Westport Fuel : Notice of Annual General Meeting of the Shareholders

Table of Contents

Letter to Shareholders	1
Notice of Annual General Meeting	2
Section 1: Voting	4
Solicitation of Proxies	6
Communication Process for Proxy-Related Materials	6
Voting of Common Shares	7
Currency and Nomenclature in this Management Information Circular	7
Matters to be Acted Upon	9
Interest of Certain Persons or Matters to be Acted Upon	9
Section 2: Board of Directors	10
Nominees for Election to the Board	18
Mandate and Charter of the Board	19
Structure and Composition of the Board and Election of Directors	23
Position Descriptions	25
Meetings of the Board	25
Director Compensation	26
Additional Disclosure Relating to the Directors	26
Section 3: Corporate Governance	27
Statement of Corporate Governance Practices	27
Code of Conduct and Ethics	29
Strategy Oversight and Enterprise Risk Management	30
Board of Directors Committees	33
Section 4: Compensation of Executive Officers	37
Executive Summary	37
Compensation Governance	38
Executive Compensation and Shareholder Interest	39
Compensation Discussion and Analysis	41
Elements of Our Executive Compensation Program	43
2023 Executive Compensation	45
Share Performance Graph	47
Executive Compensation Figures and Tables	47
Omnibus Incentive Plan	50
Employment Agreements: Termination and Change in Control	50
Section 5: Additional Information	52
Additional Information
Section 6: Schedules and Attachments	53
Schedule "A" Board of Directors' Charter	53

Letter to Shareholders

Fellow Shareholders,

On behalf of the Board of Directors, I am pleased to present this year's Management Information Circular and invite you to attend our Annual General Meeting to be held on Thursday, June 13, 2024, at 10:00 am PST via webcast. Details on accessing the meeting can be found in "Section 1: Voting" within this document.

The agenda will include votes for the election of directors, the selection of our independent auditors, and the adoption of an advisory resolution to support our 2024 executive compensation plan. The Annual General Meeting also allows shareholders to ask questions of the Board of Directors and Executive Management team members. We encourage you to read this Management Information Circular and vote your shares in advance, at the meeting, online, by phone, or by completing and mailing your proxy or voting instruction form by mail or fax.

In 2023, we made significant progress against our strategic priorities of implementing operational efficiencies, achieving cost reductions, and improving our balance sheet. As we move forward, we remain committed to enhancing our capabilities and seizing new opportunities for sustained growth and success. As part of our pursuit to innovate and evolve, the recent announcement with the Volvo Group to establish a joint venture focused on global adoption and commercialization of Westport's HPDI fuel system technology demonstrates our commitment to reducing CO2 emissions for long-haul and off-road applications.

With our new CEO Daniel Sceli, management and the Board are unified in Westport's growth strategy to drive success via our HPDI joint venture (JV) with the Volvo Group, improve operational excellence and reimagine a hydrogen-powered future.

Board of Directors

In our effort to better align resources and achieve cost reductions at the Board level, the Technology and Product Strategy Committee was discontinued in early 2024 with the intention of redirecting its functions and attention towards the JV. We also proactively decided to reduce the size of the Board with the retirement of Rita Forst at the end of her term. On behalf of the Board of Directors, I want to thank Rita for her invaluable insight and dedicated service to the organization.

Driving innovation, supporting the achievement of our strategic plan, and increasing shareholder value requires a Board of Directors comprised of experienced, independent-minded people. Our diverse Board continues to draw from deep areas of expertise including engineering and manufacturing in the global transportation sector, energy industry, c-suite leadership, legal, finance/accounting, governance, and risk management. I welcome you to read in detail about our director nominees and the Board of Directors Skills Matrix within this Circular.

Corporate Governance

Our central aim at Westport is to hasten the impact of the energy transition by bringing our products to market, all while meticulously minimizing our environmental footprint. In 2023, we enacted our Environmental Policy, which underscores our awareness of the necessity for ongoing initiatives and projects dedicated to minimizing the environmental footprint of our organizational activities. This commitment extends to influencing the practices of our suppliers, customers, and other stakeholders, aligning with our dedication to sustainability and responsible corporate citizenship.

Executive Compensation

At the Meeting, we will conduct our fifth annual "say-on-pay" advisory vote on executive compensation. Our most recent "say- on-pay" vote, held at the 2023 Annual General Meeting of Shareholders resulted in 86.99% of voted shares in favor of the resolution accepting our approach to executive compensation. In keeping with governance trends in North America and in the interest of soliciting your feedback, we continue to offer an annual "say-on-pay" advisory vote and encourage you to vote this year.

