Alignvest Acquisition II Corporation

May 3, 2023

05/03/2023 | 05:21pm EDT Message : of Proxy Materials Hydro One Limited (Hydro One or the company) is providing you with electronic notice and access to its management information circular (the circular) for the company's 2023 annual meeting of shareholders (the meeting) instead of mailing out paper copies, as permitted by applicable Canadian securities laws. Electronic delivery is environmentally friendly and saves money. If you have questions about notice and access or how to vote your shares or access the meeting, please call 1-844-916-0609 toll-free within North America for service in English, or 1-844-973-0593 toll-free within North America for service in French or 1-303-562-9305 (English) / 1-303-562-9306 (French) (outside North America). This notice provides details of the date, time and means of accessing the meeting, including matters to be voted on at the meeting. It is not a form of proxy or voting instruction form and cannot be used to vote your shares. Accompanying this notice is a form of proxy or voting instruction form that you will need to vote by proxy and/or to access the virtual meeting using your unique 16-digit control number. All shareholders are reminded to review the circular before voting. Notice is hereby given that an annual meeting of shareholders of Hydro One will be held: When: www.virtualshareholder meeting.com/Hydro12023 *Subject to public health directives The purpose of the meeting is to: • Receive Hydro One's 2022 audited consolidated financial statements together with the report of the external auditors on those statements • • Appoint KPMG LLP as external auditors for the ensuing year and authorize the directors to fix their remuneration • • Transact any other business as may properly come before the meeting For further information on the items of business, see "Items of Business" starting on page 3 of the accompanying circular. How can I participate in the meeting? The company is conducting a hybrid annual meeting of shareholders that will allow registered shareholders and duly appointed proxyholders (including non-registered (beneficial) shareholders who have properly appointed themselves as proxyholder) to participate both online and in person. Should you choose to attend and participate online, you will be able to access the meeting using an internet connected device such as a laptop, computer, tablet or mobile phone. The online meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins. It is important that you review the detailed information on how shareholders can participate in and vote at the meeting starting on page 7 of the accompanying circular. The procedures are different for registered and non-registered shareholders. You should carefully review this information well in advance of the meeting. Only registered shareholders and duly appointed proxyholders (including non-registered (beneficial) shareholders who have properly appointed themselves as proxyholder) will be entitled to attend, participate in, ask questions and vote at the meeting, whether in person or online, all in 'real time'. Non-registered (beneficial) shareholders who do not duly appoint themselves as proxyholder and registered guests may attend the meeting, whether online or in person, but will not be able to participate in, ask questions, or vote at the meeting. Registered shareholders and duly appointed proxyholders participating in the meeting online must remain connected to the internet at all times during the meeting in order to vote when balloting commences. It is the registered shareholder's and duly appointed proxyholder's responsibility to ensure internet connectivity for the duration of the meeting. Shareholders are encouraged to vote in advance using any of the methods below. ii Hydro One Limited | 2023 Management Information Circular How do I get an electronic copy of the circular? Electronic copies of the circular may be accessed online on Hydro One's website at www.hydroone.com/investor- relations/agm or under the Hydro One Limited profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. You can also access our 2022 annual report (the annual report) containing our financial statements and related management's discussion and analysis for the year ended December 31, 2022 in the same manner. How do I get a paper copy of the circular? In addition to being able to quickly view or print the circular and/or annual report online at our website, shareholders can request that a paper copy of either or both documents be sent by regular postal delivery, free of charge. Requests may be made by phone, email or online using the methods below. Shareholders with a 16-digit control number: By phone: Toll-free at 1-877-907-7643 (within North America) or 1-303-562-9305 (English)/1-303-562-9306 (French) (outside of North America) Shareholders without a 16-digit control number: By phone: Toll-free at 1-844-916-0609 (English) or 1-844-973-0593 (French) (within North America) or 1-303-562-9305 (English)/1-303-562-9306 (French) (outside of North America) Online: www.proxyvote.com (enter the control number located on the voting instruction form). To receive the meeting materials prior to the proxy deadline (as defined below) for the meeting and before the meeting, you should make your request before 5:00 p.m. (Eastern Time) on May 23, 2023. For requests received on or after the date of the meeting, a paper copy will be mailed to you within 10 calendar days after receiving your request. The meeting materials will also remain available at www.proxyvote.com for a period of at least one year after filing on SEDAR. How do I vote my shares? Shareholders attending the shareholders meeting (including beneficial shareholders who have properly appointed themselves as proxyholder) can vote online or in person at the meeting. Detailed information on how shareholders can participate in and vote at the meeting starts on page 6 of the accompanying circular. This includes information on how beneficial shareholders can appoint themselves as proxyholder. The procedures are different for registered and non-registered shareholders, so you should review this information carefully well in advance of the meeting. Registered guests may attend the meeting online or in person but will not be able to participate in, ask questions, or vote at the meeting. You may also vote your shares in advance by proxy in any of the following ways. You will need the control number contained in the accompanying form of proxy or voting instruction form in order to vote. Internet voting Voting by mail or delivery Complete the form of proxy or voting instruction form and return it in the pre-paid envelope provided To be valid, shareholders must vote or appoint their proxyholder using one of the above applicable methods, by no later than 9:30 a.m. (Eastern Time) on May 31, 2023 (the proxy deadline) or, if the meeting is postponed or adjourned, no later than 48 hours (not including Saturdays, Sundays or statutory holidays in Ontario) prior to the postponed or adjourned meeting. Non-registered shareholders should return their voting instruction forms to their intermediary using one of the above methods so it is received at least one business day in advance of the proxy deadline and should consult the instructions on their voting instruction forms. Hydro One reserves the right to accept late proxies and to waive the proxy deadline, with or without notice, but is under no obligation to accept or reject any particular late proxy. The contents of the circular and the sending thereof to the shareholders have been approved by Hydro One's board of directors. DATED at Toronto, Ontario this 12th day of April, 2023 By order of the board of directors Louise Meegan Interim Corporate Secretary Dear Shareholder, You are invited to attend Hydro One Limited's annual meeting of shareholders, on Friday, June 2, 2023, at 9:30 a.m. (Eastern time). This year's meeting will be held in a hybrid format allowing registered shareholders and duly appointed