Notice of annual meeting of shareholders to be held on June 6, 2024

and

Management information circular dated April 8, 2024

STEP 2024 Management information circular

LETTER TO SHAREHOLDERS

1

NOTICE OF 2024 ANNUAL MEETING

2

ABOUT THE MEETING

3

Delivery of meeting materials

3

Notice and access

3

Quorum

4

VOTING

4

Registered shareholder voting

4

Voting in person at the Meeting

4

Voting online during the Meeting

4

Voting by proxy

4

Voting by mail, fax, or email

5

Voting by Internet

5

Non-registered (beneficial) shareholder voting

5

Voting in person at the Meeting

5

Voting online during the Meeting

5

Voting by proxy

5

Voting by mail, fax, or email

6

Voting by Internet

6

How votes are counted

6

BUSINESS OF THE MEETING

7

1.

Financial statements

7

2.

Fixing the number of directors

7

3.

Directors

7

4.

Auditors

7

5. Other matters

8

The Nominated Directors

8

GOVERNANCE

15

Overview of our corporate governance

15

About our Board

15

Size and composition

15

Board and executive team diversity

15

Board independence

16

About our governance philosophy and practices

16

Ethical business conduct

16

Insider trading

17

Auditor independence

17

Majority voting policy

17

Share ownership guidelines

18

Role of the Board

18

Positions and descriptions

18

Strategic planning

18

Risk oversight

18

Board committees and responsibilities

19

Board committee structure

19

Audit Committee

19

HSE Committee

20

C&CG Committee

20

Orientation and continuing education

20

Board assessments

21

Board term limits and tenure

21

Board composition, renewal and director candidates

21

Executive talent management and succession planning

21

Access to management

22

STEP 2024 Management information circular

COMPENSATION

22

Overview of our compensation governance

22

Director compensation discussion and analysis

22

Benchmarking

22

Components of director compensation

23

Share-based awards

23

Director share ownership guidelines

24

Director compensation - 2023 details

25

Director compensation tables

25

Outstanding share-based awards and option-based awards

25

Executive compensation discussion and analysis

26

Executive summary

26

Approach to executive compensation

27

Executive share ownership guidelines

29

Compensation risk management

29

Components and pay mix

30

Total shareholder return

42

Executive compensation - 2023 details

43

Overview

43

Named executive biographies

45

Incentive plan awards

48

Termination and change of control benefits

50

OTHER INFORMATION

54

Controlling shareholder

54

Interest of informed persons in material transactions

54

Interest of certain persons or companies in matters to be acted upon

54

Management contracts

54

STEP's equity compensation plans

54

Securities authorized for issuance under equity compensation plans

54

Dilution impact

55

Cease trade orders, bankruptcies, sanctions and penalties

55

Loans to directors and executives

56

Non-IFRS measures

56

Additional information & transfer agent

57

Board of directors

57

Corporate head office

57

Shareholder proposals

57

Currency of information & directors' approval

57

SCHEDULE

58

SCHEDULE A - STEP ENERGY SERVICES LTD. BOARD OF DIRECTORS - MANDATE

58

In this document:

  • you, your and shareholder mean a holder of common shares of STEP Energy Services Ltd.
  • we, us, our, Company and STEP mean STEP Energy Services Ltd.
  • unless stated otherwise, STEP shares, shares and common shares mean common shares of STEP Energy Services Ltd., which are traded on the Toronto Stock Exchange ("TSX") under the symbol "STEP"
  • unless stated otherwise, all dollar amounts are in Canadian dollars, and
  • unless stated otherwise, information in this document is as of April 8, 2024.

STEP 2024 Management information circular

LETTER TO SHAREHOLDERS

April 8, 2024

Dear Shareholder:

We are pleased to invite you to attend the annual meeting of common shareholders of STEP Energy Services Ltd. ("STEP" or the "Company") at 3 p.m. mountain daylight time on June 6, 2024 (the "Meeting"), either in person or online. You can attend the Meeting in person at the Northcote Conference Room, Bow Valley Square II, +30 Level, 205 - 5th Avenue SW, Calgary, Alberta. You may also attend online as in previous years.