We appreciate your continued support in Westport, and we look forward to you joining us virtually at the 2024 Annual General Meeting.

Sincerely,

Daniel M. Hancock

Chair of the Board of Directors

1 | WESTPORT FUEL SYSTEMS INC. 2024 MANAGEMENT INFORMATION CIRCULAR

Section 1: Voting | Matters to be Acted Upon

Notice of Annual General Meeting of Shareholders

To be held on June 13, 2024 at 10:00 a.m. (Pacific Time)

	Items of Business	Board's Voting
		Recommendation
1	Election of directors
		FOR ALL		By Mailing Your
2	Ratification of KPMG LLC as our			Proxy Card
	independent registered public		By Internet
	accounting firm for 2023
				Cast your vote, sign your
		FOR	Visit 24/7	proxy card, and mail free of
		proxyvote.com	postage
3	Advisory vote to approve our named
	executive officer compensation			Participate in the
				Annual Meeting*
			By Phone
				You will need the 16-digit
				control number, which can
		FOR	Call toll free 24/7 at	be found on your Notice, on
		1-800-474-7493	your proxy card.

Meeting Date: June 13, 2024 at 10:00 a.m. (PST)

Record Date: May 7, 2024

The Annual General Meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of Westport Fuel Systems Inc. ("Westport Fuel Systems," "Westport" or the "Corporation") will be held virtually on Thursday, June 13, 2024, at 10:00 a.m. (Pacific Time).

The Meeting will be conducted in a virtual-only format via live webcast. Registered Shareholders (as defined in the Management Information Circular (the "Circular") under the heading "Voting at the Meeting") and duly appointed proxyholders can attend the Meeting online at https://meetnow.global/MSM4VF4where they can participate, vote, or submit questions during the Meeting's live webcast.

• For those who wish to vote during the Meeting, pre-registration is required 48 hours prior to the Meeting. Details on how to register are available in "Section 1: Voting" of this Circular.

Who Can Vote

Persons registered as holders of Common Shares on the records of Westport Fuel Systems as of the close of business on May 7, 2024, are entitled to receive notice of the Meeting.

• Individuals, corporations, or other persons directly registered as Shareholders on the share register maintained by Computershare Trust Company of Canada ("Computershare") on May 7, 2024 ("Registered Shareholders") may virtually attend the Meeting and vote. Shareholders owning Common Shares through a brokerage firm or in any other manner who are not directly registered with Computershare on May 7, 2024 ("Beneficial Shareholders") and who wish to attend the Meeting and vote should strike out the current names on the form of proxy (the "Proxy"). You may then enter your own name(s) in the blank space on the Proxy provided by your broker (or the broker's agent) and return that Proxy to your broker (or the broker's agent) in accordance with the Proxy instructions well in advance of the Meeting.

WESTPORT FUEL SYSTEMS INC. 2024 MANAGEMENT INFORMATION CIRCULAR | 2

• Registered and Beneficial Shareholders who do not wish to attend the virtual Meeting or to vote their Common Shares may be represented by Proxy. A person appointed as proxyholder does not need to be a Shareholder of Westport Fuel Systems. Shareholders who are unable to attend the virtual Meeting are requested to date, sign and return the accompanying Proxy, or other appropriate form of Proxy, in accordance with the instructions set forth in the Circular.
• For Registered Shareholders, the Proxy, or other appropriate form of Proxy, will not be valid unless it is deposited in person or by fax at the offices of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, fax numbers: 1-866-249-7775 (toll free North America), or 1-416-263-9524 (international) not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the Meeting, or any adjournment of the Meeting. Registered Shareholders may also vote by telephone or over the Internet as described in the Proxy.
• For Beneficial Shareholders, the Proxy provided by your broker (or the broker's agent) can be mailed to Broadridge Financial Solutions, Inc. ("Broadridge") at the address on the Proxy or, alternatively, a Beneficial Shareholder can call Broadridge's toll-free number to vote (1-800-474-7493) or access the Broadridge dedicated voting website at www.proxyvote.com.

