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Ballard Power Systems Inc. Annual Information Form March 10, 2009 Table of Contents

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Ballard Power Systems Inc. Annual Information Form March 10, 2009 Table of Contents BALLARD POWER SYSTEMS INC. ANNUAL INFORMATION FORM MARCH 10, 2009 TABLE OF CONTENTS CORPORATE STRUCTURE ............................................................................................. 2 Name, Address and Incorporation........................................................................... 2 Intercorporate Relationships..................................................................................... 2 OUR BUSINESS ................................................................................................................. 3 Recent History ............................................................................................................ 3 Siemens VDO Transaction ................................................................................. 4 AFCC Transaction............................................................................................... 4 Superior Plus Transaction.................................................................................. 5 Strategy ....................................................................................................................... 6 Revenues from Market Segments ............................................................................. 7 Our Markets and Products ........................................................................................ 8 Product Overview............................................................................................... 8 Fuel Cell Products and Servicing.............................................................................. 9 Motive Power...................................................................................................... 9 Material Handling......................................................................................... 9 Heavy-Duty/Buses..................................................................................... 10 Stationary Power............................................................................................... 11 Back-up Power ............................................................................................ 11 Residential Cogeneration ........................................................................... 12 Material Products..................................................................................................... 13 Contract Technical Services and Manufacturing Services.................................... 14 Impact of Regulations and Public Policy ............................................................... 14 United States ..................................................................................................... 14 Japan .................................................................................................................. 15 Research and Product Development ...................................................................... 15 Intellectual Property ................................................................................................ 15 Manufacturing.......................................................................................................... 16 Facilities .................................................................................................................... 17 Human Resources .................................................................................................... 18 Competition .............................................................................................................. 18 Fuel Cell Products and Servicing .................................................................... 18 Motive Power .............................................................................................. 18 Stationary Power......................................................................................... 20 Material Products.............................................................................................. 21 Friction Products......................................................................................... 21 Fuel Cell Products....................................................................................... 21 SHARE CAPITAL AND MARKET FOR SECURITIES................................................. 21 DIVIDEND RECORD AND POLICY............................................................................. 23 DIRECTORS AND OFFICERS........................................................................................ 23 - i - Board of Directors .................................................................................................... 23 Corporate Governance............................................................................................. 26 Board Composition........................................................................................... 27 Share Ownership Guidelines........................................................................... 28 Roles and Responsibilities................................................................................ 28 Board Orientation and Education ................................................................... 29 Shareholder Feedback and Communication .................................................. 30 Board and Director Performance Evaluations................................................ 30 Compliance in Canada and the United States................................................ 30 Board Committees.................................................................................................... 31 Audit Committee .............................................................................................. 31 Management Development, Nominating & Compensation Committee ..... 33 Corporate Governance Committee ................................................................. 34 Executive Officers..................................................................................................... 35 Shareholdings of Directors and Senior Officers .................................................... 36 TRANSFER AGENT AND REGISTRAR ....................................................................... 36 MATERIAL CONTRACTS.............................................................................................. 36 Detailed Description of the AFCC Transaction and Associated Material Contracts ................................................................................................................... 36 Transfer of Automotive Fuel Cell Research and Development Assets ........ 37 Employee Transfers.......................................................................................... 38 Termination of Automotive Alliance .............................................................. 38 Amendment of Articles.................................................................................... 38 Arrangements with respect to AFCC.............................................................. 39 Treatment of Intellectual Property .................................................................. 40 Service Arrangements with AFCC.................................................................. 41 Detailed Description of the Superior Plus Transaction and Associated Material Contracts ................................................................................................................... 42 Stock Exchange Listings................................................................................... 43 Security Certificates.......................................................................................... 43 Indemnification Arrangements ....................................................................... 43 RISK FACTORS................................................................................................................ 45 ADDITIONAL INFORMATION.................................................................................... 52 APPENDIX "A" Board of Directors Mandate................................................................ 54 APPENDIX "B" Director Terms of Reference ................................................................ 58 APPENDIX "C" Audit Committee Mandate.................................................................. 60 APPENDIX "D" Management Development, Nominating & Compensation Committee Mandate ........................................................................................................ 77 APPENDIX "E" Corporate Governance Committee Mandate ..................................... 83 - ii - - iii - This Annual Information Form and the documents incorporated by reference herein contain forward-looking statements that are based on the beliefs of management and reflect our current expectations as contemplated under the safe harbor provisions of Section 21E of the United States Securities Exchange Act of 1934, as amended. When used in this Annual Information Form, the words "estimate", "project", "believe", "anticipate", "intend", "expect", "plan", "predict", "may", "should", "will", the negatives of these words or other variations thereof and comparable terminology are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in those forward-looking statements, including, without limitation the following risks and uncertainties which are discussed
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