proxyholders to participate online, via live audio webcast available at www.virtualshareholdermeeting.com/HRNNF2023, and in person, at Lakehead University, Advanced Technology & Academic Centre, 955 Oliver Rd, Thunder Bay, ON, P7B 5E1. At this year's annual shareholders meeting, you will be voting on several important matters, so please take the time to carefully consider the information set out in the accompanying management information circular. Registered shareholders and duly appointed proxyholders will also have an opportunity to ask questions. Your vote is important. We strongly encourage you to use the enclosed proxy or voting instruction form to submit your vote prior to the proxy deadline for the meeting. I would like to thank Mr. William Sheffield for his valuable service to the company since 2018, having served as a director and recently as Interim President and Chief Executive Officer from June 21, 2022, to February 1, 2023. Mr. Sheffield is not standing for re-election at the company's annual meeting of shareholders. I also want to thank Mr. Mark Poweska for his service as President and Chief Executive Officer from 2019 to 2022. Upon his departure, the board of directors conducted a thorough search to fill the vacancy and appointed Mr. David Lebeter as President and CEO and director effective February 1, 2023. Mr. Lebeter will be standing for election to the board of directors at the annual shareholders meeting. For further information on Mr. Lebeter please see page 23 of the circular. I would also like to thank Mr. Blair Cowper-Smith and Mr. Russel Robertson for their valuable service to the board since 2018. Messrs. Cowper-Smith and Robertson are not standing for re-election as they have reached the limit on their respective director terms. The new director nominees standing for election are Mr. Mitch Panciuk, Ms. Helga Reidel and Mr. Brian Vaasjo. Further information on Ms. Reidel, Mr. Panciuk and Mr. Vaasjo can be found on pages 20, 21 and 22. Sincerely, ● AGM and meeting mean the annual general meeting of shareholders This document tells you about the AGM and governance and compensation matters at Hydro One. We have organized it into separate sections to make it easier to find what you are looking for, and to help you vote with confidence. We pay the cost of proxy solicitation for all registered owners and for beneficial owners, other than beneficial owners who object to their name and address being given to the company. These objecting beneficial owners will not receive the materials unless such objecting beneficial owner's intermediary assumes the cost of delivery. We are soliciting proxies mainly by mail, but you may also be contacted by phone, mail, the internet or in person by employees of Hydro One. We may also engage solicitation agents to contact you, at a nominal cost to the company. The date of this circular is April 12, 2023 and all information in the circular is provided as of April 12, 2023 and all dollar amounts are in Canadian dollars, in each case unless indicated otherwise. All references to financial results are based on Hydro One's financial statements, prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP). References in this circular to the AGM include any postponement(s) or adjournment(s) that may occur. Documents and websites referenced herein are not incorporated by reference into this circular, unless such incorporation by reference is explicit. References to our website address in this circular are intended to be inactive textual references only. 1 1. The nature of the services rendered were: audit of annual financial statements of the company and its subsidiaries, statutory and regulatory filings including reporting to the Province and services related to securities offerings. 2. The nature of services rendered were: translations, audit of the Hydro One Pension Plans, and services reasonably related to the performance of the audit or review of the company's financial statements that are not reported under Audit Fees. 3. The nature of services rendered was general tax advice and compliance. The board recommends that you vote FOR the re-appointment of KPMG as the external auditors of Hydro One, to hold office until our next AGM, and to authorize the directors of Hydro One to fix their remuneration. For (%) 99.89 0.11 For additional information on our auditors and audit committee, please refer to the following sections of our annual information form for the year ended December, 31, 2022, which is available on SEDAR (www.SEDAR.com): "Audit Committee" and "Schedule 'A' - Hydro One Limited - Audit Committee Mandate". 4 Hydro One Limited | 2023 Management Information Circular 4 Say on Pay In accordance with Hydro One's corporate governance guidelines, the company will hold an advisory vote on the approach to executive compensation (say on pay). The purpose of the say on pay vote is to obtain shareholder input on executive compensation at each AGM. The board believes that the shareholder say on pay vote forms an important part of the ongoing process of engagement between shareholders and the board on executive compensation. At the AGM, shareholders will have an opportunity to vote on Hydro One's approach to executive compensation through consideration of the following say on pay advisory resolution: "Resolved, on an advisory basis and not to diminish the role and responsibilities of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the management information circular delivered in advance of the 2023 annual meeting of shareholders of the company." Because your vote is advisory, it will not be binding on the board. However, the board will take into account the results of the vote when considering future executive compensation arrangements. The directors remain responsible for overseeing the company's executive compensation practices, in accordance with applicable law, and are not relieved of these responsibilities by the outcome of this advisory vote by shareholders. The board recommends that you vote FOR approval of the advisory resolution on Hydro One's approach to executive compensation. For (%) 97.84 2.16 For further information about the directive and detailed disclosure of our executive compensation program, please see "Executive Compensation" starting on page 62. Hydro One Limited | 2023 Management Information Circular 5 BUSINESS OF THE MEETING Delivery of Proxy Materials As permitted by applicable Canadian securities laws, Hydro One is providing shareholders with electronic access to its circular for the company's AGM and its 2022 annual report, using "notice-and-access" instead of mailing out paper copies. Electronic delivery is environmentally friendly and saves money. Shareholders will receive a notice of availability of proxy materials (notice) together with a form of proxy or voting instruction form. The notice provides instructions on how shareholders may access and review an electronic copy of the circular and how to request a paper copy. Shareholders who have already provided instructions on their account to receive paper copies of the circular will also receive a paper copy of the circular with a copy of the notice regarding electronic availability. The notice also provides instructions on voting at the AGM. Proxy materials are being sent to registered shareholders directly and will be sent to intermediaries to be forwarded to all non-registered (beneficial) shareholders. We pay the cost of proxy solicitation for all registered owners and for beneficial owners other than beneficial owners who object to their name and address being given to the company. An objecting beneficial owner will only receive proxy materials if their intermediary assumes the cost of delivery. Shares Outstanding As of April 21, 2023 there were 599,076,654 common shares outstanding, each carrying the right to one vote per common share. The Electricity Act, 1998 (Ontario) and Hydro One's articles of incorporation preclude any person or company (or combination of persons or companies acting jointly or in concert), other