Dated at Vancouver, BC as of the 7th day of May 2024,

By order of the Board of Directors,

William Larkin

Chief Financial Officer

Certain statements contained in this Circular and in certain documents incorporated by reference in this Circular, constitute "forward-looking statements". When used in this document, the words "may," "would," "could," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect," "project" and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties and are based on several assumptions. While the Corporation has a reasonable basis for such forward-looking statements, readers are cautioned that actual results may vary materially from the forward-looking statements in this Circular. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Circular. We undertake no obligation to update the forward-looking statements set forth in this Circular, whether because of new information, future events, or otherwise, unless required by applicable securities law

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Section 1: Voting

Section 1: Voting

Solicitation of Proxies

Solicitation of proxies will be primarily by mail but may also be by online voting, telephone, facsimile or oral communication by the directors, officers, or regular employees, at no additional compensation to them. The cost of proxy solicitation will be an expense of the Corporation.

Accessing the Virtual Annual General Meeting

The Annual General Meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of Westport Fuel Systems Inc. ("Westport Fuel Systems", "Westport" or the "Corporation") will be held virtually on Thursday, June 13, 2024, at 10:00 a.m. (Pacific Time) for the purposes set forth in the accompanying notice of meeting (the "Notice"). Registered Shareholders (as defined in this Management Information Circular (the "Circular") under the heading "Voting at the Meeting") and duly appointed proxyholders may attend the virtual Meeting, ask questions and, where votes were not previously submitted, vote by phone, all in real time provided you register as a voter 48 hours ahead of the Meeting

Non-registered Shareholders (Shareholders who hold Common Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not appointed themselves as proxyholder will be able to attend the Meeting as a guest but will not be able to vote.

ATTENDEE	MEETING ACCESS INFORMATION
Registered Shareholders and Appointed	• Registered Shareholders and duly appointed proxyholders can participate
Proxyholders	in the Meeting by clicking "Shareholder" and entering a Control Number or
	an Invitation Code before the start of the Meeting.
	• Registered Shareholders - The 15-digit control number is located on the
	form of proxy or in the email notification you received.
	• Duly appointed proxyholders - Computershare will provide the proxyholder
	with an Invite Code after the voting deadline has passed.
	• Voting at the Meeting will only be available for Registered Shareholders
All Other Attendees (Guest Access)	and duly appointed proxyholders. Non-Registered Shareholders who have
not appointed themselves may attend the meeting by clicking "Guest"
	and completing the online form.

To streamline the virtual meeting process, we encourage you to vote in advance of the Meeting using the voting instruction form or the form of proxy (the "Proxy") emailed or mailed to you with the Meeting materials. Please review "Section 1: Voting of Common Shares" below for information on how to properly vote your Common Shares.

Participating at the Meeting

The Meeting will be hosted online by way of a live webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information shareholders will need to attend the virtual Meeting is provided below. The Meeting will begin at

10:00 am PST on June 13, 2024.

• Registered Shareholdersthat have a 15-digit control number, along with duly appointed proxyholders who were assigned an Invitation Code by Computershare Trust Company of Canada ("Computershare") (see details under the heading "Appointment of Proxies"), will be able to vote and submit questions during the Meeting. To do so, please go to https://meetnow.global/MSM4VF4 prior to the start of the Meeting to login. Click on "Shareholder" and enter your 15-digit control number or click on "Invitation" and enter your Invite Code. Non-Registered Shareholders (as defined in this Circular under the heading "Non-Registered Shareholders" who have not appointed themselves to vote at the Meeting, may login as a guest, by clicking on "Guest" and complete the online form.
• United States Beneficial holders: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:
  Computershare 100 University Avenue 8th Floor
  Toronto, Ontario M5J 2Y1
  OR
  Email at [e-mail]

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Section 1: Voting | Solicitation of Proxies

Requests for registration must be labeled as "Legal Proxy" and be received no later than June 11, 2024 by 10:00 am PST. You may attend the Meeting and vote your shares at https://meetnow.global/MSM4VF4 during the meeting. Please note that you are required to register your appointment at http://www.computershare.com/WestportFuel

1. Non-RegisteredShareholders who do not have a 15-digit control number or Invite Code will only be able to attend as a guest which allows them listen to the Meeting however will not be able to vote or submit questions. Please see the information under the heading "Non-Registered Shareholders" for an explanation of why certain shareholders may not receive a form of Proxy.
2. If you are eligible to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

Voting at the Meeting

A registered Shareholder of "Common Shares" (a "Registered Shareholder"), or a Non- Registered Shareholder who has appointed themselves or a third party proxyholder to represent them at the Meeting, will appear on a list of Shareholders prepared by Computershare, the transfer agent and registrar for the Meeting. To have their Shares voted at the Meeting, each Registered Shareholder or proxyholder will be required to enter their control number or Invite Code provided by Computershare at https://meetnow.global/MSM4VF4 prior to the start of the Meeting. In order to vote, Non-Registered Shareholders who appoint themselves as a proxyholder must register with Computershare at http://www.computershare.com/WestportFuel after submitting their voting instruction form in order to receive an Invite Code (please see the information under the headings "Appointment of Proxies" below for details).

