Li-Cycle (LICY) DEF 14ADefinitive proxy

You are entitled to receive notice of, and vote at, the Meeting or any postponement(s) or adjournment(s) of the Meeting if you are a Shareholder of record at the close of business on April 8,

Beneficial (non-registered) Shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary should carefully follow the instructions of their intermediary to ensure that their Shares are voted at the Meeting in accordance with their instructions.

Only registered Shareholders and duly appointed proxyholders (including beneficial (non-registered) Shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Meeting online. Please note that registered Shareholders and duly appointed proxyholders will need the 16-digit control number indicated on the form of proxy or voting instruction form accompanying the Notice of Meeting in order to log on to the Meeting as “Shareholder” or “Proxyholder / Appointee”. Please refer to the Proxy Statement for additional details on how to log on to the Meeting.

This proxy statement (the “Proxy Statement”) and the enclosed form of proxy are furnished in connection with the solicitation of proxies by and on behalf of the management of Li-Cycle Holdings Corp. (the “Company” or “Li-Cycle”), for use at the annual general and special meeting (the “Meeting”) of shareholders of Li-Cycle (the “Shareholders”) to be held at 8:30 a.m. (Eastern Daylight Time) on May 23, 2024 virtually via live audio webcast online, and at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying notice of the Meeting (the “Notice of Meeting”).

No person has been authorized to give any information or make any representation in connection with the matters to be considered at the Meeting other than those contained in this Proxy Statement and, if given or made, any such information or representation must not be relied upon as having been authorized.

Through the audio webcast format, all Shareholders, regardless of geographic location and equity ownership, will have an equal opportunity to participate at the Meeting and engage with directors and management of the Company. Shareholders will not be able to attend the Meeting in person. Shareholders will be able to listen to the Meeting live, submit questions live and vote online. The Notice of Meeting containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (our “Annual Report”) is first being mailed on or about April 12, 2024 to all Shareholders entitled to vote at the Meeting.

For additional details on how to attend and participate in the Meeting, please see the section titled “Questions and Answers About the Proxy Materials and Annual General and Special Meeting” below.

Information contained on, or that can be accessed through, our website does not constitute a part of this Proxy Statement and is not incorporated by reference herein.

In accordance with U.S. Securities and Exchange Commission (“SEC”) rules and Ontario securities laws, we are using the Internet as our primary means of furnishing proxy materials to our Shareholders. Consequently, most Shareholders will not receive paper copies of our proxy materials. We will instead send Shareholders a Notice of Meeting with instructions for accessing the proxy materials, including this Proxy Statement and our Annual Report, and voting via the Internet. The Notice of Meeting also provides information on how Shareholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly and helps in conserving natural resources.

This Proxy Statement includes forward-looking statements. Forward-looking statements include all statements that are not historical facts, including statements regarding our corporate responsibility goals and commitments and our executive compensation program. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks, uncertainties, and other important factors that are discussed in our Annual Report and subsequent quarterly reports and other filings filed with the SEC from time to time. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully.

Shareholders are invited to attend the virtual Meeting and are requested to vote on the items of business described in this Proxy Statement. The Notice of Meeting, which contains instructions on how to access the proxy materials and our Annual Report, is first being sent or given on or about April 12, 2024 to all Shareholder entitled to notice of and to vote at the Meeting. The proxy materials and our Annual Report can be accessed by following the instructions in the Notice of Meeting as well as online at our Investor Relations website at https://investors.li-cycle.com.

The Board and management of the Company recommend that you vote FOR the election of the nine (9) proposed nominees for election as directors of the Company; FOR the appointment of the Company’s independent registered public accounting firm to serve as independent auditor until the close of the next annual meeting of Shareholders or until their successor is appointed and the authorization of the Board to fix their remuneration; FOR the Share Consolidation Resolution (as defined below); FOR the approval, on an advisory basis, of the compensation of our named executive officers; ONE YEAR for the frequency, on an advisory basis, of future shareholder advisory votes on the compensation of our named executive officers; and FOR the Adjournment Proposal.

The management of the Company is soliciting your proxy. The Company’s management requests that you sign and return the form of proxy or voting instruction form, as applicable, so that your votes are exercised at the Meeting. The solicitation of proxies will be primarily by mail. However, the directors, officers and employees of the Company may also solicit proxies by telephone, by internet, in writing, or in person. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the non-registered (beneficial) Shareholders of the Shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. The Company may also use the services of outside firms to solicit proxies. The cost of soliciting proxies will be borne by the Company.

The authorized share capital of the Company consists of (i) an unlimited number of Shares, and (ii) an unlimited number of preferred shares, issuable in series. As at the Record Date, 179,082,557 Shares and no preferred shares were issued and outstanding. Each Share is entitled to one vote.

You are a non-registered Shareholder (also called a beneficial Shareholder) if your Shares are held in the name of a nominee (also called an intermediary), such as a securities broker, trustee, or other financial institution (an “Intermediary”).

If you attend the Meeting, you should ensure that you have a strong, preferably high-speed, internet connection. It is your responsibility to ensure connectivity for the duration of the Meeting. The Meeting will begin promptly at 8:30 a.m. (Eastern Daylight Time) on May 23, 2024.

Registered Shareholders can vote their Shares online at the Meeting or by proxy. However, even if you currently plan to participate in the webcast for the Meeting, you are encouraged to consider voting your Shares in advance, so that your vote will be counted if you later decide not to, or are unable to, attend the Meeting for any reason.

Your duly completed form of proxy or your Internet or telephone voting instructions, as applicable, must be received by 8:30 a.m. (Eastern Daylight Time) on May 21, 2024 (or, if the Meeting is adjourned or postponed, at least 48 hours, excluding Saturdays, Sundays and holidays, before the rescheduled meeting).

If you vote by proxy, the individuals named on the form of proxy will vote your Shares for you unless you appoint someone else to be your proxyholder. You have the right to appoint another person of your choice who need not be a Shareholder to represent you at the Meeting (a “third party proxyholder”) other than the persons designated in the form of proxy. A registered Shareholder may appoint a third-party proxyholder as follows:

If you wish to appoint a third-party proxyholder, you are encouraged to do so online at www.proxyvote.com, as this will allow you to share the Appointee Name with your third-party proxyholder easily.

If you are a registered Shareholder and choose to vote online at the Meeting, you do not need to complete and return your form of proxy. Simply login to the Meeting and complete a ballot online during the Meeting. See the section titled “How do I attend the Meeting online?” above.

Non-registered Shareholders can vote their Shares online at the Meeting or by proxy. However, even if you currently plan to participate in the webcast for the Meeting, you are encouraged to consider voting your Shares in advance, so that your vote will be counted if you later decide not to, or are unable to, attend the Meeting for any reason.

If you wish to appoint a third-party proxyholder, you are encouraged to do so online at www.proxyvote.com, as this will allow you to share the Appointee Name with your third-party proxyholder easily.

See the section titled “How do I attend the Meeting online?” for additional information on how to login and attend the Meeting.

If you are a registered Shareholder and you change your mind about how you voted before the Meeting and/or you want to revoke your proxy, you may do so by providing new voting instructions or proxyholder appointment information at www.proxyvote.com at a later time, or a new form of proxy to Broadridge at a later date, or by delivering a signed written notice specifying your instructions to the registered office of the Company, Attention: Corporate Secretary, at any time up to and including the last business day before the date of the Meeting or any adjournment or postponement thereof. A registered Shareholder may also access the Meeting via the live audio webcast to participate and vote at the Meeting, which will revoke any previously submitted proxy.

If you are a non-registered Shareholder and you change your mind about how you voted before the Meeting and/or you want to revoke your proxy, contact your Intermediary to find out what to do. Please note that your Intermediary will need to receive any new instructions in enough time to act on them.

In addition, the enclosed form of proxy gives the persons named on it authority to use their discretion in voting on amendments or variations to matters identified in the Notice of Meeting or on any matter that may properly come before the Meeting or at any adjournment(s) or postponement(s) of the Meeting. As of the date of this Proxy Statement, management is not aware of any such amendments, variations or other matters to be presented for action at the Meeting. If, however, other matters properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their judgment, pursuant to the discretionary authority conferred by the form of proxy.

