fund or to the personal representative of an optionee who has died.

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APPENDIX “C”

DESCRIPTION OF SDP

The SDP is a single plan divided into the following three principal sections:

Under the SDP, DSUs are credited to an account maintained for each eligible person by Ballard. Each DSU is convertible into one Share. The number of DSUs to be credited to an eligible person is determined on the relevant date by dividing the amount of the eligible remuneration by the fair market value per Share, being a price not less than the closing sale price at which the Shares are traded on the TSX (in respect of a DSU issued to persons resident in any country other than the U.S.) or NASDAQ (in respect of a DSU issued to persons resident in the U.S.) on the trading day before the relevant date. In the case of the executive officers, the relevant date is set by the Board but if such date occurs during a trading blackout, the number of DSUs will be determined on the first trading day after the day on which the blackout is lifted. For directors, DSUs are credited at the time specified by the Board (currently DSUs are granted in equal instalments over the course of a year, at the end of each quarter).

On any date on which a dividend is paid on the Shares, an eligible person's account will be credited with the number of DSUs calculated by: (i) multiplying the amount of the dividend per Share by the aggregate number of DSUs that were credited to that account as of the record date for payment of the dividend; and (ii) dividing the amount obtained in (i) by the fair market value (determined as set out above) of Shares on the date on which the dividend is paid.

A departing director or executive officer may receive Shares in respect of the DSUs credited to that person's account (at the ratio of one Share per DSU, subject to the deduction of any applicable withholding tax in the case of an eligible person who is a United States citizen or resident for the purpose of United States tax). A DSU, however, cannot be redeemed until such time as the director leaves the Board or the executive officer ceases to work for Ballard, and its value on redemption will be based on the value of Shares at that time. All DSUs vest immediately as they are issued in respect of remuneration that would have otherwise been paid in Shares or cash. DSUs do not expire. Except in the case of death, DSUs can only be assigned with consent.

The vesting of PSUs issued under the SDP occurs up to three years from the date of issuance, subject to the achievement of any performance criteria which may be set by the Board and to earlier vesting upon the occurrence of any accelerated vesting event (as defined in the SDP). Each PSU is convertible into one Share, which will be issued under the SDP.

A “double trigger" is included in the event of a take-over. Accordingly, in the event of a take-over the accelerated vesting of a PSU (technically, the shortening of the restriction period) will only occur if the Board so determines. In such circumstances, the Board will also have the ability to make such changes as it considers fair and appropriate in the circumstances, including the date on which the restriction period ends or otherwise modifying the terms of PSUs to assist the holder to tender into the take-over bid. In addition, the Board has the discretion to deem performance criteria or other conditions to have been met on the occurrence of an accelerated vesting event.

If any performance criteria or other conditions specified in an award of PSUs is not met on or before the last day of the restriction period applicable to the relevant grant (usually three years less one day from the date of

grant), the PSUs will expire and the participant will no longer be entitled to receive any Shares upon conversion of those PSUs.

All PSUs awarded to a participant under the SDP will also expire on the last day on which the participant works for Ballard or any of its subsidiaries except that,

PSUs cannot be assigned other than by will or the laws of descent and distribution.

Under the SDP, the Board can elect to satisfy the conversion of PSUs through Ballard Shares purchased on the open market.

As of April 10, 2023, the total number of Shares issued and reserved and authorized for issue under the SDP was 3,524,858 Shares, representing 1.2% of the issued and outstanding Shares as of that date.

The aggregate number of Shares that may be reserved for issuance under the SDP, when aggregated with the number of Shares reserved for issuance under the Option Plan, cannot not exceed 8.5% of the Shares then issued and outstanding (on a non-diluted basis). In addition, the maximum number of the Corporation’s Shares available for issuance under the SDP cannot exceed 5% of the issued and outstanding Shares at the time of grant. Any increase in the issued and outstanding Shares will result in an increase in the number of Shares available under the plans and any exercise, conversion, redemption, expiry, termination or surrender of an award made under the plans will make additional Shares available under them.

Notwithstanding any other provision of the SDP, the number of Shares (i) issued to insiders in any year under the SDP, when aggregated with the number of Shares issued to insiders within that same year period under all other share compensation arrangements of the Corporation, may not exceed 10% of the issued and outstanding Shares of the Corporation at that time; and (ii) issuable to insiders, at any time, under the SDP, when aggregated with the number of Shares that may be issuable to insiders under all other share compensation arrangements of the Corporation may not exceed 10% of the issued and outstanding Shares of the Corporation at that time.

Under the SDP, in any year, a non-executive Director’s participation in all Ballard equity-based compensation arrangements is limited to that number of shares (or that number of securities in respect of underlying shares) having a value of not more than CDN$100,000 on the date of grant, excluding any securities issued in respect of the non-executive Director’s annual retainer.

The SDP does not limit the number of DSUs that can be issued to executive officers.

The SDP does not limit the number of PSUs that can be issued to any one participant.

Apart from the limits on Shares issued or issuable to insiders and non-executive Directors described above, the SDP does not restrict the number of Shares that can be issued to any one person, to executive officers or to Directors.

The SDP permits the Board, without obtaining shareholder approval, to amend any provision of the SDP and/or any PSU and/or DSU governed by it (whether outstanding or otherwise) (subject to any stock exchange or regulatory requirement at the time of any such amendment) including, without limitation, any of the following amendments:

under all of Ballard’s equity-based compensation arrangements, which could exceed 10% of the issued and outstanding Shares at that time;