If a Shareholder who has submitted a Proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the meeting online, any votes cast by such shareholder on a ballot will be counted and the submitted proxy will be disregarded.

Appointment of Proxyholders

The persons named in the Proxy are Daniel Sceli, Chief Executive Officer (CEO) of Westport Fuel Systems and Jeremy Chan, Associate General Counsel and Corporate Secretary, who will be secretary for purposes of the Meeting. A Shareholder has the right to appoint another person (who does not need to be a Shareholder) to represent them at the Meeting.

• Shareholders who wish to appoint a third party proxyholder to represent them at the virtual Meeting must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder.
• Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving an Invite code to participate in the Meeting. To register a proxyholder, shareholders must visit http://www.computershare.com/WestportFuel by (June 11, 2024/10:00 am PST)and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with an Invite Code via email.
• The Proxy or an alternative form of Proxy ("Alternative Form of Proxy") will not be valid unless it is deposited in person or by fax at the offices of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 (fax numbers (1-866-249-7775 toll free North America), or 1-416-263-9524 (international)) not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the time of the Meeting or any adjournment of the Meeting. The proxy must be deposited with Computershare by no later than 10:00 am PST on June 11, 2024,

Without an Invite Code, proxyholders will not be able to vote at the Meeting.

Revocation of Proxies

A Proxy or Alternative Form of Proxy may be revoked by means of a written document signed by you (the Shareholder) or by your duly authorized attorney, or if the Shareholder is a corporation, by an authorized officer or officers or attorney of the corporation.

The document revoking the Proxy or Alternative Form of Proxy must be deposited either:

5 | WESTPORT FUEL SYSTEMS INC. 2024 MANAGEMENT INFORMATION CIRCULAR

• at the registered office of Westport Fuel Systems (Suite 4500, 855 2nd Street S.W., Calgary, Alberta, T2P 4K7) at any time up to and including the last business day prior to the day of the Meeting, or any adjournment of the Meeting, at which the Proxy or Alternative Form of Proxy is to be used; or
• with the Chairman of the Meeting on the day of, but prior to, the Meeting or any adjournment of the Meeting.

In addition, a Proxy or Alternative Form of Proxy may be revoked:

• by the Shareholder virtually attending the Meeting and voting the securities represented by the Proxy or an attorney authorized in writing by you (the Shareholder), or, if the Shareholder is a corporation, by an authorized officer or officers or attorney of the corporation attending the Meeting and voting the securities; or
• in any other manner permitted by law.

Exercise of Discretion by Proxyholders

The persons named in the Proxy, Daniel Sceli and Jeremy Chan, will vote or withhold from voting the Common Shares for which they are appointed, on any ballot that may be called for, and in accordance with the instructions of the Shareholder(s) appointing them.

If a Shareholder specifies a choice to any matter to be acted upon at the Meeting, the person named in the Proxy will vote the Common Shares accordingly. In the absence of such direction, the proxyholder shall have the authority to vote the relevant Common Shares FOR:

1. The election of the directors, as set forth in this Circular
2. The appointment of auditors, at such remuneration as may be determined by the Board of Directors
3. The advisory "say-on-pay" resolution, as set forth in this Circular

The Proxy also gives discretion to the persons named in the Proxy with respect to any amendments to, or variations of, the matters identified in the Notice and to any other matters that may properly be brought before the Meeting. As of the date of this Circular, we know of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice.

Signing the Proxy

Person(s) acting as an attorney or in some other representative capacity (including a representative of a corporate Shareholder) should indicate their capacity (following their signature) and provide the appropriate documents confirming qualification and

authority to act (unless these documents have previously been filed with us or Computershare).

Communication Process for Proxy-Related Materials

The Business Corporations Act (Alberta) ("ABCA") requires us to deliver a written copy of the annual financial statements to persons registered as Shareholders on the share register maintained by Computershare .