The Chair of the Board and other members of management present at the Meeting will answer questions relating to matters to be voted on before a vote is held on each matter, if applicable. General questions will be addressed by them at the end of the Meeting during the question period. Questions from multiple Shareholders on the same topic or that are otherwise related may be grouped, summarized and answered together.

All Shareholder questions are welcome. However, the Company does not intend to address questions that: are irrelevant to the Company’s operations or to the business of the Meeting; are related to non-public information about the Company; are related to personal grievances; constitute derogatory references to individuals or that are otherwise offensive to third parties; are repetitious or have already been asked by other Shareholders; are in furtherance of a Shareholder’s personal or business interest; or are out of order or not otherwise appropriate as determined by the Chair or Secretary of the Meeting in their reasonable judgment.

When a beneficial owner of Shares held in “street name” does not give instructions to the broker or nominee holding the Shares as to how to vote on matters deemed by the New York Stock Exchange (“NYSE”) to be “non-routine,” the broker or nominee cannot vote the Shares. These unvoted Shares are counted as “broker non-votes.” Broker non-votes will be counted as present for quorum purposes but will not be counted as a vote cast in determining whether the requisite threshold of votes cast has approved the proposal.

If you encounter any difficulties accessing the virtual Meeting during the check-in or meeting time, please call the phone numbers displayed on the Virtual Meeting website. Technical support will be available starting at 8:15a.m. Eastern Daylight Time on Thursday, May 23, 2024 and will remain available until the Meeting has ended or is adjourned.

We encourage you to log in prior to the start time of the Meeting to allow reasonable time for log in procedures.

Attn: Corporate Secretary

207 Queens Quay West, Suite 590

Toronto, ON M5J 1A7, Canada

 

Li-Cycle’s Investor Relations Department: 1-877-542-9253

If you require assistance in completing the form of proxy you may contact Innisfree M&A Incorporated (“Innisfree”) no later 8:15 a.m. Eastern Daylight Time on May 21, 2024. Shareholders may call the toll free: (877) 750-0854; and Banks and Brokers may call collect: (212) 750-5833.

If you are a non-registered Shareholder and have questions about your voting instruction form, please contact your Intermediary.

On March 25, 2024, in connection with the issuance of a senior secured convertible note in an aggregate principal amount of $75,000,000 by Li-Cycle to Glencore Canada Corporation, Li-Cycle, Glencore Canada Corporation, Glencore Ltd. and Glencore plc (together with their affiliates, “Glencore”) entered into a side letter agreement (the “Side Letter”), which granted Glencore the right to nominate two additional directors for election or appointment to the Board, for a total of three nominees. Pursuant to the Side Letter, Glencore will provide notice to Li-Cycle of the first nominee in the near term and of the second nominee in 2025 in connection with the 2025 annual meeting of Shareholders.

Ajay Kochhar has served as our President and CEO, Co-Founder, and a director since the consummation of the Business Combination on August 10, 2021. Before founding Li-Cycle, Mr. Kochhar gained extensive technology and project development experience through progressive roles with Hatch’s industrial cleantech and advisory practices. While working in that space, he garnered in-depth engineering and project management experience through clean technology development in the lithium, cobalt, nickel, copper, gold, lead, zinc, molybdenum, and rare earth metals industries. His technical expertise spans the entire project lifecycle, from conceptual and pre-feasibility study to construction and commissioning. Mr. Kochhar is a graduate of the University of Toronto and holds a Bachelor of Applied Science (BASc) in Chemical Engineering.

Tim Johnston served as our Co-Founder and Executive Chair from the consummation of the Business Combination on August 10, 2021. On March 26, 2024, Mr. Johnston transitioned to the role of interim non-executive Chair of the Company’s Board. With more than 15 years of experience, Mr. Johnston has overseen the development and operation of batteries, metals, industrial minerals and large infrastructure assets. In addition to co-founding Li-Cycle, Mr. Johnston served as a director and the chief executive officer of Desert Lion Energy Inc. (“Desert Lion”), a lithium exploration and development company whose securities were listed on the TSX Venture Exchange (the “TSX-V”), from February 2018 to July 2019, when Desert Lion was sold to a third party. In mid-2019, the TSX-V initiated a review of the Desert Lion senior management team, including Mr. Johnston, to assess their suitability to act as directors or officers of a listed issuer as a result of certain incorrect statements and omissions made by Desert Lion in its press releases for a financing transaction and its listing application with the TSX-V for approval of the issuance of shares in connection with such transaction. On May 11, 2020, the TSX-V made a procedural determination that requires Mr. Johnston to make a written application to and obtain the prior written acceptance from the Compliance & Disclosure Department of the TSX-V for any proposed involvement by Mr. Johnston as a director or officer of (or to perform similar functions for) any TSX-V-listed issuer. The TSX-V has subsequently publicly stated that it has not reached any conclusions regarding the suitability of Mr. Johnston to be a director or officer of a TSX-V listed company in the future. Prior to Desert Lion, Mr. Johnston worked as a Senior Consultant for Hatch, specializing in project management and transactional analysis for their global lithium business. While there, Mr. Johnston managed the development of projects across the lithium-ion battery value chain for companies such as SQM, Rockwood Lithium (Albemarle), Bacanora Minerals, AMG-NV, Rio Tinto, Galaxy Resources, and other key developers. Mr. Johnston is also the Co-Founder and Director of Li-Metal Corp. (LIM:CN) (CSE: LIM), a Director of Lacero Solutions Inc., an Investment Committee Member of Blue Horizon Capital and an Advisory Board Member of 5E Advanced Materials in Australia. A graduate of the University of Queensland’s Mechanical Engineering Program, Mr. Johnston is a chartered professional engineer and CFA charter holder.

Mark Wellings has served as a director of the Company since the consummation of the Business Combination on August 10, 2021. Mr. Wellings is a finance professional with over 30 years international experience in both the mining industry and mining finance sector. Mr. Wellings initially worked in the mining industry both in Canada and Australia in exploration, development and production capacities. He then joined the investment dealer GMP Securities L.P. where he co-founded the firm’s corporate finance mining practice. During over 18 years at GMP Securities L.P., Mr. Wellings was responsible for, and advised on, some of the Canadian mining industry’s largest transactions, both in equity financing and mergers and acquisitions. Since then, he has been appointed to several public and private boards and is also the Vice Chair of Lithium Royalties Corp. Mr. Wellings is a Professional Engineer and holds a Master of Business Administration degree and a Bachelor of Applied Science degree in Geological Engineering.

Anthony Tse has served as a director of the Company since the consummation of the Business Combination on August 10, 2021. Mr. Tse has over 28 years of private and public corporate experience in numerous high-growth industries spanning the TMT sector, natural resources and specialty chemicals, and most recently the energy transition sectors covering the EV and LIB value chain. His roles have been predominantly in senior management, with a focus on strategy and development, M&A and corporate finance internationally – he has managed businesses and operations across four continents spanning the Greater China and Asia region, Australia, North and South America. He is the former Managing Director and Chief Executive Officer of Galaxy Resources, where he served on the board for 8 years – the company merged with Orocobre in 2021 to create Allkem and become one of the Top 5 lithium producers globally. He is currently Chair of the Board of Li-Metal Corp. (CSE: LIM), a developer of lithium metal and lithium metal anode technologies for next generation lithium solid-state batteries, a Senior Advisor to Sicona Battery Technologies, a leading developer of silicon-composite materials for next generation lithium battery anode technologies and also a Strategic Advisor to Critical Resources Limited (ASX: CRR), advancing and developing critical metals projects for a decarbonized future. Aside from his industry roles, Mr. Tse is also an Operating Partner with the Global Private Equity Group of Franklin Templeton (NYSE: BEN), a global asset management organization, and a Senior Advisor to EMR Capital (a global natural resources investment group) portfolio of companies, with whom he is focused on upstream through to mid- and downstream investments in the energy transition sector.