As shareholder engagement is important to STEP, all shareholders will have the opportunity to ask questions at the Meeting. Shareholders may ask questions verbally through the virtual meeting platform or in person, or by submitting them in writing in advance of the Meeting along with the control number from their form of proxy or voting instruction form to investor_relations@step-es.com by 3 p.m. mountain daylight time on June 4, 2024. Registered shareholders and duly appointed proxyholders will also be able to vote online and in person and ask questions during the Meeting. If Management is unable to respond to a question at the Meeting, STEP will make available answers to questions after the Meeting through STEP's website at www.stepenergyservices.com.

Shareholders are strongly encouraged to submit their proxies well in advance of the deadline indicated on their proxy or voting instruction form. Your attendance at the Meeting, either in person or online, provides a chance to learn more about our performance in 2023 and our business strategy for the future. The attached management information circular ("Circular") contains important information about the Meeting and how to vote. Please read the document and then vote. If you are unable to attend the Meeting, we encourage you to vote by proxy. More information about STEP is available in the annual disclosure documents on our website (www.stepenergyservices.com) and SEDAR+ (www.sedarplus.ca).

This year we were pleased to welcome Ms. Rachel Moore and Mr. Ed LaFehr as independent directors of the board of directors of STEP (the "Board"), effective October 1, 2023 and November 1, 2023, respectively. We would also like to thank Ms. Donna Garbutt and Mr. Jason Skehar, who retired from our Board in 2023, for their tremendous contributions, unwavering commitment, and prudent guidance to our organization during their years of service. This year our Board continues to focus on managing through economic uncertainty, optimizing profitability, and continuing to strengthen the Company's balance sheet. I would also like to acknowledge STEP's outstanding professionals who remain committed to the highest standards of safety and operational execution.

Thank you for investing in STEP. We look forward to seeing you at the Meeting on June 6, 2024.

Sincerely,

SIGNED "Douglas C. Freel"

SIGNED "Stephen Glanville"

Douglas C. Freel

Stephen Glanville

CHAIR OF THE BOARD

DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER

STEP 2024 Management information circular

1

NOTICE OF 2024 ANNUAL MEETING

You are invited to our 2024 annual meeting of common shareholders (the "Meeting"):

Meeting Date:

Thursday, June 6, 2024 at

3:00 p.m. mountain daylight time (MDT).

Record Date:

April 17, 2024

Only shareholders of record as of the close of business on April 17, 2024 (the "Record Date") will receive notice of, and be entitled to participate and vote at, the Meeting.

MEETING DETAILS:

In Person: Northcote Conference Room Bow Valley Square II

+30 Level, 205 - 5th Avenue SW, Calgary, Alberta T2P 2V7

Virtual:Virtual, audio only, live webcast online at https://virtual-meetings.tsxtrust.com/1602

Password: step2024 (case sensitive)

The meeting will begin promptly at 3:00 p.m. (MDT)

Items of Business:

At the Meeting, shareholders will be asked to:

  1. receive our audited consolidated financial statements for the year ended December 31, 2023, together with the auditors' report thereon
  2. fix the number of directors
  3. elect the directors
  4. appoint the auditors and authorize directors to set their compensation, and
  5. consider other business that is properly brought before the Meeting or any meeting that is reconvened if the Meeting is adjourned.

Registered shareholders and duly appointed proxyholders who attend the Meeting, either in person or online, will have the opportunity to participate in the question and answer session and vote their shares at the Meeting, provided they follow the instructions in the accompanying management information circular ("Circular") and, if attending online, remain connected to the Internet at all times during the Meeting. Non- registered (beneficial) shareholders who do not duly appoint themselves as proxyholder in accordance with the instructions in the Circular and provided by their intermediary, will be able to participate as guests at the Meeting. Guests will be able to listen to the proceedings of the Meeting but cannot vote or ask questions. Shareholders that usually vote by proxy ahead of the Meeting will be able to do so in the same manner as previous shareholder meetings. The Circular accompanying this Notice contains important instructions and details on how to participate at the Meeting and vote your shares by proxy or online during the Meeting. The specific details of the matters proposed to be put before the Meeting are also set forth in the Circular.

