Enerflex Ltd. ($EFX)

Ladies and gentlemen, welcome to the 2026 Annual and Special Meeting of Enerflex Limited. Please note that the meeting is being recorded. I would like to introduce Kevin Reinhart, Chair of the Board and Chair of today's meeting. Mr. Reinhart, the floor is yours.

Thank you, and welcome to the Annual and Special Meeting of the Shareholders of Enerflex. My name is Kevin Reinhart, Chair of the Board of Enerflex and it's my privilege to chair today's meeting. We are pleased to host the meeting through this virtual meeting platform, which is accessible to all our shareholders regardless of physical location. I invite our shareholders and proxy holders to submit questions and vote on each of the matters of business as they are raised. Before we proceed with the formal business of today's meeting, I would like to introduce the other directors of Enerflex. Fernando Assing, Ben Cherniavsky, Joanne Cox, Celine Gerson, Jim Gouin, Mona Hale, Tom Tyree, Juan Carlos Villegas and Paul Mahoney, our President and Chief Executive Officer. I would also like to acknowledge the members of our executive management team: Preet Dhindsa, Senior Vice President and Chief Financial Officer; David Izett, Senior Vice President and General Counsel; Carina Lovato Gillenwater, Senior Vice President and Chief Human Resources Officer; Robert Mitchell, Senior Vice President, Strategy and Productivity; Greg Stewart, President, North America; Phil Pyle, President, Eastern Hemisphere; and Mauricio Meineri, President, Latin America. The meeting will now come to order. In order to ensure this meeting efficiently covers all of the business for which it was convened, we have prearranged with persons attending this meeting to move and second certain resolutions. This procedure is not an attempt to discourage participation, but merely a way to expedite proceedings. The chair will accept questions from registered shareholders and duly appointed proxy holders on each formal resolution as they are raised. I encourage registered shareholders and proxy holders to submit questions as early as possible so that we may address them at the right point during the meeting. Questions during the meeting should relate to the items of business being considered at this meeting. Questions with respect to our first quarter results or the operations of Enerflex are best raised with management at the Q1 conference call scheduled for tomorrow morning. If you have a question on an item of business being considered at this meeting, please use the messaging feature of the TSX Trust virtual interface. In asking your question, please identify whether you are a registered shareholder or proxy holder and which matter of business your question relates to. We will address questions that directly relate to a particular matter of business at the appropriate time of the meeting. Justin Pettigrew, the Corporate Secretary and Associate General Counsel of Enerflex, will act as Secretary of the meeting; and Kristine Calesso, a representative of TSX Trust Company, will act as scrutineer. A package containing the notice and access notification to shareholders, a mailing list, request form, a form of proxy and a proxy return envelope were mailed on April 1, 2026, to all shareholders of record as of March 13, 2026. The declaration of mailing is available for inspection by any shareholder. I ask that the Secretary file a copy of such declaration with the minutes of today's meeting. A quorum of shareholders is present for the transaction of business at this meeting if at least 2 persons are present in person and holding or representing by proxy, not less than 10% of the shares entitled to vote at the meeting. I've been advised by the scrutineers that there is a quorum present. I would ask that the Secretary file a copy of the scrutineer's report with the minutes of today's meeting. I would also note that under applicable corporate law and the bylaws of Enerflex, the company is permitted to hold this meeting by the electronic means that we are using. Accordingly, I declare that this meeting has been regularly called and properly constituted for the transaction of business. We will conduct each vote by way of an electronic ballot. You will receive a message on the TSX Trust virtual interface once the polls are open. Registered shareholders and duly appointed proxy holders may vote on the online platform throughout the meeting. You may vote at any time until the last item of business has been put to a vote, and I declare the voting closed. If you have previously voted and do not wish to change your vote or you have appointed a proxy holder and do not wish to change your voting instructions, then you do not need to do anything. Your vote has been recorded. If you wish to change your vote, then voting online will have the effect of revoking your previously submitted vote. Each item of business to be considered today requires that a majority of the votes cast be voted in favor of the resolution in order for the resolution to pass. Following the meeting, a news release will be issued announcing the final voting results. As a reminder, only registered shareholders and proxy holders are entitled to participate in the meeting as it pertains to voting and asking questions. We will now run through each of the items on the agenda, including responding to any questions on the particular item while it is before the meeting. I now declare the polls open on all resolutions. The first item of business is for shareholders to receive the financial statements of Enerflex for the year ended December 31, 2025, and the auditor's report thereon. The financial statements were previously distributed to shareholders posted to our website and filed under our electronic profile on SEDAR+ and EDGAR. There is also a direct link to Enerflex's 2025 annual report, which contains the 2025 financial statements and related management's discussion and analysis located on the information screen for this meeting. Are there any questions on the financial statements or the auditor's report? We have received no questions on this item. I declare that the annual consolidated financial statements of Enerflex as at -- for the year ended December 31, 2025, together with the report of the independent auditors thereon have been presented to the shareholders and received. The next item of business is fixing the number of directors at the meeting at 10. The motion to elect directors will follow by way of a separate item of business. I now ask for a motion that the number of directors to be elected at this meeting be fixed at 10.

My name is Preet Dhindsa, Senior Vice President and Chief Financial Officer of Enerflex, and I'm a shareholder. I move that the number of directors of Enerflex to be elected at this meeting be fixed at 10.

Thank you, Preet. Is there a seconder?

My name is David Izett, Senior Vice President and General Counsel of Enerflex. I'm a shareholder, and I second the motion.