Scott Prochazka has served as a director of the Company since the consummation of the Business Combination on August 10, 2021. Mr. Prochazka most recently served as the President and Chief Executive Officer and a director of CenterPoint Energy, an NYSE-listed, Fortune 500 energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations (“CenterPoint”) from January 1, 2014 to February 20, 2020. Prior to that role, Mr. Prochazka held several positions at CenterPoint since 2011, including Executive Vice President, Chief Operating Officer and Senior Vice President and Division President, Electric

Mr. Prochazka was elected to the Company’s Board, following being nominated by Peridot Acquisition Sponsor, LLC pursuant to the Investor Agreement. See the section titled “Related Party Transactions” below for additional information.

Kunal Sinha has served as director of the Company since June 1, 2022. Mr. Sinha has been with Glencore since 2012 and currently serves as Glencore’s Head of Recycling. Prior to his current role, Mr. Sinha was the CEO of Glencore’s North American Sulfuric Acid business. Prior to joining Glencore, he worked for six years in Management Consulting at ZS Associates. Mr. Sinha holds an MBA from the London Business School, an M.S. in Systems and Entrepreneurial Engineering from the University of Illinois at Urbana-Champaign, and a B.Tech. in Mechanical Engineering from the Indian Institute of Technology (IIT), Kharagpur.

Mr. Sinha was elected to the Company’s Board, following being nominated by Glencore pursuant to the Glencore Note Purchase Agreement. See the section titled “Related Party Transactions” below for additional information.

Jacqueline A. Dedo has more than 40 years of experience across a variety of functions and verticals in the automotive industry, with a focus on strategy development and creating customer value. She is co-founder of Aware Mobility, LLC. She previously served as Chief Strategy and Supply Chain Officer for Dana Holding Corp. (NYSE: DAN). Ms. Dedo has also held various leadership positions at Piston Group, The Timken Company (NYSE: TKR), Motorola (NYSE:MSI), and Robert Bosch Corporation. Ms. Dedo also has two decades of board membership experience. She currently sits on the board of directors of Cadillac Products Automotive Company, a private, internationally-recognized leader in the plastics converting industry, Workhorse Group Inc. (Nasdaq: WKHS), an OEM for commercial electric delivery vehicles and delivery drones and was recently appointed to the Board of Carbon Revolution plc (Nasdaq: CREV), a leading global manufacturer of lightweight advanced technology carbon fiber wheels. Ms. Dedo earned her Bachelor of Science degree in electrical engineering from Kettering University in Flint, Michigan, has been involved in numerous charitable organizations, and has been honored on multiple occasions by Automotive News as one of the “Top 100 Leading Women in the Automotive Industry.”

Susan Alban has served as director of the Company since April 27, 2023. Ms. Alban currently serves as the Chief People Officer and an Operating Partner at Renegade Partners, where she supports the firm’s portfolio companies across all areas of Human Resources. Ms. Alban brings deep expertise in operations and product, especially around launches. Previously, Ms. Alban was the VP of People at Zume, a General Manager at Uber, as well as a group product manager at eBay, working in partnership with PayPal to drive improvements across eBay’s e-commerce

Ms. Alban was elected to the Company’s Board pursuant to the Investor Agreement, following being nominated by Peridot Acquisition Sponsor, LLC pursuant to the Investor Agreement. See the section titled “Related Party Transactions” below for additional information.

Diane Pearse has served as a director of the Company since April 27, 2023. Ms. Pearse currently serves on the board of MSA Safety, Inc. (NYSE: MSA), a manufacturer, and supplier of safety products to protect workers and facility infrastructures in a variety of industries, as a director of Basic American Foods, Inc., a privately held food manufacturing company and as a director of Carl Budding & Company, a privately held food manufacturing company. Ms. Pearse was previously a C-Suite executive, having held CEO, COO, and CFO roles for several companies. She retired as CEO and President of Hickory Farms, LLC, a multi-channel food products retailer, in January 2022. Her other roles have included COO and Executive Vice President of Finance for Garrett Brands, a privately held consumer products company; Senior Vice President of Finance and Senior Vice President of Operations and Merchandising at Redbox Entertainment, Inc., a video entertainment, and distribution company; and CFO of Crate and Barrel, a home furnishings retailer. Her financial expertise was developed through progressive roles within the finance functions of Amoco Corporation and BP, leading multinational oil and gas companies. Ms. Pearse currently serves on the Dean’s Advisory Council for DePaul University’s Driehaus College of Business and on the board of directors of Uniting Voices Chicago, a not-for-profit organization that supports music education. Ms. Pearse was included in Crain’s 2019 Notable Women Executives over 50 and in Women Inc. Magazine’s 2019 Most Influential Corporate Directors. She is a member of The Chicago Network and a member of The Women Corporate Directors Foundation. Ms. Pearse graduated Bronze Tablet from the University of Illinois-Urbana with a Bachelor of Science in Accountancy, and obtained an MBA in Finance, with honors, from DePaul University.

Ms. Pearse was appointed to the Board on April 27, 2023 following a process led by the Nominating and Governance Committee focused on searching for candidates in our known networks in order to enhance the Board’s experience in relation to finance matters as well as to increase the number of independent Board members and meet the 30% target for gender-diversity on the Board set by the Nominating and Corporate Governance Committee.

In addition to co-founding Li-Cycle, Mr. Johnston served as a director and the president and chief executive officer of Desert Lion Energy Inc. (“Desert Lion”), a lithium exploration and development company whose securities were listed on the TSX Venture Exchange (the “TSX-V”), from February 2018 to July 2019, when Desert Lion was sold to a third party. In mid- 2019, the TSX-V initiated a review of the Desert Lion senior management team, including Mr. Johnston, to assess their suitability to act as directors or officers of a listed issuer as a result of certain incorrect statements and omissions made by Desert Lion in its press releases for a financing transaction and its listing application with the TSX-V for approval of the issuance of shares in connection with such transaction. On May 11, 2020, the TSX-V made a procedural determination that requires Mr. Johnston to make a written application to and obtain the prior written acceptance from the Compliance & Disclosure Department of the TSX-V for any proposed involvement by Mr. Johnston as a director or officer of (or to perform similar functions for) any TSX-V-listed issuer. At that time, the TSX-V advised Mr. Johnston that its determination

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing standards of NYSE.

Under National Instrument 58-101 – Disclosure of Corporate Governance Practices of the Canadian Securities Administrators (“NI 58-101”), a director is considered to be independent if he or she is independent within the meaning of Section 1.4 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (“NI 52-110”). It is the Board’s policy to have a majority of directors who satisfy the criteria for “independent directors,” as defined by the applicable rules of both the NYSE and Section 1.4 of NI 52-110. The Nominating and Corporate Governance Committee of the Board (the “Nominating and Governance Committee”) annually reviews each director’s independence and any material relationships a director may have with the Company. Following such review, only those directors who the Board affirmatively determines have no material relationship with the Company, and otherwise satisfy the independence requirements of the NYSE, and Section 1.4 of NI 52-110, will be considered “independent directors.”

The Chair is not independent and consequently an independent director, Mark Wellings, has been appointed as Lead Director. The Board has adopted a written position description for the Lead Director which sets out his key responsibilities, including working with the Chair to facilitate the proper functioning and effectiveness of the Board and its committees; consulting with the Chair regarding the frequency, dates and locations of the meetings of the Board and the agendas for those meetings; ensuring that the Board operates independently of management and that the directors have an independent leadership contact; chairing and setting the agenda for in-camera meetings of the independent directors; and performing such other functions as may be reasonably requested by the Board or the Chair.

Effective as of March 26, 2024, Mr. Johnston transitioned to the role of interim non-executive Chair of the Company’s Board. Mr. Johnston provided Company-specific experience and insight developed from co-founding and leading the Company since its inception and thus the Board

As noted above under “Board Leadership Structure”, our Board has adopted a written position description for the Lead Director which sets out his key responsibilities.

