Notice of the 2023 Annual Meeting of Stockholders To Our Stockholders: This Proxy Statement is being furnished to you in connection with the solicitation by the board of directors (the “Board”) of Hyzon Motors Inc., a Delaware corporation (“we,” “us,” “our,” “Hyzon” or the “Company”), of proxies in the accompanying form to be used at the Annual Meeting of Stockholders of the Company. Our Annual Meeting of Stockholders of the Company will be held virtually at 9 AM Eastern Time, on Wednesday, August 23, 2023, and any adjournments or postponements thereof (the “Annual Meeting”). The Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed to stockholders on or about July 14, 2023. Questions and Answers About the Proxy Materials and the Annual Meeting Why am I receiving these materials? Our Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. This year’s Annual Meeting will be held virtually. You are invited to attend the Annual Meeting via live audio webcast to vote electronically on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy by Internet or telephone. In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have opted to furnish proxy materials, including this Proxy Statement and our Annual Report on Form 10-K, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Accordingly, we are sending the Notice to our stockholders of record and beneficial owners at the close of business on July 6, 2023, which is the record date for the Annual Meeting (the “Record Date”). Stockholders are encouraged to vote and submit proxies in advance of the Annual Meeting by Internet or telephone as early as possible to avoid processing delays and ensure their votes are counted. What items of business will be addressed at the Annual Meeting? Two proposals will be voted on at the Annual Meeting: • The election of three directors to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified; and • The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023. Additionally, the Annual Meeting will consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. Stockholders of record at the close of business on July 6, 2023 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. Your vote is very important, and it is important that your shares be represented at this meeting. Whether or not you expect to attend the virtual Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail. Please review the instructions on pages 2 and 3 of the attached Proxy Statement regarding your voting options. By Order of the Board of Directors, /s/ John Zavoli John Zavoli Secretary, General Counsel and Chief Legal Officer
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