Novanta : 2023 Proxy Statement

Novanta Inc.

125 Middlesex Turnpike

Bedford, Massachusetts 01730

[phone]

April 7, 2023

Dear Shareholder:

It is my pleasure to invite you to the annual meeting of shareholders of Novanta Inc. to be held virtually at 3:00 p.m. Eastern Time on Wednesday, May 10, 2023. Shareholders may attend the annual meeting online by visiting www.virtualshareholdermeeting.com/NOVT2023. You will be able to vote and ask questions online as you would if you were to attend the meeting in person.

The purposes of the meeting are to: (i) elect the Board of Directors; (ii) approve, on an advisory basis, the Company's executive compensation; and (iii) appoint PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm.

Information regarding the above matters is contained in the formal notice of meeting and management proxy circular on the following pages. The Novanta Inc. Annual Report for the fiscal year ended December 31, 2022 accompanies this management proxy circular. We urge you to read the proxy materials in their entirety and to consider them carefully.

It is important that your shares be represented at the annual meeting, regardless of the size of your holdings. Accordingly, whether or not you expect to attend the meeting, we urge you to vote promptly by returning the enclosed proxy form or by submitting your proxy via telephone or online as soon as possible.

On behalf of the Board of Directors, I thank you for your participation.

Very truly yours,

/s/ Matthijs Glastra

Matthijs Glastra

Chair of the Board of Directors and Chief Executive Officer

Novanta Inc.

125 Middlesex Turnpike

Bedford, Massachusetts 01730

[phone]

Notice of Annual Meeting of Shareholders to be held on Wednesday, May 10, 2023

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the "2023 Annual Meeting") of Novanta Inc., a New Brunswick corporation, which we refer to in this notice and in the attached management proxy circular as the "Company", will be held online at 3:00 p.m. Eastern Time on Wednesday, May 10, 2023, at www.virtualshareholdermeeting.com/NOVT2023. All shareholders and any other persons entitled to attend the 2022 Annual Meeting may attend online at www.virtualshareholdermeeting.com/NOVT2023. You will be able to vote and ask questions online as you would if you were to attend the meeting in person.

The 2023 Annual Meeting will be held for the following purposes:

1. To elect Lonny J. Carpenter, Matthijs Glastra, Barbara B. Hulit, Maxine L. Mauricio, Katherine A. Owen, Thomas N. Secor, Darlene J.S. Solomon, Ph.D., and Frank A. Wilson to our Board of Directors until the next annual meeting of shareholders, until their successor is elected or appointed, or until their earlier death, resignation or removal;
2. To approve, on an advisory basis, the Company's executive compensation;
3. To appoint PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm to serve until the 2024 annual meeting of shareholders; and
4. To transact such other business as may properly come before the meeting or any postponement, continuation or adjournment thereof.

Only shareholders of record as of the close of business on Monday, March 27, 2023 will be entitled to attend and vote at the meeting and at any postponement, continuation or adjournment thereof, provided that a subsequent transferee of shares may vote at the meeting if the transferee establishes ownership of the shares and requests not later than ten (10) days before the meeting to be added to the list of shareholders entitled to vote at the meeting.

All shareholders are requested to complete, sign, date and return the form of proxy in the enclosed envelope to Broadridge Financial Solutions Inc., Data Processing Centre, P.O. Box 3700, STN Industrial Park, Markham, ON L3R 9Z9, Canada before 3:00 p.m. Eastern Time on Monday, May 8, 2023, or, if the meeting is postponed, continued or adjourned, prior to 3:00 p.m. Eastern Time on the last business day prior to the date fixed for the postponed, continued or adjourned meeting. If you are a shareholder of record, you may also vote by telephone or on the Internet by following the instructions on the enclosed proxy form, no later than 3:00 p.m. Eastern Time on Monday, May 8, 2023, or, if the meeting is postponed, continued or adjourned, prior to 3:00 p.m. Eastern Time on the last business day prior to the date fixed for the postponed, continued or adjourned meeting. Shareholders who vote by telephone or the Internet should not return a proxy form.

A copy of the management proxy circular and a proxy form accompany this notice. This notice, the management proxy circular, the proxy form and the Company's 2022 Annual Report will be forwarded on or about Monday, April 17, 2023 to the holders of the Company's common shares as of the close of business on Monday, March 27, 2023.

All monetary amounts listed in the proxy circular are in U.S. dollars, unless otherwise indicated.

DATED at Bedford, Massachusetts this 7th day of April, 2023.

By Order of the Board of Directors

/s/ Matthijs Glastra

Matthijs Glastra

Chair of the Board of Directors and Chief Executive Officer