Our Board has also adopted a written position description for each of the committee chairs which set out each of the committee chair’s key responsibilities, including duties relating to determining the frequency, dates and locations of meetings and setting committee meeting agendas, chairing committee meetings, reporting to the Board and carrying out any other special assignments or any functions as may be requested by the Board.

Our Board has adopted a written position description for the President and Chief Executive Officer which sets out the key responsibilities of the President and Chief Executive Officer, including to supervise day-to-day management of the business and affairs of the Company; formulate the Company’s short and long term strategic and business plans and present such plans to the Board; implement capital and operating plans to support the Company’s strategic and business plans; identify the risks associated with the Company’s strategic and business plans and suggest systems.

In the past year, directors attended presentations and were provided with materials related to, among other things: trends and requirements regarding diversity, equity and inclusion in the workforce; Li-Cycle’s intellectual property portfolio; risk and best practices associated with handling and transportation of lithium-ion batteries. Directors have also been provided with presentations from senior management to familiarize them with the Company’s strategic plans, risk management issues and significant issues facing the Company.

The Audit Committee of the Board (the “Audit Committee”) assists our Board in fulfilling its general finance oversight responsibilities, specifically in the areas of internal control over financial reporting and disclosure controls and procedures, hedging and treasury management, IT & cybersecurity, risk management and insurance, and tax, and, among other things, discusses guidelines with management and the independent auditor. Our Nominating and Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to risks relating to our corporate governance practices and the independence of our Board. The Compensation Committee of the Board (the “Compensation Committee”) assesses risks relating to our incentive compensation arrangements and whether our compensation policies and programs have the potential to encourage excessive risk-taking, as well as reviews the relationship between risk management policies and practices and compensation arrangements. While the Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company.

Our Board believes its current leadership structure, with a Lead Director, separate interim non-executive Chair and CEO, a majority of independent directors and the active participation of committees in the oversight of risk and open communication with management, supports the risk oversight function of our Board. Our Board and its committees regularly communicate with members of management and consult with outside advisors regarding existing risks or in the event a new risk emerges.

The Nominating and Governance Committee, in its annual review of the composition of the Board, assesses the effectiveness of the Board nomination process and senior management appointment process at achieving the Company’s diversity objectives and monitors the implementation of its Board membership criteria guidelines. Pursuant to the Company’s Corporate Governance Guidelines, the Board has adopted a target of 30% gender-diverse membership on the Board, demonstrating its commitment to diversity, equity and inclusion. The nominees to the Board include three gender-diverse members (33%) and three racially-diverse members (33%).

Director candidates are selected based upon their character, track record of accomplishment in their respective fields, demonstrated leadership characteristics and diversity, as well as their other professional and corporate expertise, skills and experience. Pursuant to our Corporate Governance Guidelines, criteria that are considered by the Board in the selection of directors include:

To assist in this process, the Nominating and Governance Committee is mandated to consider as part of its policies and procedures:

One out of seven, or 14%, of our executive officers are women. Specific targets or quotas for diversity appointments to the Board and to executive officer positions have not been adopted by the Board due to the need to consider a balance of criteria in each individual appointment. The Nominating and Governance Committee will, in its periodic review of the composition of the Board and executive officer appointments, assess the effectiveness of the Board nomination process and senior management appointment process at achieving the Company's diversity objectives and monitor the implementation of its Board membership criteria guidelines.

The independent directors meet, without non-independent directors and members of management, at each meeting. Accordingly, during the year ended December 31, 2023, there were 19 meetings of independent directors. Meetings of independent directors and the agendas for those meetings are set by our Lead Director.

A director who has a material interest in a matter before our Board or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our Board or any committee on which he or she serves, such director may be required to absent himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors are also required to comply with the relevant provisions of the Ontario Business Corporations Act (“OBCA”) regarding conflicts of interest.

The Company has established an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and a Health, Safety, Environment and Sustainability Committee (the “HSES Committee”). Each committee has the composition and the responsibilities described below, and each committee has a written charter that is approved by our Board. Copies of the charters for each committee are available, without charge, upon request in writing to Li-Cycle Holdings Corp., 207 Queens Quay West, Suite 590, Toronto, ON M5J IA7, Canada Attn: Corporate Secretary, or the “Investor Relations” section of our website, which is located at

The members of the Audit Committee are Scott Prochazka (Chair), Jacqueline Dedo, Diane Pearse and Mark Wellings. During the fiscal year ended December 31, 2023 (“Fiscal 2023”), Ms. Dedo and Ms. Pearse were each appointed to join the Audit Committee on April 27, 2023. The Audit Committee met 10 times during Fiscal 2023.

The Board has determined that each of the director nominees expected to serve as members of the Audit Committee is an independent director, as required by applicable SEC rules, NYSE listing standards and NI 52-110. Our Board has also determined that at least two members of the Audit Committee, namely Scott Prochazka and Diane Pearse, qualify as an “audit committee financial expert,” as such term is defined in Item 407 of Regulation S-K promulgated under the Securities Act of 1933, as amended (“Securities Act”) and that all members of the Audit Committee are “financially literate,” as such term is defined in NI 52-110 and NYSE listing standards. This designation does not, however, impose on her or him any supplemental duties, obligations or liabilities beyond those that are generally applicable to the other members of our Audit Committee and Board.

The director nominees expected to serve as members of the Audit Committee following the Meeting have direct experience that is relevant to their responsibilities:

For more information on the skills and experience of our Audit Committee members, please see the section titled “Nominees” above.

The Board has established a written charter setting forth the purpose, composition, authority and responsibility of the Audit Committee consistent with the rules of the NYSE, the SEC and the applicable Canadian securities laws. The Audit Committee is, among other things, directly responsible for monitoring the integrity of the Company’s financial statements, financial reporting process and systems of internal controls and procedures; ensuring compliance by the Company with applicable legal and regulatory requirements, reviewing areas of potential significant

As part of its responsibilities, the Audit Committee is required to pre-approve audit and non-audit services provided by the independent auditor in order to ensure that the provision of such services do not impair the auditor’s independence from the Company. Accordingly, the Committee has adopted a Pre-Approval of Audit and Non-Audit Services Policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions whereby audit and permitted non-audit services to be performed by the independent auditor will be pre-approved. Under the Pre-Approval Policy, the Committee may delegate pre-approval authority to one or more of its independent members. All applications or requests for services to be provided by the independent auditor will be submitted to the Company’s Chief Financial Officer, who will determine whether such proposed services are included within the list of services that have received the general pre-approval of the Committee. Requests or applications to provide services that require the specific approval of the Committee will be submitted to the Committee by both the independent auditor and the CFO.

The members of the Compensation Committee are Jacqueline Dedo (Chair), Susan Alban, Scott Prochazka and Mark Wellings. Ms. Dedo was appointed as Committee Chair and Susan Alban was appointed to the Compensation Committee on April 27, 2023. The Compensation Committee met 10 times during Fiscal 2023.

The Board has determined that each of the director nominees expected to serve as members of the Compensation Committee following the Meeting is an independent director, as required by applicable SEC rules, NYSE listing standards and NI-52-110. For more information, see the section titled “Executive Compensation” below.

The Board has established a written charter setting forth the purpose, composition, authority and responsibility of the Compensation Committee consistent with the rules of the NYSE, the SEC and the guidance of the Canadian Securities Administrators. The Compensation Committee, among other things, oversees the overall compensation strategy and policies of the Company’s employees and directors; establishes, reviews and reports on compensation of the Company’s CEO and Chair and for the executive officers who report to the CEO and Chair; administers equity-based and certain other compensation plans; and reviews the “Compensation Discussion and Analysis” and related executive compensation disclosure for inclusion in the Company’s public disclosure documents.

The members of the Nominating and Governance Committee are Mark Wellings (Chair), Jacqueline Dedo and Scott Prochazka. The Nominating and Governance Committee met 4 times

The Board has determined that each of the director nominees expected to serve as members of the Nominating and Governance Committee following the Meeting is an independent director, as required by applicable SEC rules, NYSE listing standards and NI-52-110.