than the Province, from owning, or exercising control or direction over, more than 10% of any class or series of voting securities, including common shares of Hydro One. Who Can Vote Shareholders have the right to one vote per common share held by them on the record date for the meeting which is April 21, 2023. Other than the Province, any person, or an entity controlled by a person, who beneficially owns shares that represent, in the aggregate, more than 10% of the eligible votes that may be cast at the meeting, may not vote any of their shares. As of April 21, 2023, our directors and executive officers were not aware of any person or entity who beneficially owns, directly or indirectly, or exercises control or direction over 10% or more of our outstanding common shares, other than the Province, which holds 282,412,648 common shares (representing approximately 47% of the outstanding common shares). Under the Governance Agreement, the Province and Hydro One exchanged nomination notices and confirmed their acceptance of each other's director nominees. The Province is also required, under the Governance Agreement, to vote in favour of the nominees identified in this circular except in the case of contested director elections and where the Province seeks to replace the board in accordance with the Governance Agreement by withholding votes or voting for removal. More information about the Governance Agreement can be found on page 28. 6 Hydro One Limited | 2023 Management Information Circular How to Participate in and Vote at the Meeting What is this Year's Meeting Format? We have decided to host this year's annual shareholders meeting as a hybrid meeting. Shareholders and registered guests can attend the meeting in person, on the campus of Lakehead University in Thunder Bay, Ontario or online via a live audio webcast. The meeting will be held in person at Lakehead University, Advanced Technology & Academic Centre, 955 Oliver Road, Thunder Bay, ON, P7B 5E1. Registered shareholders and duly appointed proxyholders (including non-registered (beneficial) shareholders who have properly appointed themselves as proxyholder) will be entitled to attend, participate in, ask questions, and vote at the meeting, whether in person or online, all in 'real time'. Non-registered (beneficial) shareholders who do not duly appoint themselves as proxyholder and registered guests will be able to attend the meeting, whether in person or online, but will not be able to participate in, ask questions, or vote at the meeting. If registered shareholders or duly appointed proxyholders are participating in the meeting online, you must remain connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the meeting. All shareholders are encouraged to vote in advance of the meeting at www.proxyvote.com or as described below, particularly if they are worried about their ability to remain connected to the internet for the duration of the meeting. In order to participate in the meeting please log in online at www.virtualshareholdermeeting.com/HRNNF2023. How Do I Participate in and Vote at the Meeting? Registered shareholders and duly appointed proxyholders (including non-registered (beneficial) shareholders who have properly appointed themselves as proxyholder) will be able to attend, participate in, ask questions, and vote at the meeting in person or online by using an internet connected device such as a laptop, computer, tablet or mobile phone. The online meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins. If you have any doubt, you can check your system's compatibility by visiting www.talkpoint.com/test. The steps you need to follow to attend and participate in the meeting will depend on whether you are a non- registered (beneficial) shareholder who holds common shares through a broker or other intermediary or you are a registered shareholder who holds a share certificate or statement from a direct registration system confirming your ownership of common shares and, if you plan to participate in the meeting, whether you will be participating online or in person. The procedures are different for registered and non-registered shareholders. Non-registered (beneficial) shareholders who do not duly appoint themselves as proxyholder and registered guests may attend the meeting, whether online or in person, but will not be able to participate in, ask questions, or vote at the meeting. Please read and follow the applicable instructions below carefully. Refer to the code of meeting conduct and procedures available at https://www.hydroone.com/about/ corporate-information/governance/annual-shareholder-meeting-materials to obtain more information concerning the online and in person meeting procedures and how to ask or submit questions during the meeting, as well as other rules of conduct for the meeting. Hydro One Limited | 2023 Management Information Circular 7 BUSINESS OF THE MEETING Your broker or intermediary has sent you a voting instruction form. If you wish to attend, participate and vote at the meeting online, you can do so as follows: 1. Appoint yourself as proxyholder as described below under the heading "How to Vote in Advance or by Proxy", including by providing an "Appointee Name" and designating an 8-character "Appointee Identification Number". Please note that these steps must be completed prior to the proxy deadline (or such earlier deadline as your broker or other intermediary may specify) or you will not be able to ask questions or vote your common shares at the meeting. 2. Follow the instructions below for Proxyholders to log in and vote at the meeting as described below under the heading "How Do I Attend the Meeting as a Proxyholder?" A non-registered (beneficial) shareholder wishing to access the meeting online without participating or voting - for example, because you have provided voting instructions prior to the meeting or appointed another person to vote on your behalf at the meeting - can access the meeting in the same manner as for registered shareholders described above using the 16-digit control number located on your voting instruction form or form of proxy. However, such a shareholder will not be able to participate in or ask questions at the meeting unless they are also a duly appointed proxyholder. If the proxy deadline is waived by Hydro One prior to the meeting, all non-registered (beneficial) shareholders will be able to attend, participate and vote at the meeting online in the same manner as for registered shareholders. To access, participate and vote at the meeting, use your 16-digit control number located on your voting instruction form or contact your broker to obtain a control number from Broadridge. In that case, if you have previously provided voting instructions or appointed another person to vote on your behalf, and you choose to access and vote on any matter at the meeting online during the live webcast and receive access to a ballot, then you will revoke all prior voting instructions or appointments. If you do not wish to revoke your prior instructions or appointments, you will still be able to access the meeting online, participate, and ask questions. Alternatively, you may elect to attend the meeting as a registered guest, as described below under the heading "How do I Attend the Meeting as a Guest? ", but you will not be able to participate in, ask questions, or vote at the meeting. You should not assume that the proxy deadline will be waived in whole or in part, and you should vote prior to the meeting or appoint yourself or another person to vote on your behalf at the meeting prior to the proxy deadline (or such earlier deadline as your broker or other intermediary may specify) to ensure your vote is counted at the meeting. Broadridge Financial Solutions Inc. (Broadridge) has sent you a proxy form. Do not complete the proxy form and instead follow these steps: 1. Log in to www.virtualshareholdermeeting.com/ HRNNF2023 at least 15 minutes before the meeting starts. You should allow ample time to check into the meeting online and to complete the related procedures. 