The notice of meeting and Circular dated April 8, 2024 in respect of the Meeting, and the annual financial statements for the year ended December 31, 2023 along with the related management discussion and analysis (collectively, the "Meeting Materials") have been posted and are available for review on our website (www.stepenergyservices.com) and filed on SEDAR+ (www.sedarplus.ca).

STEP has elected to use the notice and access provisions under National Instrument 54-101,Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102,Continuous Disclosure Obligations to send the Meeting Materials to beneficial shareholders and registered shareholders. The notice and access provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing a reporting issuer to post an information circular in respect of a meeting of its shareholders and related materials online.

Shareholders who wish to receive a paper copy of the Meeting Materials should contact our transfer agent, TSX Trust Company, at 416.361.0930 or toll free at 866.600.5869, or by sending an email to tsxtis@tmx.com. Requests may be made up to one year from the date the Circular was filed on SEDAR+. Requests by shareholders must be made to TSX Trust Company by 3 p.m. mountain daylight time, May 28, 2024 in order to receive a paper copy of the Meeting Materials before the Meeting on June 6, 2024. If you have questions about notice and access, please call our transfer agent, TSX Trust Company, at 416.361.0930 or toll free at 866.600.5869.

Please take some time to read the attached Circular. All shareholders are strongly encouraged to vote prior to the Meeting by any of the means described in the Voting section of the Circular. Shareholders are also encouraged to return their form of proxy or voting instruction form as soon as possible. As an alternative, shareholders may choose to vote by telephone or on the Internet as provided for on the form of proxy or voting instruction form. In order to be valid and acted upon at the Meeting, the form of proxy or voting instruction form must be received no later than 3 p.m. mountain daylight time on June 4, 2024 or no later than 48 hours (excluding weekends and holidays) before the time set for any postponement or adjournment of the Meeting. If a shareholder transfers any shares after the Record Date and the transferee of those shares establishes that the transferee owns the shares and demands, not less than 10 days before the Meeting, that the transferee's name be included in the list of shareholders entitled to vote at the Meeting, such transferee shall be entitled to vote such shares at the Meeting.

By order of the Board of STEP Energy Services Ltd., SIGNED "Stephen Glanville"

Stephen Glanville

DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER April 8, 2024

Calgary, Alberta

STEP 2024 Management information circular

2

ABOUT THE MEETING

The 2024 Meeting will be a hybrid meeting. Shareholders may attend the Meeting in person or online. STEP believes hosting a hybrid meeting will help to promote shareholder engagement and participation by appealing to those shareholders who wish to connect in person, and to those for whom virtual attendance is more convenient. Registered shareholders and duly appointed proxyholders who attend the Meeting either in person or online will have the opportunity to participate in the question and answer session and to vote.

Shareholders can vote in person or online at the Meeting, or by proxy ahead of the Meeting through all of the voting channels that have been available for previous meetings. Non-registered (beneficial) shareholders who do not appoint themselves as their proxyholder will not be able to vote in person or online at the Meeting, but will be able to attend the Meeting and observe proceedings as guests. Guests cannot vote or ask questions but will be able to listen to the proceedings of the Meeting. To vote online during the Meeting, see Registered shareholder voting - Voting online during the Meeting or Non-registered(beneficial) shareholder voting - Voting online during the Meeting, as applicable to you.

Attendees attending online can login to the Meeting by following the instructions below:

  • Login online at: https://virtual-meetings.tsxtrust.com/1602.STEP recommends that you log in at least 15 minutes before the Meeting starts.
  • Click "Login" and then enter your 12-digit Control Number located on the form of proxy, and Password: "step2024" (case sensitive).