The Board has established a written charter setting forth the purpose, composition, authority and responsibility of the Nominating and Governance Committee. The Nominating and Governance Committee is, among other things, responsible for identifying and evaluating individuals qualified to become Board members, consistent with criteria approved by the Board, and recommending such individuals to the Board for approval as nominee; leading the performance review of the Board and its committees; and overseeing the establishment of the Company’s corporate governance practices and policies.

The current members of the HSES Committee are Anthony Tse (Chair), Susan Alban, Diane Pearse and Kunal Sinha. On April 27, 2023, Ms. Dedo stepped down and Ms. Alban was appointed to the committee. Ms. Pearse was appointed to the committee on April 27, 2023. The HSES Committee met 4 times during Fiscal 2023.

The Board has established a written charter setting forth the purpose, composition, authority and responsibility of the HSES Committee. The function and purpose of the HSES Committee as a result of those amendments is to assist the Board in fulfilling its responsibilities with respect to: (i) overseeing the development and implementation of the health, safety, environment and sustainability policies, procedures and programs of the Company and its subsidiaries; and (ii) monitoring compliance with such policies, procedures and programs.

In selecting nominees for membership, the Board takes into account the other demands on the time of a candidate, and with respect to current members of the Board, their past attendance at, preparedness for and participation in Board and committee meetings. The Company’s Corporate Governance Guidelines provide that directors should advise the chair of the Nominating and Governance Committee and the chair of each of the committees on which they serve in advance of accepting an invitation to serve on another public company board.

The Company will seek to have no more than two board and committee interlocks at any given time. A board interlock occurs when two of the Company’s directors also serve together on the board of another public company or investment company.

During the last fiscal year, (i) none of our executive officers served on the board of directors of any other entity, any officers of which served on our Compensation Committee, and (ii) none of our executive officers served on the compensation committee of any other entity, any of officers of which served either on our Board or on our Compensation Committee.

This procedure does not apply to shareholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act or under the OBCA, which are discussed further in the section titled “Shareholder Proposal Deadlines for 2025 Annual Meeting of Shareholders” below.

The full text of the Code of Conduct is posted our website at www.li-cycle.com. Information contained on, or that can be accessed through, our website does not constitute a part of this Proxy Statement and is not incorporated by reference herein. If we make any amendment to the Code of Conduct or grant any waivers, including any implicit waiver, from a provision of the Code of Conduct, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC and the Canadian Securities Administrators. Under Item 406(d) of Regulation S-K, if a waiver or amendment of the Code of Conduct applies to our principal executive officer, principal financial officer, principal accounting officer or controller and relates to standards promoting any of the values described in Item 406(b) of Regulation S-K, we will disclose such waiver or amendment on our website in accordance with the requirements of Item 5.05 of Form 8-K.

The Company encourages all employees, officers and directors to report any suspected violations of the Code of Conduct promptly and intends to thoroughly investigate any good faith reports of violations. In order to ensure that violations or suspected violations can be reported without fear of retaliation, harassment or an adverse employment consequence, the Code of Conduct contains procedures that are aimed to facilitate confidential, anonymous submissions by our employees.

The following table sets forth information concerning the compensation of our non-employee directors for the transition period from November 1, 2022 to December 31, 2022 (the “Transition Period”) and for the 2023 fiscal year.

The Compensation Committee periodically evaluates and makes recommendations to the Board with respect to appropriate forms and amounts of compensation for directors of the Company. In doing so, the Compensation Committee considers: (i) the time commitment associated with being a director of the Company, including, as applicable, committee (and committee chair) work and chair (or Lead Director) work; (ii) the responsibilities and risks associated with being such a director, (iii) compensation paid to directors of companies and their subsidiaries similar to the Company, and (iv) any other factors the Compensation Committee deems relevant.

In connection with the comprehensive review of the go-forward strategy of the Rochester Hub project, the Board established a Special Committee comprised of independent directors to, among other things, (1) oversee and supervise a strategic review of all or any of the Company’s operations and capital projects including its sales, general and administration functions, and (2) consider financing and other strategic alternatives. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Company Overview” to our Annual Report on Form 10-K for the Fiscal 2023. Based on a market assessment, the Board, on November 30, 2023, established the compensation for the members of the Special Committee of the Board, including a one-time RSU award corresponding to a target value of $100,000 USD as of the grant. A monthly cash retainer in the amount of $17,000 USD, plus an additional $5,000 per month for the Chair of the Special Committee, was also approved. This compensation reflects the significant time commitment and work required of the Special Committee members, which

Each member of our Board is entitled to reimbursement for reasonable travel and other expenses incurred when attending Board or Committee meetings or otherwise in connection with their director position. Directors do not receive any payment for attending meetings.

Our articles provide that the Board will consist of a minimum of one and a maximum of ten directors. The OBCA provides that the board of an offering corporation (as defined in the OBCA, which would include the Company) must consist of not fewer than three individuals. The Board has nominated nine (9) directors for election at the Meeting.

Under the OBCA, a director may be removed with or without cause by a resolution passed by a majority of the votes cast by Shareholders attending the meeting themselves or by proxy and who are entitled to vote. The directors are elected by our Shareholders at each annual general meeting of Shareholders, and will hold office for a term expiring at the close of the next annual meeting of Shareholders or until their respective successors are elected or appointed.

The Board and management of the Company recommend that you vote FOR the election of the nine (9) individuals nominated.

KPMG LLP has been the independent auditor of the Company since January 31, 2022. A representative of KPMG LLP is expected to be telephonically present at the virtual Meeting, where he or she will be available to respond to appropriate questions and, if he or she desires, to make a statement.

On March 28, 2024, KPMG LLP notified the Company that it has decided to decline to stand for re-appointment as the Company’s independent registered public accounting firm to serve as independent auditor. However, KPMG LLP has advised the Company that it will remain the Company’s independent registered public accounting firm until completion of its review of the consolidated interim financial statements of the Company and subsidiaries as of and for the three months ended March 31, 2024 and, if requested by the Company, as of and for the three and six months ended June 30, 2024. Further details can be found in the Current Report on Form 8-K filed with the SEC on April 2, 2024, attached in Annex D hereto.

The Audit Committee has commenced a process to identify, and recommend the appointment of, a new independent registered public accounting firm to replace KPMG LLP. As a result, this Proxy Statement does not contain the name of the new independent registered public accounting firm to be recommended for appointment. The Company cannot currently determine with certainty whether that search process will be completed prior to the Meeting on May 23, 2024 and thus is separately asking Shareholders to vote on a proposal to approve any adjournment of the Meeting. See “Proposal No. 6 – Approval of Adjournment of the Meeting” below. Once the search process is complete and the new independent registered public accounting firm to be recommended for appointment is known, the Company will advise the Shareholders whether a representative of the new independent registered public accounting firm will be present at the Meeting, whether he or she will be available to respond to appropriate questions and, if he or she will have the opportunity, if desired, to make a statement.

The audit reports of KPMG LLP on the Company’s consolidated financial statements as of and for the year ended December 31, 2023, the two-month period ended December 31, 2022 and the year ended October 31, 2022 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:

During the year ended December 31, 2023, the two-month period ended December 31, 2022, the year ended October 31, 2022 and the subsequent interim period through the date hereof, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG LLP, would have caused KPMG LLP to make reference thereto in their reports.

In addition, during the year ended December 31, 2023, the two-month period ended December 31, 2022, the year ended October 31, 2022 and the subsequent interim period through the date hereof, there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except as follows:

The Audit Committee engaged in discussions regarding these material weaknesses with KPMG LLP and the Company has authorized KPMG LLP to respond fully to the inquiries of any successor accountant concerning the foregoing material weaknesses.

The Board and management of the Company recommend a vote “FOR” the appointment of the Company’s independent registered public accounting firm to serve as independent auditor until the close of the next annual meeting of Shareholders or until their successor is appointed and to authorize the Board to fix their remuneration.