2. Enter your 16-digit control number into the Shareholder Login section (your control number is located on your proxy form) and click on "Enter Here". 3. Follow the instructions to access the meeting and vote when prompted. Even if you currently plan to access and vote at the meeting online, you should consider voting your shares in advance so that your vote will be counted if you later decide not to attend the meeting. You should note that if you access and vote on any matter at the meeting online and receive a ballot on the online meeting platform you will revoke any previously submitted proxy. 8 Hydro One Limited | 2023 Management Information Circular Non-Registered (Beneficial) Shareholders Your broker or intermediary has sent you a voting instruction form. If you wish to attend, participate and vote at the meeting in person, you can do so as follows: 1. Appoint yourself as proxyholder as described below under the heading "How to Vote in Advance or by Proxy", including by providing an "Appointee Name" and designating an 8-character "Appointee Identification Number". Please note that these steps must be completed prior to the proxy deadline (or such earlier deadline as your broker or other intermediary may specify) or you will not be able to ask questions or vote your common shares at the meeting. 2. Follow the instructions below for Proxyholders to attend and vote at the meeting as described below under the heading "How Do I Attend the Meeting as a Proxyholder?" A non-registered (beneficial) shareholder wishing to attend the meeting in person without participating or voting - for example, because you have provided voting instructions prior to the meeting or appointed another person to vote on your behalf at the meeting - can attend the meeting in the same manner as for registered shareholders. However, such a shareholder will not be able to participate in or ask questions at the meeting unless they are also a duly appointed proxyholder. If the proxy deadline is waived by Hydro One prior to the meeting, all non-registered shareholders will be able to attend, participate and vote in person at the meeting in the same manner as for registered shareholders. In that case, if you have previously provided voting instructions or appointed another person to vote on your behalf, and you choose to attend and register at the meeting in person with Broadridge and receive a ballot, then you will revoke all prior voting instructions or appointments. If you do not wish to revoke your prior instructions or appointments, you will still be able to attend the meeting in person, participate and ask questions. Alternatively, you may elect to attend the meeting as a registered guest, as described below under the heading "How do I Attend the Meeting as a Guest? ", but you will not be able to participate in, ask questions, or vote at the meeting. You shouldnot assume that the proxy deadline will be waived in whole or in part, and you should vote prior to the meeting or appoint yourself or another person to vote on your behalf at the meeting prior to the proxy deadline (or such earlier deadline as your broker or other intermediary may specify) to ensure your vote is counted at the meeting. Broadridge has sent you a proxy form. Do not complete the proxy form. Instead, present yourself and the proxy form in person at the meeting. When you arrive at the meeting, please register with and obtain a ballot from Broadridge. Even if you currently plan to attend and vote at the meeting in person, you should consider voting your shares in advance so that your vote will be counted if you later decide not to attend the meeting. You should note that if you attend and vote on any matter at the meeting in person and receive a ballot from Broadridge you will revoke any previously submitted proxy. Hydro One Limited | 2023 Management Information Circular 9 BUSINESS OF THE MEETING How Can I Ask Questions at the Meeting? Hydro One believes that the ability to participate in the meeting in a meaningful way, including by asking questions, is an important responsibility for shareholders. It is anticipated that registered shareholders and duly appointed proxyholders (including non-registered (beneficial) shareholders who have properly appointed themselves as proxyholders) participating in the meeting online will have substantially the same opportunity to ask proper questions on matters of business before the meeting as such shareholders and proxyholders participating in the meeting in person. Upon registered shareholders and duly appointed proxyholders logging into the meeting online, they will have an opportunity to ask questions at the meeting through a chat box in the online meeting platform. Similarly, those who attend in person will also have an opportunity to ask questions at the meeting. Questions received from registered shareholders and duly appointed proxyholders that do not properly relate to matters of business before the meeting are expected to be addressed in a question and answer session following the meeting. Such questions will be read by the chair of the meeting or a designee of the chair and responded to by a representative of Hydro One. The chair of the meeting will decide, at their discretion, the amount of time allocated to each question. The chair will also have the right to limit or consolidate questions to ensure as many registered shareholders and duly appointed proxyholders as possible will have the opportunity to ask questions. Further, the chair may reject questions that do not relate to the business of the meeting or which are determined, in the chair's discretion, to be inappropriate or otherwise out of order. Registered guests can attend and access the meeting online and in person. However, guests (including non-registered (beneficial) shareholders who have not properly appointed themselves as proxyholders) will not be able to participate in or ask questions at the meeting. Who Do I Contact If I Cannot Log into the Meeting? If you have any difficulties logging into the meeting online, please contact Broadridge's online shareholder meeting help line using the toll-free number shown on the login page. If you are participating in the meeting online, you must remain connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the meeting. Note that if you lose connectivity once the meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed. Even if you currently plan to participate in the meeting, you should consider voting your shares in advance so that your vote will be counted in the event you experience any difficulties. How Do I Attend the Meeting as a Proxyholder? If you have been properly appointed as proxyholder for a registered or non-registered shareholder (or you are a non-registered shareholder who has appointed themselves as proxyholder), you attend and vote at the meeting as follows: Attending Proxyholder 1. Log into www.virtualshareholdermeeting.com/HRNNF2023 at least 15 minutes before the meeting starts. You should allow ample time to check into the virtual meeting and to complete the related procedures. 2. Enter the Appointee Name and Appointee Identification Number exactly as it was provided to Broadridge by the shareholder who appointed you as proxyholder and click on "Enter Here". If this information is not provided to you by such shareholder, or if you do not enter it exactly as that shareholder provided it to Broadridge, you will not be able to attend, participate in, ask questions at the meeting or vote their common shares on their behalf. If you have been appointed as proxyholder for more than one shareholder, you will be asked to enter the Appointee Information for each separate shareholder in order to vote the applicable common shares on their behalf at the meeting. 3. Follow the instructions to access the meeting and vote when prompted. 10 Hydro One Limited | 2023 Management Information Circular Attending the 1. Arrive at the meeting and register with Broadridge. 