Broadridge is the approved intermediary for mailing proxy-related materials to objecting beneficial shareholders ("Objecting Beneficial Owners" or "OBOs") and non-objecting beneficial shareholders ("Non-Objecting Beneficial Owners" or "NOBOs"). Computershare, as our transfer agent, is the approved intermediary for mailing proxy-related materials to Registered Shareholders.

Voting of Common Shares

General

As of May 7, 2024, there were 17,233,960 Common Shares issued and outstanding, each of which carries the right to one vote at the Meeting. Only Registered Shareholders as of the close of business on May 7, 2024 (the "Record Date") are entitled to receive notice of and to vote at the Meeting.

Beneficial Shareholders are not entitled to receive notice of the Meeting or vote their Common Shares at the Meeting and should refer to the section entitled "Beneficial Holders of Common Shares" for details regarding how they may exercise their voting rights.

Any person who acquires Common Shares after the Record Date may vote those Common Shares if, not later than ten days prior to the Meeting, that person makes a request to Computershare to have their name included as a Registered Shareholder on the list of Shareholders for the Meeting and establishes that he or she owns the Common Shares.

Beneficial Holders of Common Shares

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Section 1: Voting | Voting of Common Shares

The information below is important as most shareholders do not hold Common Shares in their own name, but rather by a broker or an agent of that broker.

1. If your Common Shares are held in a brokerage account, then in almost all cases those Common Shares will not be registered in your name on the share register maintained by Computershare. Those Common Shares will most likely be registered in the name of your broker or an agent of that broker.
2. In Canada, the vast majority of Common Shares are registered in the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers, or their agents or nominees can only be voted (for or against resolutions) on the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting Common Shares for the broker's clients.
3. Beneficial Shareholders cannot be recognized at the Meeting for purposes of voting virtually or by way of proxy unless your brokers or agents are given specific instructions. If you are a Beneficial Shareholder and wish to vote virtually at the Meeting, please contact your broker or agent in advance of the Meeting to determine how you can vote at the Meeting.

Applicable regulatory policies require brokers to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Every brokerage has its own mailing procedures and provides its own return instructions to its clients, which should be carefully followed by Beneficial Shareholders if you wish to ensure your Common Shares are voted at the Meeting. In certain cases, the form of proxy supplied to you as a Beneficial Shareholder by your broker (or agent of the broker) is identical to the proxy provided to Registered Shareholders. However, its purpose is limited to instructing the Registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder.

Many Canadian brokers now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically prepares a machine-readable voting instruction form, mails that form to Beneficial Shareholders and asks them to return the instruction forms to Broadridge. Alternatively, Beneficial Shareholders can either call Broadridge's toll-free telephone line, 1-800-474-7493, or access the Broadridge dedicated voting website at www.proxyvote.comto deliver voting instructions. Broadridge then tabulates the results of all instructions received and provides instructions respecting the voting of Common Shares to be represented at the Meeting.

Beneficial Shareholders who receive a voting instruction form from Broadridge cannot use that form to vote Common Shares directly at the Meeting - voting instructions must be provided to Broadridge (in accordance with the instructions set forth on the voting instruction form provided by Broadridge) in advance of the Meeting to have the Common Shares voted.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your broker (or agent of the broker), a Beneficial Shareholder may attend the Meeting as a proxyholder for the Registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the Registered Shareholder should cross out the names currently on the provided form of proxy, enter their own name(s) in the blank space on the Proxy and return the Proxy to their broker (or the broker's agent) in accordance with the instructions provided by the broker (or broker's agent) in advance of the Meeting.

Objecting Beneficial Owners (OBOs) and Non-Objecting Beneficial Owners (NOBOs)

Beneficial Shareholders fall into two categories: 1) those who object to their identity being made known to the issuers of

securities which they own (OBOs): and 2) those who do not object to their identity being made known to the issuers of the securities they own (NOBOs). Subject to the provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents. Pursuant to NI 54-101, issuers may obtain and use the NOBO list for distribution of proxy-related materials directly (not via Broadridge) to such NOBOs.

Principal Holders of Common Shares

To our knowledge, as of Dec. 31, 2024 Mr. Kevin Douglas, beneficially owns, or controls or directs, directly or indirectly, approximately 1,816,699 Common Shares. He owns 10.5% of the shares outstanding.

