June 1, 2011
VIA SEDAR
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Securities Commission
Manitoba Securities Commission
Ontario Securities Commission
Autorité des marches financiers
Office of the Administrator of Securities, New Brunswick
Nova Scotia Securities Commission
Registrar of Securities, Prince Edward Island
Securities Commission of Newfoundland and Labrador
Registrar of Securities, Department of Justice, Yukon
Registrar of Securities, Government of Nunavut, Department of Justice
The Toronto Stock Exchange
| Dear Sirs: |
| |
| Re: Ballard Power Systems Inc. - Report of Voting Results |
In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure, the matters voted upon and the outcome of the votes at the Annual General Meeting of Shareholders of Ballard Power Systems Inc. (the "Corporation") held on May 31, 2011 in Vancouver, British Columbia are as follows:
| 1. | Election of Directors |
| | |
| | According to proxies received and a vote by ballot, the following individuals were elected as directors of the Corporation until the next annual meeting, with the following results: |
| | Nominee | Votes For | | % | | Votes Withheld | | % |
| | Ian A. Bourne | 12,056,750 | | 85.89 | | 1,460,251 | | 14.11 |
| | Edwin J. Kilroy | 11,966,886 | | 85.25 | | 2,071,299 | | 14.75 |
| | Dr. Chong Sup (C.S.) Park | 12,044,122 | | 85.80 | | 1,944,063 | | 14.20 |
| | John W. Sheridan | 12,057,216 | | 85.89 | | 1,980,969 | | 14.11 |
| | David J. Smith | 11,942,029 | | 85.07 | | 2,096,156 | | 14.93 |
| | David B Sutcliffe | 11,965,258 | | 85.23 | | 2,072,927 | | 14.77 |
| | Mark Suwyn | 11,946,838 | | 85.10 | | 2,091,761 | | 14.90 |
| | Douglas W.G. Whitehead | 11,977,424 | | 85.32 | | 2,060,761 | | 14.68 |
| 2. | Appointment of Auditors |
| | |
| | According to proxies received and a vote by show of hands, KPMG LLP were re-appointed as auditors of the Corporation for the ensuing year, with the following results: |
| | | | Votes For | | % | | Votes Withheld | | % |
| | Appointment of Auditor | | 32,846,481 | | 98.06 | | 649,955 | | 1.94 |
| 3. | Advisory Vote on Approach to Executive Compensation |
| | |
| | According to proxies received and a vote by show of hands, shareholders accepted the approach to executive compensation disclosed in the Corporation’s management information circular, with the following results: |
| | | Votes For | | % | | Votes Against | | % |
| | Advisory Vote on | 11,845,960 | | 84.38 | | 2,192,225 | | 15.62 |
| | Approach to Executive | | | | | | | |
| | Compensation | | | | | | | |
| BALLARD POWER SYSTEMS INC. |
| |
| By: | "Kerry Hillier" |
| | Name: Kerry Hillier |
| | Title: Corporate Secretary |
2