2. As part of registration, you will provide Broadridge the Appointee Name and Appointee Identification Number exactly as it was provided to Broadridge by the shareholder who appointed you as proxyholder. If this information is not provided to you by such shareholder, or if you do not provide it exactly as that shareholder provided it to Broadridge, you will not be able to attend, participate in, ask questions at the meeting or vote their common shares on their behalf. If you have been appointed as proxyholder for more than one shareholder, you will be asked to provide the Appointee Information for each separate shareholder in order to vote the applicable common shares on their behalf at the meeting. 3. Complete the ballot provided. All shareholders must provide the Appointee Information to their appointed proxyholder exactly as they provided it to Broadridge online at www.proxyvote.com or on their voting instruction form or form of proxy in order for their proxyholder to access and vote their shares at the meeting online during the live webcast or attend and vote their shares at the meeting in person. Proxyholders who have forgotten or misplaced the applicable Appointee Information should contact the shareholder who appointed them as quickly as possible. If that shareholder has forgotten or misplaced the applicable Appointee Information, they should follow the steps described under the heading "How to Vote in Advance or by Proxy" as quickly as possible. How Do I Attend the Meeting as a Guest? Those interested in registering to attend the meeting as a guest, whether online or in person, can do so as set out below. Registered guests (including non-registered (beneficial) shareholders who have not properly appointed themselves as proxyholders) will be able to observe the meeting but will not otherwise be able to participate, ask questions, or vote. If you wish to contact the board chair or any member of the board please see page 117 for contact information. Please read and follow the instructions below carefully. Attending the Guest Guests are welcome to join the meeting in person; Broadridge and members of the Corporate Secretary Department will be onsite to assist guests with the registration process. Voting by Proxy or in Advance Appointing Your Proxyholder Providing voting instructions online at www.proxyvote.com or by telephone or by signing and returning your proxy form or voting instruction form authorizes David Lebeter or, failing him, Chris Lopez (the named proxyholders), the President and CEO of the company and the EVP, Chief Financial and Regulatory Officer of the company, respectively, to vote your common shares at the meeting in accordance with your instructions. You have the right to appoint someone else to represent you at the meeting. Your proxyholder does not have to be a shareholder of the company. We reserve the right to accept late proxies and to waive the proxy deadline with or without notice, but are under no obligation to accept or reject any particular late proxy. How to Vote in Advance or by Proxy You can vote in advance or appoint your proxyholder and vote by proxy using the applicable instructions set out below. How you appoint your proxyholder will depend on whether you are a non-registered (beneficial) shareholder or you are a registered shareholder. Hydro One Limited | 2023 Management Information Circular 11 BUSINESS OF THE MEETING by Proxy You may provide your voting instructions to the named proxyholders or appoint yourself or another person to attend the meeting and vote on your behalf by following the instructions on the voting instruction form provided to you by your broker or other intermediary. You are encouraged to do so online at www.proxyvote.com or by telephone if your broker or intermediary provides you with this option. You may also complete the voting instruction form provided by your intermediary and return it to your broker or intermediary. You must follow the instructions and timelines provided by your broker or intermediary in order to do so. If you wish to attend, access and vote at the meeting online, attend and vote at the meeting in person or appoint another person (other than the named proxyholders) to do so, do not complete the voting section of the voting instruction form since you or your appointee will vote at the meeting. In addition to the steps above, you must follow the additional instructions on your voting instruction form or form of proxy very carefully in order to appoint yourself or another person (other than the named proxyholders) to vote at the meeting, including: • inserting an "Appointee Name" and designating an 8-character "Appointee Identification Number" (together, this is the Appointee Information) online at www.proxyvote.com or in the spaces provided on your form of proxy or voting instruction form. You must complete this step regardless of whether you wish to appoint yourself or another person (other than the named proxyholders); and • if you have appointed someone other than yourself to attend, access and vote at the meeting online or attend and vote at the meeting in person on your behalf, informing your appointed proxyholder of the exact Appointee Name and 8-character Appointee Identification Number prior to the meeting. You are encouraged to provide your voting instructions to the named proxyholders or appoint your proxyholder by internet at www.proxyvote.com or by telephone, or by completing and returning the enclosed form of proxy to Broadridge. You must follow the instructions provided on your proxy form. If you wish to appoint another person as your proxyholder (other than the named proxyholders) to vote on your behalf, you must follow the instructions on your form of proxy very carefully, including: • inserting an "Appointee Name" and designating an 8-character "Appointee Identification Number" (together, this is the Appointee Information) online at www.proxyvote.com or in the spaces provided on your form of proxy or voting instruction form; and • informing your appointed proxyholder of the exact Appointee Name and 8-character Appointee Identification Number prior to the meeting. Your proxyholder will require both your Appointee Name and Appointee Identification Number in order to attend and vote on your behalf at the meeting. Please note that if you wish to appoint a person as your proxyholder other than the named proxyholders and you do not designate the Appointee Information as required when completing your appointment online or on your form of proxy or if you do not provide the exact Appointee Name and Appointee Identification Number to that other person, that other person will not be able to attend, participate in, ask questions, or vote at the meeting on your behalf. 12 Hydro One Limited | 2023 Management Information Circular Non-Registered (Beneficial) Shareholders by Proxy You are encouraged to appoint yourself or such other person (other than the named proxyholders) online at www.proxyvote.com as this will allow you to share the Appointee Information you have designated with any other person you have appointed to represent you at the meeting more easily. If you do not designate the Appointee Information as required when completing your appointment online or on your voting instruction form or form of proxy, 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 attend, access and vote at the meeting online or attend and vote at the meeting in person on your behalf, neither you nor that other person, as applicable, will be able to participate in, ask questions, or vote at the the meeting. Hydro One Limited | 2023 Management Information Circular 13 BUSINESS OF THE MEETING Your Proxy If you have provided voting instructions to your broker or intermediary and change your mind about your vote, please contact them to find out what to do. If your broker or intermediary gives you the option of using the internet to provide your voting instructions, you can also use the internet to change your instructions, as long as your intermediary receives the new instructions in enough time to act on them before the