Turbo Power Systems : AGM Management Proxy and Information Circular 2015

Microsoft Word - Information Circular YE 2015 - Final.docx

LETTER FROM THE CHAIRMAN NOTICE OF ANNUAL GENERAL MEETING

OF SHAREHOLDERS AND

MANAGEMENT PROXY AND INFORMATION CIRCULAR OF

TURBO POWER SYSTEMS INC.

The accompanying management proxy and information circular ("Information Circular") is furnished in connection with the solicitation of proxies by management of Turbo Power Systems Inc. (the "Company") to be voted at the annual general meeting of the holders of common shares ("Common Shares") of the Company to be held at 1.00 p.m. (London, GMT+1) on Thursday, May 26, 2016 at the Company's offices at 1 Queens Park, Queensway North, Team Valley Trading Estate, Gateshead, NE11 0QD, United Kingdom.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in

any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who specialises in advising on shares or other securities and who is, in the case of shareholders in the United Kingdom, authorized under the United Kingdom Financial Services and Markets Act 2000.

Additional copies of the accompanying Information Circular shall be available, during normal business hours, on or before Thursday, May 26, 2016 at the Company's offices (in the United Kingdom) at 1 Queens Park, Queensway North, Team Valley Trading Estate, Gateshead, NE11 0QD, United Kingdom.

If you have sold or otherwise transferred all of your Common Shares, please forward this document together with the accompanying Instrument of Proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale of transfer was effected, for transmission to the purchaser or transferee.

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.

Dated: April 18, 2016

TABLE OF CONTENTS

EXPECTED TIMETABLE OF EVENTS 1

STATISTICS 1

EXCHANGE RATE INFORMATION 1

SOLICITATION OF PROXIES 4

APPOINTMENT OF PROXIES 4

REVOCABILITY OF PROXY 4

EXERCISE OF DISCRETION BY PROXY 5

VOTING OF PROXIES 5

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF 5

BENEFICIAL HOLDERS OF COMMON SHARES 6

STATEMENT OF EXECUTIVE COMPENSATION 7

DIRECTOR COMPENSATION 13

COMPENSATION DISCUSSION AND ANALYSIS 13

PERFORMANCE GRAPH - FIVE YEAR SHAREHOLDER RETURN COMPARISON 17

STATEMENT OF CORPORATE GOVERNANCE PRACTICES 17

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 22

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 23

ADDITIONAL INFORMATION 23

MATTERS TO BE ACTED UPON AT THE MEETING 23

OTHER BUSINESS 25

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 25

EXPECTED TIMETABLE OF EVENTS

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

1:00 p.m. (London, GMT+1) on May 24, 2016

Meeting 1:00 p.m. (London, GMT+1) on May 26, 2016

STATISTICS

As at April 18, 2016:

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

Common Share Capital (diluted) 3,816,576,529 Common Shares

EXCHANGE RATE INFORMATION

Unless otherwise indicated, all financial amounts in this Management 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 Management 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 pounds into Canadian Dollars. As of April 18, 2016, being the working day immediately prior to the date of this Notice, £1 equals CDN$1.81947

1

TURBO POWER SYSTEMS INC. NOTICE OF ANNUAL GENERAL MEETING OF

SHAREHOLDERS

TO BE HELD ON MAY 26, 2016

TO THE SHAREHOLDERS

TAKE NOTICE that an annual general meeting (the "Meeting") of the holders("Shareholders") of common shares ("Common Shares") of Turbo Power Systems Inc. ("TPS" or the "Company") will be held at the Company's offices at 1 Queens Park, Queensway North, Team Valley Trading Estate, Gateshead, NE11 0QD, United Kingdom, on Thursday, May 26, 2016 at 1:00 p.m., (London, GMT + 1), for the following purposes:

1. to receive and consider the consolidated financial statements of the Company for the fiscal year ended December 31, 2015, together with the report of the auditors thereon;

2. to elect three (3) directors for the ensuing year;

3. to appoint auditors for the ensuing year and to authorize the directors to fix their remuneration as such;

4. to transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

Shareholders who are unable to attend the Meeting in person are requested to date and sign the enclosed form of Instrument of Proxy and return it in the envelope provided for that purpose. The specific details of the matters proposed to be dealt with at the Meeting are set forth in the Management Proxy and Information Circular accompanying this Notice of Annual General Meeting of Shareholders. The audited consolidated financial statements of the Company and the auditors' report thereon for the year ended December 31, 2015 have been mailed to registered Shareholders and are also available on SEDAR at www.sedar.com.

Only Shareholders of record at the close of business on April 18, 2016 (the "Record Date") are entitled to notice of and to attend the Meeting or any adjournment or adjournments thereof and to vote thereat unless after the Record Date a holder of record transfers his or her Common Shares and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that he or she owns such shares, requests, not later than ten (10) days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote, in which case such transferee shall be entitled to vote such shares at the Meeting.

If you are a registered Shareholder and are unable to attend the Meeting in person, please date and sign the enclosed Instrument of Proxy or Form of Instruction and return it in the enclosed envelope. In order to be valid and acted upon at the Meeting, Instruments of Proxy and Forms of Instruction must be received by the Company's registrar and transfer agent, Computershare Trust Company of Canada, 9th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 (by internet www.investorvote.com and by telephone 1-866-732-VOTE (8683) Toll Free) or Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 62Y (Facsimile: +44-20- 870-703-6116) by 1:00 p.m. (London, GMT+1) on May 24, 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 issuer 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

2