OR

  • Click "Guest" and then complete the online form to access the Meeting.

If you attend the Meeting online, it is important to remain connected to the Internet at all times in order to vote when balloting commences. It is your responsibility to ensure Internet connectivity is maintained for the duration of the Meeting.

DELIVERY OF MEETING MATERIALS

As of April 8, 2024, there were 71,701,987 STEP common shares ("shares") outstanding. If you are a shareholder of record of STEP as at the April 17, 2024 Record Date, you are entitled to receive notice of, attend and vote your shares online at the Meeting. If a shareholder transfers any shares after the Record Date and the transferee of those shares establishes that the transferee owns the shares and demands, not less than 10 days before the Meeting, that the transferee's name be included in the list of shareholders entitled to vote at the Meeting, such transferee shall be entitled to vote such shares at the Meeting.

The items of business for the Meeting are discussed in the Business of the meeting section.

This solicitation is made on behalf of management of STEP. The costs incurred in the preparation and mailing of the proxy-related materials for the Meeting will be borne by STEP. We are sending the securityholder materials directly to registered shareholders and non-objecting beneficial shareholders, and we will also provide the materials to brokers, custodians, nominees and other fiduciaries to forward them to objecting beneficial shareholders. The solicitation of proxies will primarily be by mail, but proxies may also be solicited personally or by telephone, facsimile, or other electronic means by directors, officers, employees or agents of STEP, who will not be specifically remunerated therefor.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non- registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Notice and access

We are using the notice and access provisions under National Instrument 54-101,Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102,Continuous Disclosure Obligations to deliver the Meeting materials, including this Circular and the annual financial statements for the year ended December 31, 2023 along with the related Meeting Materials, to our registered and beneficial shareholders. This means that STEP will post the Meeting Materials online for our shareholders to access electronically. You will receive a package in the mail with a notice ("Notice") explaining how to access and review the Meeting Materials electronically and how to request a paper copy free of charge. The package you receive will also contain a form of proxy or voting instruction form so you can vote your shares.

STEP 2024 Management information circular

3

Since notice and access reduces printing, paper and postage, it is an environmentally friendly and cost-effective way to distribute the Meeting Materials to shareholders. The Meeting Materials are available on SEDAR+ (www.sedarplus.ca) and on our website (www.stepenergyservices.com).

Shareholders can request a paper copy of the Meeting Materials, at no charge, for up to one year from the date this Circular was filed on SEDAR+. Requests by shareholders must be made to TSX Trust Company in accordance with the Notice by 3 p.m. mountain daylight time, May 28, 2024 in order to receive a paper copy of the Meeting Materials before the Meeting on June 6, 2024. You will not receive a new form of proxy or voting instruction form if you request a paper copy of the Meeting Materials, so it is important that you keep the original form sent to you in order to vote.

If you have questions about notice and access, please call our transfer agent, TSX Trust Company, at 416.361.0930 or toll free at 866.600.5869.

Quorum

The quorum for the transaction of business is two people holding, or representing by proxy, not less than 15% of shares entitled to vote at the Meeting.

VOTING

Each share carries the right to one vote on any item of business that properly comes before the Meeting and any meeting that is reconvened if the Meeting is postponed or adjourned. Subject to our majority voting policy for director election (see the Governance

  • About our governance philosophy and practices - Majority voting policy section), we require a simple majority of votes at the Meeting (50% plus one) for all items to be approved by shareholders.

REGISTERED SHAREHOLDER VOTING

You are a registered shareholder if your shares are registered in your name. Voting options for registered shareholders are outlined below.

Voting in person at the Meeting

If you plan to attend the Meeting in person and want to vote your shares in person, do not complete or return the enclosed form of proxy. Your vote will be taken and counted at the Meeting. Please register with TSX Trust Company upon arriving at the Meeting.

