Turbo Power : AGM Management Proxy and Information Circular 2016

IMPORTANT NOTE: These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf Please refer to the information under the heading "Beneficial Holders of Common Shares" within the accompanying Management Proxy and Information Circular as to how beneficial securityholders should relay their voting preference to the registered holder of their respective Common Shares.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 1

STATISTICS 1

EXCHANGE RATE INFORMATION 1

SOLICITATION OF PROXIES 6

APPOINTMENT OF PROXIES 6

NOTICE AND ACCESS 6

REVOCABILITY OF PROXY 7

EXERCISE OF DISCRETION BY PROXY 7

VOTING OF PROXIES 7

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF 7

BENEFICIAL HOLDERS OF COMMON SHARES 8

PROPOSED CANCELLATION OF ADMISSION OF COMMON SHARES TO TRADING ON AIM

.................................................................................................................................................................. 9

STATEMENT OF EXECUTIVE COMPENSATION 12

DIRECTOR COMPENSATION 17

COMPENSATION DISCUSSION AND ANALYSIS 19

PERFORMANCE GRAPH - FIVE YEAR SHAREHOLDER RETURN COMPARISON 21

STATEMENT OF CORPORATE GOVERNANCE PRACTICES 22

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 28

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 28

MATTERS TO BE ACTED UPON AT THE MEETING 28

OTHER BUSINESS 32

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 32

ADDITIONAL INFORMATION 32

SCHEDULE "A" - The Audit Committee's Charter 33

Notice provided to the London Stock Exchange to notify it of the proposed Cancellation

April 19, 2017

Publication and posting of this document and Form of Proxy to Shareholders

April 19, 2017

Latest time and date for receipt of Instrument of Proxy and Form of Instruction

1:00 p.m. (London, GMT+1) on May 23, 2017

Annual General and Special Meeting

1:00 p.m. (London, GMT+1) on May 25, 2017

Expected last day of dealings in Common Shares on AIM(2)

June 2, 2017

Expected time and date of Cancellation(3)

7:00 a.m. on June 5, 2017

Notes:

1. All of the times referred to in this document refer to London time, unless otherwise stated.

2. Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

3. The Cancellation requires the approval of not less than 75 per cent of the votes cast by Shareholders at the Annual General and Special Meeting.

Common Share Capital (undiluted) 3,336,865,922 Common Shares

Common Share Capital (diluted) 4,234,516,428 Common Shares

Unless otherwise indicated, all financial amounts in this Information Circular are expressed in U.K. pound sterling. The symbol "£" refers to the U.K. pound sterling and the symbol "CDN$" refers to the Canadian dollar. For the purposes of this Information Circular, all figures converted into Canadian dollars were calculated based on the noon rate of exchange posted by the Bank of Canada for conversion of pound sterling into Canadian dollars. As of April 18, 2017, being the working day immediately prior to the date of this Notice, £1 equals CDN$1.656

The following definitions apply throughout this document, unless the context requires otherwise:

"AIM" AIM, the market operated by the London Stock Exchange

"AIM Rules" the rules and guidance for companies whose shares are admitted to trading on AIM entitled "AIM Rules for Companies" published by the London Stock Exchange, as amended from time to time

"Annual General and Special Meeting" or "Meeting"

the Annual General and Special Meeting of the Company convened for 1:00 p.m. (GMT +1) on May 25, 2017 and any adjournment thereof, notice of which is set out in this document

"Articles" the articles of association of the Company as at the date of this document

"Business Day" a day (excluding Saturday, Sunday and public holidays in England and Wales) on which banks are generally open for business in London for the transaction of normal banking business

"Cancellation" the cancellation of admission of the Common Shares to trading on AIM, subject to passing of the Cancellation Resolution and in accordance with Rule 41 of the AIM Rules

"Cancellation Resolution" the resolution to be proposed at the Annual General and Special

Meeting regarding the Cancellation, in the form set out in this Notice of Annual General and Special Meeting

"Common Shares" the common shares of no par value in the capital of the Company, and "Common Share" means any one of them

"Company" or "Turbo Power" Turbo Power Systems Inc.

"CREST" a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)

"Directors" or "Board" the board of directors of the Company

"Effective date" June 05, 2017

"Form of Instruction" the form of instruction that accompanies this document for use at the

Annual General and Special Meeting or at any adjournment thereof

"Instrument of Proxy" the instrument of proxy that accompanies this document for use at

the Annual General and Special Meeting or at any adjournment thereof

"London Stock Exchange" London Stock Exchange plc

"Major Shareholder" or "TAO UK" Tao Sustainable Power Solutions (UK) Ltd, which has an interest in

2,982,444,445 Common Shares. It is a wholly owned subsidiary of TWC3N Limited, a company controlled principally by certain members of the Company's existing management team.