Our management is responsible for (i) establishing and maintaining internal controls and (ii) preparing Li-Cycle’s consolidated financial statements. Our independent registered public accounting firm, KPMG LLP, is responsible for performing an independent audit of Li-Cycle’s consolidated financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), and to issue a report thereon. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare Li-Cycle’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the Audit Committee has:

Based on the Audit Committee’s review of the audited financial statements and the various discussions with management and KPMG LLP, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report for filing with the SEC.

Mark Wellings

The Company proposes to implement a consolidation of the Company’s issued and outstanding Shares on the basis of a consolidation ratio within a range between 2 pre-consolidation Shares for 1 post-consolidation Share and 8 pre-consolidation Shares for 1 post-consolidation Share (the “Share Consolidation”), with the ratio to be selected and implemented by the Board in its sole discretion, if at all, at any time prior to the next annual meeting of the Shareholders.

Even with Shareholder approval of the Share Consolidation, the Board may determine, in its sole discretion, not to proceed with the Share Consolidation. No further action on the part of the Shareholders will be required to either implement or abandon the Share Consolidation. If the Consolidation Amendment (as defined below) effecting the Share Consolidation has not been filed prior to the next annual meeting of Shareholders of the Company, the Board will abandon the Share Consolidation. The determination as to whether the Share Consolidation will be effected, and if so, pursuant to which ratio, will be based upon those market or business factors deemed relevant by the Board at that time. For the reasons described below, however, the Board currently intends to effect the Share Consolidation if approved by Shareholders at the Meeting.

In addition to the above, other factors that will impact whether the Share Consolidation will be effected include, but are not limited to, the historical and then-prevailing trading price and trading volume of the Shares, prevailing stock market conditions, the anticipated impact of the Share Consolidation on our ability to raise financing, business developments affecting the Company and the Company’s actual or forecasted results of operation.

The Shares are listed under the symbol “LICY” on the NYSE. As previously disclosed, on December 20, 2023, the Company received a written notice from the NYSE (the “Trading Standards Notice”) that the Company was not in compliance with the continued listing standards set forth in Rule 802.01C of the NYSE Manual because the average closing price of the Shares over a consecutive 30 trading-day period was less than $1.00 (the “Minimum Average Closing Price Requirement”). Pursuant to Rule 802.01C of the NYSE Manual, the Company has a period of six months following the receipt of the Trading Standards Notice to regain compliance with the Minimum Average Closing Price Requirement. The average closing price of the Shares on the NYSE for the consecutive 30 trading-day period ending on April 8, 2024, was $0.78 per Share.

The Board believes that the Share Consolidation is a potentially effective means for the Company to achieve compliance with the Minimum Average Closing Price Requirement that is a requirement to maintain the listing on the NYSE prior to the June 20, 2024 deadline. Furthermore, the Board believes that Shareholder approval granting it with discretion to set the actual ratio within the range described above, rather than Shareholder approval of a specified ratio, provides the Board with maximum flexibility to react to then-current market conditions and volatility in the market price of our Shares in order to set a ratio that is intended to maintain for the foreseeable future, given market fluctuations, a Share price well in excess of the Minimum Average Closing Price Requirement to avoid potential future delisting from the NYSE. However, there can be no assurance that the Share Consolidation would have such effects, initially or in the future, or that it would enable us to maintain the listing of the Shares on the NYSE. Also, there can be no assurance that an active and liquid public market for the Shares will exist. Further, notwithstanding the Minimum Average Closing Price Requirement, the listing of the Shares on the NYSE may be halted or discontinued if the Company is unable to maintain compliance with other NYSE listing requirements or for various other reasons.

The Board believes that the increased market price of the Shares expected as a result of implementing the Share Consolidation could improve the marketability and liquidity of the Shares and encourage trading in the Shares.

The Board believes that the Share Consolidation and the corresponding increase in our stock price may make the Shares more attractive to a broader range of institutional and other investors. Many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers, which reduces the number of potential purchasers of the Shares. Investors may also be dissuaded from purchasing lower-priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the Company believes the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower-priced stocks. Further,

If a Share Consolidation is effected, the Shares will have a new Committee on Uniform Securities Identification Procedures (“CUSIP”) number, which is a number used to identify our equity securities, and stock certificates, if any, with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following the procedures described below. The Shares will continue to be listed on the NYSE under the symbol “LICY” subject to any future change of listing of our securities, although it will be considered a new listing with a new CUSIP number.

The Board does not intend for the Share Consolidation to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Following the implementation of the Share Consolidation, the Shares will continue to be listed on the NYSE under the symbol “LICY”. Pre-Share Consolidation voting rights and other rights of the holders of Shares will not be affected by the Share Consolidation, other than as a result of the disposition of fractional Shares. For example, a holder of 2% of the voting power attached to the outstanding Shares immediately prior to the implementation of the Share Consolidation will generally continue to hold 2% of the voting power attached to the Shares immediately after the implementation of the Share Consolidation. The number of registered Shareholders will not be affected by the Share Consolidation.

The exercise or conversion price and, or, the number of Shares issuable under any of the Company’s outstanding securities that are exercisable or convertible into Shares, including under outstanding stock options to purchase Shares, restricted share units, warrants, rights, convertible notes and any other similar securities, will be proportionately adjusted upon the implementation of the Share Consolidation, in accordance with the terms of such securities.

Non-registered Shareholders holding their Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Share Consolidation than those that will be put in place by the Company for the registered Shareholders. If you hold your Shares with such a bank, broker or other nominee and if you have any questions in this regard, you are encouraged to contact your nominee.

All of our registered Shareholders hold their Shares in book-entry form directly with the Company’s transfer agent, Continental Stock Transfer & Trust Company. These Shareholders do not have Share certificates evidencing their ownership of Shares. They are, however, provided with a statement reflecting the number of Shares registered in their accounts. Accordingly, if the Share Consolidation Resolution is approved at the Meeting and the Board determines to implement the Share Consolidation, no action needs to be taken by a Shareholder to receive post-Share Consolidation Shares. If a Shareholder is entitled to post-Share Consolidation Shares, then a transaction statement will automatically be sent to the Shareholder’s address of record indicating the number of Shares held following the Share Consolidation.

Shareholders will not receive any fractional Shares as a result of the Share Consolidation. In the event that a Shareholder becomes entitled to a fractional Share as a result of the Share Consolidation, such fractional Share will be deemed to have been tendered by the Shareholder immediately following the Share Consolidation to the Company for cancellation for no consideration.

As used in this section, “U.S. Holder” means a beneficial owner of Shares that is, for U.S. federal income tax purposes: (1) a citizen or individual resident of the United States, (2) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (3) a trust subject to the control of one or more U.S. persons and the primary supervision of a U.S. court; or (4) an estate the income of which is subject to U.S. federal income taxation regardless of its source.

The U.S. federal income tax treatment of a partner in a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) that holds Shares generally will depend on the status of the partner and the activities of the partnership. Holders of Shares that are entities or arrangements treated as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the specific U.S. federal income tax consequences to their partners of the partnership’s ownership and disposition of Shares.

The Company expects that the Share Consolidation will qualify as a recapitalization under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the “Code”) and a tax-deferred exchange of pre-consolidation Shares for post-consolidation Shares under Section 1036(a) of the Code. Assuming such treatment is correct, and subject to the discussion below regarding fractional post-consolidation Shares, a U.S. Holder that exchanges pre-consolidation Shares solely for post-consolidation Shares issued pursuant to the Share Consolidation should recognize no gain or loss for federal income tax purposes. The aggregate tax basis of post-consolidation Shares received by a U.S. Holder in the Share Consolidation will be equal to the aggregate tax basis of the pre-consolidation Shares surrendered in exchange therefor, subject to the discussion below regarding fractional post-consolidation Shares. The holding period of our Shares received by a U.S. Holder in the Share Consolidation will include the holding period of the common shares exchanged therefor. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the pre-consolidation Shares surrendered to post-consolidation Shares received in a recapitalization pursuant to the Share Consolidation.