Voting online during the Meeting

If you plan to attend the Meeting and want to vote your shares online at the Meeting, do not complete or return the enclosed form of proxy. Your vote will be taken and counted at the Meeting by completing a ballot online during the Meeting. Please ensure you login to the Meeting using the following instructions:

  • Login online at: https://virtual-meetings.tsxtrust.com/1602.STEP recommends that you log in at least 15 minutes before the Meeting starts.
  • Click ''Login'' and then enter your 12-digit Control Number located on the form of proxy, and Password: ''step2024'' (case sensitive).

Voting by proxy

Whether or not you attend the Meeting, you can appoint someone else to attend and vote as your proxyholder. To vote by proxy, use the form of proxy provided with the Notice. The people named in the form of proxy are directors or officers of STEP. You have the right to appoint a person other than the persons designated in the form of proxy enclosed with the Notice mailed to you (who does not need to be a shareholder of STEP) to represent you at the Meeting, either in person or online. To appoint another person, insert that person's name in the blank space provided on the form of proxy, sign it, and deliver the completed form to STEP's transfer agent and registrar, TSX Trust Company. In order to participate in the Meeting online, proxyholders MUST obtain a control number by emailing TSX Trust Company at tsxtis@tmx.com, the "Request a Control Number" form, which can be found here: https://tsxtrust.com/resource/en/75. Requests for control numbers must be made at least 48 hours before the time of the Meeting. If a proxyholder does not obtain a control number, they will not be able to login and vote online during the Meeting.

If you specify how you want to vote on your form of proxy, your proxyholder must vote in accordance with such instructions. All shares represented at the Meeting by properly executed forms of proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for. In the absence of any instruction, the STEP appointees whose names appear on the form of proxy will vote your shares in favour of each of the matters to be acted on. If you appoint another proxyholder and do not indicate how you want to vote, that proxyholder will decide how to vote your shares.

You may revoke your proxy at any time before it is acted on. To revoke your proxy, (i) deliver a written statement revoking your proxy to TSX Trust Company on or before June 4, 2024 (or the last business day before the Meeting if it is postponed or adjourned), (ii) deliver

STEP 2024 Management information circular

4

a written statement revoking your proxy to the chair of the Meeting, c/o Vice President, Legal and General Counsel, STEP Energy Services Ltd., Bow Valley Square II, 1200, 205-5th Ave SW, Calgary, Alberta, T2P 2V7 on or before 3 p.m. mountain daylight time on June 6, 2024 (or the day of the Meeting if it is postponed or adjourned), or (iii) by voting either in person or online during the Meeting.

Voting by mail, fax, or email

Fax your completed form of proxy to 416.595.9593, or scan and email to tsxtis@tmx.com. Mail your completed form of proxy to TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario, Canada, M5H 4H1.

Voting by Internet

You may vote through the Internet at www.voteproxyonline.com. Please follow the instructions carefully and ensure you have your proxy in hand as you will be required to enter the 12-digit control number located on your proxy no later than 3 p.m. mountain daylight time on June 4, 2024, or no later than 48 hours (excluding weekends and holidays) before the time set for any postponement or adjournment of the Meeting.

NON-REGISTERED (BENEFICIAL) SHAREHOLDER VOTING

You are a non-registered shareholder if your bank, trust company, securities broker, trustee, or other financial institution (your nominee) holds your shares in their name or the name of another intermediary. Shares registered in the names of intermediaries can only be voted by those intermediaries at the direction of the beneficial shareholders who beneficially own the shares. Without specific instructions, intermediaries are prohibited from voting shares for an intermediary's clients. Therefore, beneficial shareholders should ensure that instructions respecting the voting of their shares are communicated to the appropriate person well in advance of the Meeting.

There are two kinds of beneficial shareholders: (i) objecting beneficial shareholders ("OBOs") - those who object to their name being made known to the issuers of shares which they own; and (ii) non-objecting beneficial shareholders ("NOBOs") - those who do not object to their name being made known to the issuers of the shares which they own.

