ANNUAL INFORMATION FORM – XEBEC ADSORPTION INC. – For ...

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Press Releases 4. The Committee shall review with management, prior to public dissemination, the annual and interim earnings press releases (paying particular attention to the use of any “pro forma” or “adjusted non-GAAP” information) as well as financial information and earnings guidance provided to analysts and rating agencies. Reports and Regulatory Returns 5. The Committee shall review and discuss with management, and the external auditors to the extent the Committee deems appropriate, such reports and regulatory returns of the Corporation as may be specified by law. Other Financial Information 6. The Committee shall review the financial information included in any prospectus, annual information form or information circular with management and the external auditors, together and separately, prior to public dissemination, and shall make a recommendation to the Board of Directors with respect to the approval of such prospectus, annual information form or information circular with such changes contemplated and further recommended as the Committee considers necessary. EBITDA Targets and Earn-Out Shares 7. The Committee shall implement a process to oversee the achievement of certain adjusted EBITDA performance targets pursuant to the terms and conditions of the escrow agreement executed between some shareholders of the Corporation and QuestAir Technologies Inc. on March 17, 2009 (the “Escrow Agreement”) and shall take with external auditors all necessary measures to manage and assess such process. The Escrow Agreement is attached hereto as Schedule IV-7. Financial Reporting Processes Establishment and Assessment of Procedures 8. The Committee shall satisfy itself that adequate procedures are in place for the review of the public disclosure of financial information extracted or derived from the financial statements of the Corporation and assess the adequacy of these procedures annually. Application of GAAP 9. The Committee shall assure itself that the external auditors are satisfied that the accounting estimates and judgements made by management, and management’s selection of accounting principles reflect an appropriate application of generally accepted accounting principles. - 52 -
Practices and Policies 10. The Committee shall review with management and the external auditors, together and separately, the principal accounting practices and policies of the Corporation. External Auditors Oversight and Responsibility 11. The Committee is directly responsible for overseeing the work of the external auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditors regarding financial reporting. Reporting 12. The external auditors shall report directly to the Committee and are ultimately accountable to the Committee. Performance and Review 13. The Committee shall annually review the performance of the external auditors and recommend to the Board of Directors the appointment of the external auditors or approve any discharge of the external auditors when circumstances warrant, for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation. Annual Audit Plan 14. The Committee shall review with the external auditors and management, together and separately, the overall scope of the annual audit plan and the resources the external auditors will devote to the audit. The Committee shall annually review and approve the fees to be paid to the external auditors with respect to the annual audit. Non-Audit Services 15. “Non-audit services” means all services performed by the external auditors other than audit services. All “non-audit” services to be provided to the Corporation by the external auditors must either be approved explicitly in advance by the Committee, or pursuant to certain pre-approval policies and procedures established by the Committee that are detailed as to the particular services that may be pre-approved, do not permit the delegation of approval authority to the Corporation’s management, and require management to inform the Committee of each service approved and performed under the policies and procedures. 16. The Committee may delegate to one or more members of the Committee the authority to grant such pre-approvals. The decisions of such member(s) regarding approval of “non - 53 -
Page 1 and 2: XEBEC ADSORPTION INC. ANNUAL INFORM
Page 3 and 4: 1. FORWARD LOOKING STATEMENTS This
Page 5 and 6: Overview of Xebec’s Business Xebe
Page 7 and 8: History Overview of Xebec’s Busin
Page 9 and 10: previously announced on October 25,
Page 11 and 12: esponsibility for the further succe
Page 13 and 14: Xebec’s patented Pressure swing a
Page 15 and 16: in large scale PSA systems, with th
Page 17 and 18: continuously to provide constant pr
Page 19 and 20: gas is typically used as the primar
Page 21 and 22: Government incentives and regulatio
Page 23 and 24: Xebec Singapore sells Xebec’s pro
Page 25 and 26: Other Business Considerations Key R
Page 27 and 28: Employees Xebec’s human resources
Page 29 and 30: These consolidated financial statem
Page 31 and 32: services to meet changing customer
Page 33 and 34: Xebec is dependent upon third party
Page 35 and 36: • unexpected changes in regulator
Page 37 and 38: issued, are and will be issued as f
Page 39 and 40: 11. DIRECTORS AND OFFICERS Director
Page 41 and 42: John Shakeshaft, Director Mr. Shake
Page 43 and 44: for a Tier 1 automotive supplier. D
Page 45 and 46: - 45 - 2010 $ 2009 $ Marketing and
Page 47 and 48: publicly-traded on the NASDAQ and T
Page 49 and 50: SCHEDULE A: AUDIT COMMITTEE CHARTER
Page 51: Document Reports/Reviews Annual Fin
Page 55 and 56: (a) the receipt, retention and trea
Page 57: SCHEDULE IV-7 ESCROW AGREEMENT The

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