A Shareholder will not receive a fractional post-consolidation Share in the Share Consolidation and will instead receive a whole number of post-consolidation Shares that is rounded down to the nearest whole number. Any U.S. Holder who would have otherwise received a fractional post-consolidation Share pursuant to the Share Consolidation should consult its own tax advisor regarding whether to allocate its aggregate tax basis in its pre-consolidation Shares immediately prior to the Share Consolidation entirely to its post-consolidation Shares immediately after the Share Consolidation or, alternatively, whether it should allocate a portion of such basis to the fractional post-consolidation Share which it would have received had its post-consolidation Shares not been rounded down to the nearest whole number pursuant to the Share Consolidation and recognize a loss on such fractional post-consolidation Share equal to the basis so allocated.

The summary is based on the current provisions of the Tax Act in force at the date hereof; and our understanding of the current administrative policies and assessing practices of the Canada Revenue Agency published in writing by it prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all Tax Proposals will be enacted in the form proposed. However, no assurances can be given that the Tax Proposals will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice, whether by legislative, administrative or judicial action, nor does it take into account or anticipate any other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein.

This following portion of the summary does not apply to a Holder: (i) that is a “financial institution” as defined in the Tax Act for purposes of the mark-to-market rules; (ii) that is a “specified financial institution” as defined in the Tax Act; (iii) that reports its “Canadian tax results” in a currency other than the Canadian currency; (iv) an interest in which is a “tax shelter investment” for purposes of the Tax Act; or (v) that has entered into or will enter into, in respect of the Shares, a “synthetic disposition arrangement” or a “derivative forward agreement” for the purposes of the Tax Act. Such Holders should consult their own tax advisors.

For the purposes of the Tax Act, all amounts expressed in a currency other than Canadian dollars relating to the acquisition, holding or disposition of a Share, including adjusted cost base and proceeds of disposition, must be determined in Canadian dollars using the relevant rate of exchange required under the Tax Act.

The following portion of the summary is generally applicable to a Holder that, at all relevant times for purposes of the Tax Act, is or is deemed to be resident in Canada (a “Canadian Holder”).

Canadian Holders that might not otherwise be considered to hold their Shares as capital property may, in certain circumstances, be entitled to have their Shares and all other “Canadian securities” (as defined in the Tax Act) owned in the year of the election and in all subsequent taxation years be deemed to be capital property by making the irrevocable election permitted by

A Canadian Holder will not realize a capital gain or a capital loss as a result of the Share Consolidation. Immediately after the Share Consolidation, but before the cancellation of any fractional shares, the aggregate adjusted cost base to a Canadian Holder of all of its Shares (including any fractional share resulting from the Share Consolidation) will be equal to the aggregate adjusted cost base to such Canadian Holder of its Shares immediately prior to the Share Consolidation.

A Canadian Holder whose fractional share is canceled without consideration immediately after the Share Consolidation will be considered to have disposed of such fractional share at the time of such cancellation and will realize a capital loss equal to the adjusted cost base to such Canadian Holder of such fractional share. Generally, one-half of any capital loss (an “allowable capital loss”) realized will be deducted against one half of any capital gains (“taxable capital gains”) realized by the Canadian Holder in the year, and any excess of allowable capital losses over taxable capital gains may be carried back to the three preceding taxation years or forward to any subsequent taxation year and applied against net taxable capital gains in those years, subject to the detailed rules contained in the Tax Act.

The following portion of the summary is generally applicable to a Holder that, at all relevant times for purposes of the Tax Act, is neither resident nor deemed to be resident in Canada (including as a consequence of an applicable income tax treaty or convention) and does not use or hold, and is not deemed to use or hold, Shares in, or in the course of, carrying on a business in Canada (a “Non-Resident Holder”). Special rules which are not discussed in this summary may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere. Such Non-Resident Holders should consult their own tax advisors.

This portion of the summary assumes that the Shares will not be “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at any relevant time. Provided the Shares are listed on a “designated stock exchange”, as defined in the Tax Act (which currently includes the NYSE), at the relevant time, the Shares generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60 month period immediately preceding that time the following two conditions are met concurrently: (i) one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships owned 25% or more of the issued shares of any class or series of shares of the Company; and (ii) more than 50% of the fair market value of the Shares was derived directly or indirectly from one or any combination of (a) real or immovable property situated in Canada, (b) “Canadian resource property” (as defined in the Tax Act), (c) “timber resource property” (as

No withholding tax will apply under the Tax Act to a Non-Resident Holder as a result of the Share Consolidation or the cancellation of fractional shares immediately thereafter. Generally, there are no other Canadian taxes on income (including taxable capital gains) payable by a Non-Resident Holder under the Tax Act as a consequence of the Share Consolidation or the cancellation of fractional shares immediately thereafter.

The Board and management of the Company recommend that you vote “FOR” the Share Consolidation.

In accordance with the rules of the SEC, we are providing Shareholders with an opportunity to make a non-binding, advisory vote on the compensation of our named executive officers. This non-binding advisory vote is commonly referred to as a “say on pay” vote and gives our Shareholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement.

Shareholders are urged to read the section titled “Executive Compensation” below, which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers. Our Compensation Committee and Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we ask our Shareholders to vote “FOR” the following resolution at the Meeting:

“RESOLVED, that our shareholders approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, promulgated under the Securities Act, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion and the other related disclosures.”

As an advisory vote, this proposal is not binding. However, our Board and Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by Shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

The Board and management of the Company recommend a vote “FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers.

In accordance with the rules of the SEC, we are providing our Shareholders with an opportunity to make a non-binding, advisory vote on the frequency of future non-binding shareholder advisory votes on the compensation of our named executive officers. This non-binding advisory vote is commonly referred to as a “say on frequency” vote and must be submitted to Shareholders at least once every six years.

You have four choices for voting on this proposal. You can choose whether future non-binding advisory votes on the compensation of our named executive officers should be conducted every “1 YEAR,” “2 YEARS,” or “3 YEARS.” You may also “ABSTAIN” from voting.

After careful consideration, the Board and management of the Company recommend that future non-binding advisory votes on the compensation of our named executive officers be held every year so that Shareholders may express annually their views on our executive compensation program.

Shareholders are not voting to approve or disapprove the recommendation of the Board and management of the Company. Instead, Shareholders may indicate their preference regarding the frequency of future non-binding advisory votes on the compensation of our named executive officers by selecting one year, two years, or three years. Shareholders that do not have a preference regarding the frequency of future advisory votes may withhold from voting on the proposal.

As an advisory vote, this proposal is not binding. However, our Board and Compensation Committee value the opinions expressed by Shareholders in their vote on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of holding future non-binding advisory votes on the compensation of our named executive officers. However, because this is an advisory vote and therefore not binding on our Board or the Company, our Board may decide that it is in the best interests of our Shareholders that we hold an advisory vote on the compensation of our named executive officers more or less frequently than the option preferred by our Shareholders. The results of the vote will not be construed to create or imply any change or addition to the fiduciary duties of our Board.

The Board and management of the Company recommend a vote to hold future shareholder advisory votes on the compensation of our named executive officers every “1 YEAR.”

In light of KPMG LLP’s decision to decline to stand for re-appointment as the Company’s independent registered public account firm to serve as independent auditor, the Audit Committee has commenced a process to identify, and make a recommendation with respect to the appointment by the Shareholders of, a successor independent auditor.

The Company cannot currently determine with certainty whether that search process will be completed prior to the Meeting. We are thus asking Shareholders to vote on a proposal to approve any adjournment of the Meeting (whether before or after the completion of the other business of the Meeting described in this Proxy Statement) to a later date to be determined by the Chair of the Meeting, if necessary, to permit the Company to complete the search for a successor auditor (the “Adjournment Proposal”).

If Shareholders approve the Adjournment Proposal, the Meeting could be adjourned in order to complete the search for a successor auditor and to disseminate to Shareholders information regarding the identity of the proposed independent registered public accounting firm to serve as the Company’s independent auditor until the close of the next annual meeting of Shareholders or until their successor is appointed, together with information regarding the continued Meeting. At the continued Meeting following such adjournment, Shareholders would be asked to vote on the appointment of such successor independent auditor and the authorization of the Board to fix the successor independent auditor’s remuneration.