Securities regulation requires brokers or agents to seek voting instructions from OBOs in advance of the Meeting. OBOs should be aware that brokers or agents can only vote shares if instructed to do so by the OBO. Your broker or agent will have provided you with a voting instruction form or form of proxy for the purpose of obtaining your voting instructions. Every broker has its own mailing procedures and provides instructions. You must follow those instructions carefully to ensure your shares are voted online at the Meeting.

If you are an OBO receiving a voting instruction form or form of proxy from a broker or agent, you cannot use that form to vote online at the Meeting. To vote your shares at the Meeting, the voting instruction form or form of proxy must be returned as instructed by the broker well in advance of the meeting. If you wish to attend and vote your shares online at the Meeting or if you wish to revoke your voting instructions before they are acted on, follow the instructions for doing so provided by your broker or agent.

NOBOs will receive a voting instruction form from our registrar and transfer agent, TSX Trust Company. This is to be completed and returned to TSX Trust Company as directed on the voting instruction form provided with the Notice. In addition, TSX Trust Company provides Internet voting as described on the voting instruction form provided with the Notice.

Voting in person at the Meeting

If you plan on attending the Meeting and want to vote your shares in person, insert your own name in the space on the voting instruction form or form of proxy provided with the Notice, sign it and deliver the completed form in accordance with the instructions on such form. Your vote will be taken and counted at the Meeting, so do not indicate your votes on the form. Please register with TSX Trust Company upon arriving at the Meeting to ensure your vote will be counted.

Voting online during the Meeting

If you plan to attend the Meeting and want to vote your shares online at the Meeting, insert your own name in the space on the voting instruction form or form of proxy provided with the Notice, sign it, and deliver the completed form in accordance with the instructions on such form. Your vote will be taken and counted at the Meeting, so do not indicate your votes on the form. In order to participate in the Meeting online, proxyholders (including beneficial shareholders appointing themselves as proxyholder) MUST obtain a control number by emailing TSX Trust Company at tsxtrustproxyvoting@tmx.com, the "Request a Control Number" form, which can be found here: https://tsxtrust.com/resource/en/75. Requests for control numbers must be made at least 48 hours before the time of the Meeting. If a proxyholder (including beneficial shareholders appointing themselves as proxyholder) does not obtain a control number, they will not be able to login and vote online during the Meeting.

Voting by proxy

Whether or not you attend the Meeting, you can appoint someone else to attend and vote as your proxyholder. To vote by proxy, use the voting instruction form or form of proxy provided with the Notice. The people named in the voting instruction form or form of

STEP 2024 Management information circular

5

proxy are directors or officers of STEP. You have the right to appoint a person other than the persons designated in the enclosed voting instruction form or form of proxy (who need not be a shareholder of STEP) to represent you, either in person or online, at the Meeting.

In order to appoint another person, insert that person's name in the blank space provided on the enclosed voting instruction form or form of proxy, sign it, and deliver the completed voting instruction form or form of proxy in accordance with the instructions on such form. In order to participate in the Meeting online, proxyholders MUST obtain a control number by emailing TSX Trust Company at tsxtrustproxyvoting@tmx.com, the "Request a Control Number" form, which can be found here: https://tsxtrust.com/resource/en/75. Requests for control numbers must be made at least 48 hours before the time of the Meeting. If a proxyholder does not obtain a control number, they will not be able to login and vote online during the Meeting. Your votes will only be counted if the person you appointed attends the Meeting and votes on your behalf.

If you have voted on the voting instruction form or form of proxy, you may (but are not obliged to) revoke any and all previously submitted proxies by completing an online ballot during the Meeting, so long as you have obtained a control number by emailing TSX Trust Company at tsxtrustproxyvoting@tmx.com, the "Request a Control Number" form, which can be found here: https://tsxtrust.com/resource/en/75. Requests for control numbers must be made at least 48 hours before the time of the Meeting. You may also revoke your voting instructions before they are acted on by following the procedures provided in the voting instruction form or form of proxy.