Thank you, David. We will now address any questions from registered shareholders or proxy holders that are directly related to fixing the number of directors to be elected. We have not received any questions on this item. The voting is now open, and we invite shareholders and proxy holders to submit their votes on fixing the number of directors to be elected at 10. As I mentioned earlier, if you have already voted or sent in a proxy, your vote has already been recorded, and there is no need to do anything unless you wish to change your vote. Please complete your voting on this matter. [Voting]

The next item of business is the election of the directors of Enerflex. Information about each nominee is included in the management information circular. I confirm that all nominees are eligible for election. Enerflex did not receive notice of any director nominations in connection with the meeting in accordance with its advanced notice bylaw. Accordingly, the only persons eligible to be nominated for election to the Board of Directors of Enerflex are the management nominees. The nominees are Fernando Assing, Ben Cherniavsky, Joanne Cox, Celine Gerson, Jim Gouin, Mona Hale, Paul Mahoney, Kevin Reinhart, Tom Tyree and Juan Carlos Villegas. I now ask for a motion that each of the nominees be elected to serve as a director.

My name is David Izett, Senior Vice President and General Counsel of Enerflex, and I am a shareholder. I move that each of the 10 persons nominated be elected as a Director of Enerflex to hold office until the close of the next Annual Meeting of Shareholders of Enerflex, their office is earlier vacated or until their successor is duly elected or appointed.

Thank you, David. Is there a seconder?

My name is Preet Dhindsa, and I second the motion.

Thank you, Preet. We will now address any questions from registered shareholders or pr holders that are directly related to the election of directors. Once again, we have not received any questions on this item. The voting is now open, and we invite shareholders and proxy holders to submit their vote for each nominee if they've not already done so. Please complete your voting on this matter. [Voting]

The next item of business is the appointment of auditors of Enerflex. I please have a motion as the appointment of Ernst & Young LLP as auditors of Enerflex.

My name is Paul Mahoney, President and CEO of Enerflex, and I am a shareholder. I move that Ernst & Young LLP, Chartered Accountants, be appointed auditors of Enerflex until the next annual meeting or until their successor is appointed and that their compensation be fixed by the Board of Directors.

Thanks, Paul. May I have a seconder?

My name is David Izett, and I second the motion.

Thank you, David. Are there any questions from registered shareholders or proxy holders on this motion? If not received any questions on this item. The voting is open, and we invite shareholders and proxy holders to submit their votes, they have not already done so. Please complete your voting on this matter now. [Voting]

The next item of business on the agenda is the nonbinding shareholder advisory vote on our approach to executive compensation. We trust that you've taken the opportunity to review our compensation discussion and analysis in this year's management information circular, which explains our approach to executive compensation. And now I'll ask for a motion on this matter.

My name is Preet Dhindsa, and I move that the nonbinding advisory resolution concerning Enerflex's approach to executive compensation as set forth on Pages 4 and 5 of Enerflex's Management Information Circular dated March 20, 2026, be approved.

Thank you, Preet. May I please have a seconder?

My name is Paul Mahoney, and I second the motion.

Thank you, Paul. We will now address any questions from shareholders or proxy holders that are directly related to our approach to executive compensation. Once again, we have not received any questions on this item. The voting is now open, and we invite shareholders and proxy holders to submit their votes have not already done so. Please complete your voting now. [Voting]

The next item of business on the agenda is the approval of Enerflex's new Omnibus Incentive Plan and ratification of the annual normal course awards to the officers and other eligible participants under this new Omnibus Incentive Plan as more particularly described management information circular banner of Enerflex dated March 20, 2026. Importantly, the Omnibus Incentive Plan does not represent a substantive change in Enerflex' executive compensation, policy practices or philosophy nor does it provide for any incremental compensation. I now ask for a motion on this matter.

My name is Paul Mahoney, and I move that the ordinary resolution approving the Omnibus Incentive Plan and ratifying the awards made to officers and other eligible participants under the Omnibus Incentive plan as set forth on Pages 5 to 8 of Enerflex's Management Information Circular dated March 20, 2026 be approved.

Thank you, Paul. May I please have a seconder?

My name is David Izett, and I second the motion.

Thank you, David. We will now address any questions from shareholders or proxy holders that are directly related to our new Omnibus Incentive Plan and the awards made thereunder in 2026. And again, we have not received any questions on this item. The voting is open, and we invite shareholders and proxy holders to submit their votes if they have not already done so. Complete your voting on this matter now. [Voting]

For those of you that have not voted on all the resolutions, please do so now as I will close the polls in about 30 seconds. As a final reminder, if you have already voted or sent in a proxy, your vote has already been recorded, and there is no need to do anything else unless you wish to change your vote. The polls are now closed, and we will take a short break to allow the scrutineers to tabulate the results. I have received the preliminary results of each ballot from the scrutineer, and I declare all resolutions carried. As noted earlier, the news release will be issued announcing the final voting results and will be posted to SEDAR+ later today. This now concludes the formal items of business to be dealt with at this meeting. As there is no further business, I declare the meeting terminated. I will now turn the meeting over to Paul, our President and CEO, for his brief remarks.

Thank you, Kevin, and thank you to all our shareholders for participating in Enerflex's Annual and Special meeting. We will be releasing our 2026 first quarter results before the markets open tomorrow and hosting our quarterly earnings call tomorrow morning at 8:00 a.m. Calgary time. I encourage you all to tune in for an update on our financial results and how we are progressing our strategic priorities for the year. Details on how to participate are on our website. Thank you, and have a great day.

Thank you for attending today's meeting.