proxy deadline. Contact your broker or intermediary to confirm the procedures and deadline. If you are eligible to vote at the meeting and you have previously provided voting instructions or appointed another person to vote on your behalf, you may access the meeting and revoke your prior instructions or appointments, but you will not be able to vote on any matter at the meeting unless the proxy deadline has been waived. If you do not wish to revoke your prior instructions or appointments in the event the proxy deadline has been waived, you will still be able to attend or access the meeting, participate and ask questions. Alternatively, you may elect to register to attend the meeting as a registered guest, as described above under the heading "How do I Attend the Meeting as a Guest? ", but you will not be able to participate in, ask questions, or vote at the meeting. If your voting instructions or appointment are received after the proxy deadline they may only be effective to revoke a previously submitted instruction or appointment. If you change your mind about how you voted before the meeting and you want to revoke your proxy, you may do so by providing new voting instructions or Appointment Information at www.proxyvote.com at a later time, or a new proxy form to Broadridge at a later date. You may also do so by any other method permitted by law, including delivering a signed written notice specifying your instructions to our Corporate Secretary, by 4:00 p.m. Eastern Time on the last business day before the meeting (or any postponement(s) or adjournment(s) if the meeting is postponed or adjourned). Deliver to: 483 Bay Street, South Tower, 8th Floor Reception, Toronto, Ontario, Canada M5G 2P5 Attention: Corporate Secretary Proxies received after the deadline but before the meeting may only be effective to revoke any previously submitted proxy. Finally, you may change your voting instructions by participating and voting on any matter at the meeting online or registering at the meeting in person and obtaining a ballot, which will revoke any previously submitted proxy. 14 Hydro One Limited | 2023 Management Information Circular How Your Proxyholder Will Vote Your proxyholder must vote according to the instructions you provided on your proxy form or voting instruction form, including on any ballot that may be called for at the meeting. For directors and the appointment of the external auditors, you may either vote for or withhold, and for all other matters, you may vote for or against. If you do not specify how you want to vote, your proxyholder can vote your shares as they wish. Your proxyholder will also decide how to vote on any amendment or variation to any item of business in the notice of meeting or on any new matters that are properly brought before the meeting, or any postponement(s) or adjournment(s). If you properly complete and return your proxy form or voting instruction form, but do not appoint a different proxyholder and do not specify how you want to vote, David Lebeter or, failing him, Chris Lopez, the named proxyholders, will vote for you as follows: Matters to Vote On Questions about Voting If you are a registered shareholder, please contact Broadridge with any questions about voting. You will find their contact information on page 117 of this circular. If you are a non-registered (beneficial) shareholder and you have questions about voting, please contact your broker or intermediary by following the instructions on your voting instruction form. Tabulation of Votes Votes and proxies will be counted, verified and tabulated by Broadridge in compliance with the Business Corporations Act (Ontario), the by-laws of the company and applicable proxy protocols and rules. Proxies will be submitted to us and our representatives when legally necessary or appropriate, when a shareholder clearly intends to communicate with management or the board of directors, when there is a proxy contest, or to the extent necessary to comply with applicable proxy protocols or rules of order. Voting Results We will file the voting results with securities regulators after the meeting and also post the results on our website at www.hydroone.com/investor-relations/agm. The results will include details regarding the percentage of support received on each matter for which a ballot vote is held or, if no ballot vote is held, based on the votes represented by proxies validly deposited prior to the meeting. Special Arrangements If you plan on attending the meeting in person and require special arrangements for hearing and/or access, please contact our Interim Corporate Secretary at CorporateSecretary@HydroOne.com. Hydro One Limited | 2023 Management Information Circular 15 BUSINESS OF THE MEETING About the Nominated Directors This year 11 people are being nominated to serve on the board, eight of whom currently serve on the board and three of whom, Brian Vaasjo, Helga Reidel and Mitch Panciuk, are being nominated to fill the vacancies created by Mr. Sheffield, Mr. Cowper-Smith and Mr. Robertson's departures. Director nominee profiles, starting on page 18, tell you about each director nominee's skills, experience and other important matters to consider. All but one of the director nominees are considered independent. David Lebeter is not considered independent because he is our President and CEO. What We Expect from Our Directors We expect our directors to have personal attributes and expertise that contribute to the board, to devote the necessary time for board and committee duties, to act with integrity, to exercise independent business judgment and to stay informed and participate fully in board matters. The board has adopted a written position description that sets out the board's expectations for directors, including the following: Personal Attributes • Business expertise and understanding of the Canadian business community and previous experience serving in a senior executive or leadership position • Strong listening, communication and advocacy skills, motivation and ability to engage effectively in board and committee work Stewardship • Understand and contribute to fulfilling the company's mission and vision, strategies and objectives • Comply with the corporate governance guidelines of the company and perform their duties as board members • Ability to act independently of management (for directors who are not members of management) and be accountable for board decisions to stakeholders as a whole Integrity • Act honestly and in good faith with a view to the best interests of the company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances • Act in the highest ethical manner and with integrity in all personal, business and professional dealings and in compliance with the company's Code of Business Conduct Participation • Devote sufficient time to their responsibilities and prepare for each board and relevant committee meeting • Attend board and committee meetings and shareholder meetings and actively participate in board and committee deliberations and decisions • Work constructively and effectively with other directors, officers, employees and advisors of the company Education • Continuously advance their knowledge about the company's business and operations, the communities in which it operates and emerging trends and issues and significant strategic initiatives 16 Hydro One Limited | 2023 Management Information Circular Our Director Nominees at a Glance Public Board Hydro One Limited | 2023 Management Information Circular 17 BUSINESS OF THE MEETING Cherie Brant, 48 Cherie Brant is a partner and national leader of the Indigenous law group at Borden Ladner Gervais LLP, a Canadian law firm. Ms. Brant has a commercial practice across a wide variety of sectors, including energy and transmission, land development and financing on First Nations lands and economic development. She also provides strategic policy and governance counsel to Indigenous groups. Prior to joining Borden Ladner Gervais LLP, Ms. Brant was a partner at another major Canadian law firm, where