If you specify how you want to vote on your voting information form or form of proxy, your proxyholder must vote in accordance with such instructions. All shares represented at the Meeting by properly executed voting instruction forms will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for. In the absence of any instruction, the STEP appointees whose names appear on the voting instruction form or form of proxy will vote your shares in favour of each of the matters to be acted on. If you appoint another proxyholder and do not indicate how you want to vote, that proxyholder will decide how to vote your shares.

Voting by mail, fax, or email

If you are a NOBO and received the TSX Trust Company voting information form, fax your completed voting instruction form to 416.595.9593, or scan and email to TMXEInvestorServices@tmx.com. Mail your completed voting instruction form to TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario, Canada, M5H 4H1.

Voting by Internet

If you are a NOBO and received the TSX Trust Company voting information form, see the voting instruction form provided with the Notice for instruction.

HOW VOTES ARE COUNTED

Our transfer agent, TSX Trust Company counts and tabulates the votes on our behalf to ensure the votes are kept confidential. They show us the ballot or proxy form if:

  • it is required by law
  • there is a proxy contest, or
  • there are written comments on the proxy form.

STEP 2024 Management information circular

6

BUSINESS OF THE MEETING

The Meeting will cover the following items of business:

1. FINANCIAL STATEMENTS

Our 2023 annual audited consolidated financial statements and the auditors' report are available on SEDAR+ (www.sedarplus.ca) and on our website (www.stepenergyservices.com). The Notice you receive will explain how to access these documents electronically, and how to request a paper copy. No formal action will be taken at the Meeting to approve the annual consolidated financial statements, which have already been approved by the board of directors of STEP (the "Board").

2. FIXING THE NUMBER OF DIRECTORS

You will vote on fixing the number of directors to be elected at the Meeting at seven. STEP's articles allow for a maximum of eleven directors. There are presently seven directors and it is proposed that seven directors be elected to the Board at the Meeting.

The Board recommends you vote for fixing the number of directors to be elected at the meeting at seven.

RESOLVE to fix the number of directors to be elected at the Meeting at seven.

3. DIRECTORS

You will vote on electing seven directors to the Board. The director profiles can be found in The nominated directors section and give important information about each nominated director, including his or her background, experience and memberships on other public company boards he or she serves on. All of the nominated directors currently serve on our Board. The director profiles below include each nominee's 2023 meeting attendance, and the value of STEP shares or deferred share units ("DSUs") they currently hold. See the Governance - About our governance philosophy and practices - Majority voting policy section to learn more about our majority voting policy.

All nominees have consented to stand for election or re-election, as applicable, and serve as directors if elected. Each elected director will hold office until the close of the next annual meeting of shareholders or until his or her successor is duly elected or appointed. The director nominees are:

  1. Evelyn M. Angelle
  2. Douglas C. Freel
  3. Jeremy Gackle
  4. Stephen Glanville
  5. James Harbilas
  6. Edward LaFehr
  7. Rachel Moore

The Board recommends you vote for each of the nominated directors:

RESOLVE to elect each of the directors listed in STEP's Circular dated April 8, 2024 to hold office until the next annual meeting of shareholders or until their successors are earlier elected or appointed.

4. AUDITORS

You will vote on appointing the auditors of STEP and authorizing the directors to set the auditors' compensation. The auditors will hold office until the close of our next annual meeting of shareholders. The Board recommends that KPMG LLP ("KPMG") be appointed as auditors.

KPMG has been our external auditors since 2011, and KPMG has confirmed they are independent with respect to STEP within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations. For details concerning fees paid to KPMG by STEP, see the External audit service fees section in our annual information form ("AIF") for the year ended December 31, 2023, which is available on our website (www.stepenergyservices.com) and on SEDAR+ (www.sedarplus.ca).

The Board recommends you vote for appointing KPMG as our auditors to hold office until the close of our next annual meeting of shareholders:

RESOLVE to appoint KPMG as auditors of STEP until the close of the next annual meeting of shareholders and authorize the directors to fix their remuneration.

STEP 2024 Management information circular

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Attachments

Disclaimer

STEP Energy Services Ltd. published this content on 06 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 May 2024 23:54:10 UTC.