Currency and Nomenclature in this Management Information Circular

Unless otherwise specified, all currency amounts are stated in United States dollars. All references to "dollars," "$" or "US$" are United States dollars, and all references to "C$" or "CDN$" are Canadian Dollars. Unless otherwise stated, references to "we," "us," "our," "Westport Fuel Systems" or the "Corporation" are to Westport Fuel Systems Inc. and all its directly and indirectly majority owned subsidiaries.

Matters to be Acted Upon

7 | WESTPORT FUEL SYSTEMS INC. 2024 MANAGEMENT INFORMATION CIRCULAR

Section 1: Voting | Matters to be Acted Upon

1. Receipt of 2023 Financial Statements

Westport Fuel Systems' consolidated financial statements for the fiscal year ended December 31, 2023, are contained in its Annual Report, and will be forwarded to Registered Shareholders. No formal action will be taken at the Meeting to approve the financial statements, with requirements of the ABCA being met with advanced circulation of the financial statements. If any shareholders have questions regarding the financial statements, your questions may be asked at the Meeting.

2. Election of Directors

Our board of directors (the "Board of Directors" or the "Board") has fixed the number of directors to be nominated at the Meeting at eight (8) with each director being elected individually. All the current nominees were elected as directors by the Shareholders at the Annual General Meeting of Shareholders on April 6, 2023 (with the exception of Daniel Sceli who was appointed to the Board in January 2024). In addition to being an elected director, Ms. Eileen Wheatman is a nominee of Mr. Kevin Douglas according to the terms of a nomination agreement between us and members of the Douglas Group dated March 17, 2016. Each director elected will hold office until the next Annual General Meeting of Shareholders or until their successor is appointed unless their office is vacated earlier in accordance with the By-Laws of the Corporation.

Unless otherwise directed, the persons named in the Proxy, Daniel Sceli, CEO and Jeremy Chan, Associate General Counsel and Corporate Secretary, intend to vote FOR the election of each of the proposed nominees whose names are in this Circular under "Section 2: Board of Directors."

Majority Voting Policy

Our Board of Directors has adopted a majority voting policy (the "Majority Voting Policy") requiring any nominee for director who receives a greater number of votes "withheld" than votes "for" his or her election as a director to immediately submit his or her resignation to the Chair of the Board of Directors ("Board Chair"). The Board Chair will give notice of any resignation to the Nominating and Corporate Governance Committee of the Board of Directors ("NCG Committee") for consideration promptly following the Meeting. This policy applies only to uncontested elections, meaning elections where the number of nominees for directors is equal to the number of directors to be elected.

The NCG Committee shall consider the resignation and shall provide a recommendation regarding the resignation to the Board of Directors within 45 days of the applicable meeting of Shareholders. In considering whether to accept the offer of resignation, the NCG Committee will consider all information and factors deemed relevant including:

• any stated reasons why Shareholders "withheld" votes from the election of the director
• the length of service and the qualification of the director
• the director's contribution to Westport Fuel Systems
• the effect such resignation may have on our ability to comply with applicable governance rules and policies
• the dynamics of the Board of Directors

The Board of Directors will consider the recommendation of the NCG Committee and determine whether to accept the resignation within 90 days of the applicable meeting and a news release will be issued announcing the Board of Directors' determination. In considering whether to accept the offer of resignation, the Board of Directors will consider the information and factors discussed by the NCG Committee and any additional information and factors deemed relevant by the Board.

The Board will only determine not to accept the offer of resignation in exceptional circumstances or where the acceptance of the resignation would be reasonably expected to have a material detrimental effect on the Corporation. A director who tenders his or her resignation will not participate in any meetings of the NCG Committee (if they are a member thereof) or the Board of Directors to consider whether the resignation shall be accepted. Shareholders should note that, in view of the Corporation's Majority Voting Policy, a "withhold" vote is effectively the same as a vote against a director nominee in an uncontested election.

3. Appointment of Auditors

KPMG LLP was first nominated, then elected and appointed as the auditor of the Corporation, effective September 30, 2015. Upon the unanimous recommendation of the Audit Committee, the Board of Directors has proposed that KPMG LLP be nominated for appointment as independent auditor for the current fiscal year.

Reasons for Re-Appointment of KPMG LLP

The Audit Committee considers several factors in deciding to re-engage KPMG LLP as the independent registered public accounting firm, including the following:

• Independence controls and objectivity
• Length of KPMG's service to Westport
• KPMG's audit quality, performance, and results

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