she had been practicing since 2013. Ms. Brant is both Mohawk and Ojibway from the Mohawks of the Bay of Quinte and Wiikwemkoong Unceded Indian Territory. She serves on the boards of Toronto-Dominion Bank, Canadian Council for Aboriginal Business and Canadian Club of Toronto. Her previous directorships include Women's College Hospital, Trillium Gift of Life and Anishnawbe Health Foundation. Ms. Brant holds a Bachelor of Environmental Studies, Urban and Regional Planning Program from the University of Waterloo and a Juris Doctor from the University of Toronto. She is a member of the Ontario Bar Association and the Law Society of Ontario. In 2017, Ms. Brant received the Lexpert Zenith Award, a national award recognizing women's contributions in the law and in 2012, she was named one of Lexpert's "Rising Stars: Leading Lawyers Under 40". INDEPENDENT 18 Hydro One Limited | 2023 Management Information Circular Timothy Hodgson, 62 Timothy Hodgson is a corporate director and currently serves as Chair of Hydro One. Mr. Hodgson also serves on the boards of Dialogue Health Technologies, the Property and Casualty Insurance Compensation Corporation and the Ontario Teachers' Pension Plan, he is also the Chair of the New Self-Regulatory Organization of Canada. Mr. Hodgson was formerly Managing Partner of Alignvest Management Corporation from 2012 until his retirement in August 2019. He was Special Advisor to Mr. Mark Carney, then Governor of the Bank of Canada from 2010 to 2012. From 1990 to 2010, Mr. Hodgson held various positions in New York, London, Silicon Valley and Toronto with Goldman Sachs and served as Chief Executive Officer of Goldman Sachs Canada from 2005 to 2010, with overall responsibilities for the firm's operations, client relationships and regulatory matters. His prior directorships include Public Sector Pension Investment Board (PSP Investments), Sagicor Financial Corporation, Sagicor Group Jamaica, MEG Energy, Alignvest Acquisition Corporation, Alignvest Acquisition II Corporation, The Global Risk Institute, KGS-Alpha Capital Markets, Next Canada, the Ivey School of Business and Bridgepoint Health. Mr. Hodgson holds a Master of Business Administration from the Ivey School of Business at Western University and a Bachelor of Commerce from the University of Manitoba. He is a Fellow of the Institute of Chartered Professional Accountants (FCPA) and holds his ICD.D. INDEPENDENT Hydro One Limited | 2023 Management Information Circular 19 BUSINESS OF THE MEETING Mitch Panciuk, 55 Mitch Panciuk is the managing partner of Boston Pizza in Belleville, Ontario, and previously served as the Mayor of the City of Belleville from 2018 to 2022. Since 2001 Mr. Panciuk has owned and operated Boston Pizza Belleville, was also a multi-unit operating partner and had multiple elected terms as an Ontario member of the Boston Pizza International Franchisee Advisory Council. Prior to his election as Mayor of the City of Belleville, he served as Belleville Ward City Councillor. Under his leadership, the City of Belleville transformed into a destination city leading Eastern Ontario in population growth and in 2021 was the fourth best community in Canada to live as ranked by Maclean's magazine. Mr. Panciuk served on the board of Elexicon Corporation from 2018 to 2022 where he chaired the Audit, Finance and Risk Management Committee. Mr. Panciuk holds his Chartered Director (C.Dir.) Designation from The Director's College, DeGroote School of Business, McMaster University and a Bachelor of Arts from the University of Alberta. INDEPENDENT Chief Sustainability Officer at the First Nations Major Projects Coalition Not eligible for re-election in 2034 20 Hydro One Limited | 2023 Management Information Circular Helga Reidel, 62 Helga Reidel is a corporate director. Ms. Reidel most recently served as President and Chief Executive Officer of ENWIN Utilities Ltd. from 2016 to 2022. Prior to that, she served as Chief Administrative Officer for the Corporation of the City of Windsor from 2009 to 2016 and brings more than 34 years of senior executive and board director experience in the public and private sectors. Ms. Reidel currently sits on the board of Corby Spirit and Wine Ltd, the Windsor Detroit Bridge Authority, is Chair of the Board of Governors of the University of Windsor, and Trustee of WISE Trust. She is also a Founding Member of the Detroit/Windsor/Toledo Arm of the Private Directors Association, where she previously also held the position of Treasurer. Ms. Reidel previously held a number of volunteer appointments, including the United Way Centraide-Windsor Essex, the Windsor Public Library Board, and the Windsor Essex Children's Aid Society. Ms. Reidel is a graduate of the University of Windsor with degrees in Commerce and Education. She is a Chartered Professional Accountant (FCPA, FCA), and holds her OCT from the Ontario College of Teachers and holds her ICD.D. INDEPENDENT Professor of Practice, McGill University Not eligible for re-election in 2030 Hydro One Limited | 2023 Management Information Circular 21 BUSINESS OF THE MEETING Brian Vaasjo, 67 Brian Vaasjo is currently the President and CEO of Capital Power, a power generation company, a position he has held since Capital Power's Initial Public Offering in 2009 and from which he is in the process of retiring. Under his leadership, Capital Power has become Alberta's leading developer of new power generation and has successfully acquired and developed power generation projects in B.C., Ontario, and the United States. Prior to that, Mr. Vaasjo held various positions at EPCOR Utilities including President of EPCOR's Energy Division and Executive Vice President and Chief Financial Officer commencing in 1998. For 19 years before that he held various positions with the predecessor companies to Enbridge. Mr. Vaasjo has served on the Capital Power Board since 2009 and the Capital Power Income LP Board from 2005 to 2011 which he chaired from 2009 to 2011. Other directorships have included the Alberta Health Services Board, Shock Trauma Air Rescue Board (STARS) where he served as chairman and the United Way of the Alberta Region which he also served as chairman. He currently serves as a Member of the Advisory Council to the Dean of Medicine and Dentistry - University of Alberta. Mr. Vaasjo holds a Bachelor of Education degree and an MBA from the University of Alberta. He is also Fellow of the Institute of Chartered Professional Accountants (FCPA). INDEPENDENT Corporate Director Nominee of the Province Not eligible for re-election in 2031 22 Hydro One Limited | 2023 Management Information Circular David Lebeter, 63 David Lebeter is the President and CEO of Hydro One Limited and Hydro One Inc., a position he assumed February 1, 2023. Mr. Lebeter also temporarily continues in his role as the Chief Operating Officer (COO) of Hydro One Networks Inc., a role he assumed in January 2020, as he fills vacancies on the Executive Leadership Team. Mr. Lebeter is a highly regarded leader with over 40 years' experience in the utility and forestry sectors and a reputation for driving improved safety, employee engagement, productivity, customer centricity and successfully delivering capital investments. Mr. Lebeter has 18 years of experience in all facets of the electricity sector and in his role as COO of Hydro One Networks, Mr. Lebeter is responsible for transmission and distribution, including construction, maintenance, vegetation management as well as system operations, asset planning and engineering. Under Mr. Lebeter's leadership, safety, productivity, reliability and customer experience have improved. Before joining Hydro One, he held progressively senior positions in operations and safety at BC Hydro from 2005 to 2019, including Vice President Field Operations & Safety, and held leadership roles in generation, transmission, distribution and safety. During his tenure, he was responsible for improving safety, reliability, employee engagement and customer service, lowering costs and building trust with union leaders and Indigenous communities. Mr. Lebeter spent 23 years in the forest industry prior to joining the utility sector, working in leadership positions responsible for operations. He has previously served as an Executive Board Member for Smart Grid Northwest, as an Operations Board Member for Western Energy Institute, and as the Chairman of the Distribution Council with the Canadian Electricity Association. He holds his ICD.D. Mr. Lebeter holds a Bachelor's degree in Forestry from the University of British Columbia, and is a registered professional forester. In addition, Mr. Lebeter holds an Executive Master of Business Administration from Simon Fraser University. NOT INDEPENDENT President and CEO of Hydro One Hydro One Limited | 2023 Management Information Circular 23 BUSINESS OF THE MEETING Director Compensation The by-laws of the company provide that directors may receive remuneration for their services as determined by the board and be reimbursed for travelling and other expenses properly incurred by them in attending meetings of shareholders or of the board or any committee thereof or otherwise in the performance of their duties. On August 15, 2018, the Province passed the Hydro One Accountability Act, 2018 (HOAA). The HOAA required our board to establish a new executive compensation framework for the board of directors, President and CEO, and other executives by no later than February 15, 2019. On February 21, 2019, pursuant to the HOAA, the Management Board of Cabinet issued a directive to Hydro One (the directive) setting out certain compensation-related requirements. As specified in the directive, the maximum total compensation for the board may be adjusted annually by the lesser of the rate of the Ontario Consumer Price Index and the annual rate at which total maximum direct compensation may be adjusted for non-executive managerial employees. In February 2022, during its annual review of director compensation, the GRC and the board reviewed director compensation and determined not to make any compensation adjustments. The chart below sets out our directors' compensation, for the year ended December 31, 2022, which was in compliance with the directive. Role 1. Committee chairs receive a $5,350 retainer for their duties as committee chair. They can elect to take up to 100% of their retainer in the form of DSUs (as defined below). Hydro One has a non-employee director deferred share unit (DSU) plan providing for awards of director DSUs to Hydro One directors other than the President and CEO. Directors are required to receive 50% of their annual director retainer as an equity component, which they receive in the form of DSUs. They may elect to be paid up to 100% of the cash component of their compensation in the form of director DSUs. Director DSUs are notional shares that have the same value as Hydro One common shares and earn additional units as dividend equivalents at the same rate as dividends paid on our common shares. Director DSUs vest immediately, but directors can only redeem their DSUs for cash after they leave the board (following a one-year holding period to the extent required to comply with their share ownership requirements post departure). Board committee chairs can choose to take their annual committee chair retainer in cash or director DSUs. Directors do not receive meeting fees for board or committee meeting attendance. The company's director compensation, travel and expense policy applies to non-employee directors. Directors are expected to continue to satisfy their share ownership requirement (or maintain their existing level of share ownership if lower than the requirement) for a period of 12 months following their departure from the board. For a period of 24 months following retirement from the company, the President and CEO must continue to own sufficient shares to meet the lesser of the share ownership requirement applicable to the President and CEO or the level of share ownership that the individual had attained at the time of retirement. 24 Hydro One Limited | 2023 Management Information Circular Total Compensation Paid to Directors in 2022 The following table provides a summary of the compensation earned by the non-employee directors of Hydro One for the year ended December 31, 2022. Mr. Poweska is not included in the table as his compensation for service as Hydro One's President and CEO is disclosed starting on page 75. He did not receive any additional compensation for his services as a member of the board. Mr. Sheffield is also not included in the table below as his compensation for service as a director and as Hydro One's Interim President and CEO is disclosed starting on page 75. Total Compensation Non-Employee Director Share Ownership Requirements and Equity Ownership Hydro One believes that the interests of shareholders and directors are better aligned when directors hold a significant investment in Hydro One. Directors who are non-employees of Hydro One are required to retain a minimum holding of common shares or DSUs equal to three times (3x) their total annual board retainer (calculated including the equity portion), valued at the original grant value or acquisition cost, within six years following the date of their appointment to the board. The ownership requirement for directors was as follows: The Corporate Governance Guidelines can be found on our website at: https://www.hydroone.com/about/ corporate-information/governance. Chair 246,756 Under the corporate governance guidelines, directors are expected to continue to satisfy their share ownership requirement (or their existing level of share ownership if lower) for a period of 12 months following their departure from the board. Hydro One Limited | 2023 Management Information Circular 25 BUSINESS OF THE MEETING For 2022, the nominated directors received all of the equity component of their annual director retainer in DSUs. The table below summarizes equity ownership of our 2022 directors, including dividend equivalents rounded to the nearest whole number, as at April 12, 2023, and their holdings for the previous year. The value of director holdings is calculated using the price of our common shares on the Toronto Stock Exchange (TSX) on December 30, 2022, which was $36.27. The table does not include Mr. Poweska as he is subject to our executive share ownership requirements which can be found on page 92. Equity Ownership 1. Total as a multiple of the share ownership requirement (SOR). Each director's share ownership is calculated annually as at December 31 (based on the original grant value of director DSUs and the acquisition cost of common shares) and is divided by the share ownership requirement 2. Mr. Sheffield remained subject to the Director Share Ownership Guidelines during his tenure as Interim President and CEO. Mr. Sheffield received 13,321 fully vested DSUs under the director DSU plan as part of his compensation for his interim role. Details of Mr. Sheffield's compensation for service as a director and as Hydro One's Interim President and CEO is closed starting on page 75. Board/Committee Memberships and Meeting Attendance The table below shows each director's board and committee attendance in 2022 for both regularly scheduled and short-notice meetings. The directors of Hydro One are also directors of Hydro One Inc. and the two boards and each of their respective committees hold joint meetings. Short-notice meetings are non-regularly scheduled meetings, where directors may have limited notice of the meeting. Director Short Notice: 1/1 Note: Effective June 8, 2022, June 21, 2022, and August 9, 2022 the membership of the committees of the board was refreshed. For more information on the changes in committee membership, see pages 31 and 32. The above table reflects the committee attendance of each committee member during the period of their committee membership. Mr. Lebeter was appointed as a director effective February 1, 2023. Accordingly, his meeting attendance is not disclosed in the above table. 1. Prior to June 21, 2022, both Mr. Hodgson (as board