The Board and management of the Company recommend a vote “FOR” the approval, of the Adjournment Proposal.

Conor Spollen has served as SVP, Project Delivery at the Company since July 2022, and previously served as SVP, Hub Deployment, from January 2022 to July 2022. Mr. Spollen has more than 33 years of international mining and metallurgical experience, having served in global leadership roles in a number of companies. Prior to joining the Company, Mr. Spollen served as a General Manager, Engineering at United States Steel Corporation, from April 2020 to January 2022, and as Project Director, from August 2019 to April 2020. From February 2019 to August 2019, Mr. Spollen was Principal at Spollen Minerals Engineering. Mr. Spollen served as Head of Technology and Development (Chief Technology Officer) at Vale Base Metals from May 2018 to September 2018, where he helped provide oversight for development from exploration to project execution, risk management, health, safety and environment, geology and mine planning, technology, and innovation. He also served as Chief Operating Officer, Canada & UK, Operations and Projects at Vale Base Metals, from January 2015 to May 2018. Mr. Spollen is a Professional Engineer, a Chartered Engineer, and sat on the Board of the Centre for Excellence in Mining Innovation (CEMI). He is on the panel of experts for Geoscience Ireland. Mr. Spollen holds a Bachelor of Engineering in Minerals Engineering from the Camborne of School of Mines and received an MBA from Chifley School of Business at Torrens University Australia.

Craig Cunningham has more than 17 years of accounting, finance, operational and capital markets experience and previously served as Chief Financial Officer of Electra Battery Materials from June 2022 to July 2023, where he was a key contributor to the company’s strategy and provided key financial oversight and controls to major projects. Prior to joining Electra Battery Materials, Mr. Cunningham served as Vice President and Regional Financial Officer at Kinross Gold, from March 2020 to March 2022, where he oversaw finance, information technology, supply chain and logistics, and administration functions in Russia. Mr. Cunningham also served as Regional Financial Officer at Kinross Gold, from September 2017 to March 2020. Mr. Cunningham has a Bachelor of Accounting from Brock University and received an MBA from Ivey Business School at Western University in Canada. He is a Chartered Public Accountant and a Chartered Accountant

Carl DeLuca has served as General Counsel and Corporate Secretary of the Company since the consummation of the Business Combination on August 10, 2021. Mr. DeLuca joined Li-Cycle in 2021. Mr. DeLuca brings over 25 years of legal and public company experience to the Company, with a track record of successfully executing business-critical transactions and leading organizational change. Prior to joining Li-Cycle, Mr. DeLuca served as General Counsel and Corporate Secretary for Detour Gold Corporation, a TSX-listed gold producer. Previously, Mr. DeLuca held various roles at Vale S.A.’s global base metal business, including Head of Legal for North American & U.K. Operations. His experience at Vale included advising on international M&A and joint ventures, capital projects, and commercial transactions. Mr. DeLuca started his career in private practice, in Toronto and New York. Mr. DeLuca holds his LL.B. from the University of Windsor, an H.B.A. from the Ivey School of Business at Western University, and a B.A. from Huron University College.

Dawei Li has served as Regional President, APAC of the Company since November 1, 2021. Mr. Li brings more than 15 years of experience in strategy development and leading growth in new markets for international companies. Before joining Li-Cycle, Mr. Li served as the Global Business Director for battery-grade lithium carbonate at the Albemarle Corporation, where he developed growth strategy and executed on business development plans and commercial negotiations. Previously, he held roles at Eastman Chemical Company, managing global product lines, leading growth initiatives, and launching efforts to generate demand for existing products while commercializing novel ones. Mr. Li began his career in Shanghai, China working for PricewaterhouseCoopers. Mr. Li holds a BBA in Marketing from Shanghai University of Finance and Economics, and an MBA from the Darden School of Business at the University of Virginia.

Chris Biederman has served as our Chief Technical Officer of the Company since the consummation of the Business Combination on August 10, 2021. Mr. Biederman joined Li-Cycle in 2020 as the Chief Process Engineer before being promoted to Chief Technical Officer. Mr. Biederman is a professional engineer with 15 years of process engineering experience. Mr. Biederman brings extensive expertise to his current role, having acted as Lead Process Engineer for numerous large and small EPCM projects in the mining industry. He has experience working on greenfield and brownfield projects and overseeing bench-scale and pilot-scale testing. Mr. Biederman is also a skilled project manager with a robust history leading multi- disciplinary engineering teams and delivering successful projects. Previous to his role with Li-Cycle, he spent time at Hatch as a Senior Engineer and Technology Commercialization Portfolio Manager; he is also the Founder and Managing Director of Biederman Engineering. Mr. Biederman is a graduate of the University of Waterloo’s Chemical Engineering program and is a registered engineer with the Professional Engineers of Ontario.

Christine Barwell was appointed Chief Human Resources Officer of the Company on January 1, 2023. She brings over 25 years of experience across a variety of industries as a global people operations leader and has been a change agent for complex corporate challenges balancing the people strategy in partnership with business opportunities. Prior to joining Li-Cycle, Ms. Barwell was the Vice President, Human Resources for Alamos Gold. Ms. Barwell holds her MBA in digital transformation from McMaster University. She also holds a CHRL designation.

The Compensation Committee believes that it is important for our Shareholders to understand the Company’s compensation policies and structure, the compensation decisions made for our executive officers, and how each is aligned with the Company’s strategic goals. The following section provides a discussion and analysis of the Company’s compensation policies and decisions taken for the 2023 financial year for the Company’s Chief Executive Officer, Chief Financial Officer, and other three most highly compensated executive officers (collectively, the “named executive officers” or “NEOs”) as named below:

As previously disclosed, on December 21, 2022, the Board approved a change of the Company’s fiscal year end from October 31 to December 31 to better align with peer group companies. The change resulted in a Transition Period from November 1, 2022 to December 31, 2022. To the extent the changes in the fiscal year end impacted the design and timing of the approval of certain elements of our executive compensation program, we have indicated those impacts in the compensation details contained in this document.

The Company previously qualified as a “foreign private issuer” under applicable U.S. securities laws and on January 1, 2024, became subject to the rules and regulations of the SEC applicable to U.S. domestic issuers, including the requirement to report its financial statements in accordance

On October 23, 2023, the Company announced that it was pausing construction work on its Rochester Hub project, pending completion of a comprehensive review of the go-forward strategy for the project. As part of the comprehensive review, the Company is examining the scope, expected capital cost, financing, timing of completion and go-forward construction strategy options for the Rochester Hub project. The Company has been conducting an internal technical and economic review of the Rochester Hub project to assess a possible change in the project development strategy. The Company has since focused its technical review on constructing, commissioning, and operating only those process areas needed to produce two key products: lithium carbonate and mixed hydroxide precipitate (“MHP”), containing nickel, cobalt and manganese.

On November 1, 2023, the Company initiated the implementation of the Cash Preservation Plan while the Company explores strategic alternatives as well as financing options to increase the liquidity of Li-Cycle. As a result of this plan, the Company took steps to significantly reduce its workforce, slowed operations at its North American and European Spoke network, including a pause in production at its Ontario Spoke, and reduced other non-operational spending. Following these initial steps, the Company continues to assess further cost reduction opportunities, including further downsizing in operations. Based on our go-forward strategic objectives and the Cash Preservation Plan, we expect to further right-size and right-shape our organization and continue to evaluate other measures to reduce costs.

Since pausing construction at the Rochester Hub in October 2023, we have been conducting a comprehensive review of the go-forward strategy of our business. In addition, on March 26, 2024, as part of the previously disclosed ongoing comprehensive review and Cash Preservation Plan, the Company announced the strategic decision to transition from its regional management structure to a centralized model to better position the Company for future success and increase efficiencies, which resulted in certain leadership changes as well as a workforce reduction. See the section titled “Subsequent Events”. Overall, the Company expects to eliminate approximately 60 positions, representing approximately 17% of the Company’s global workforce. The Company expects to substantially complete the workforce reduction by the end of the first quarter of 2024.

The Company will continue to evaluate its executive compensation program on an annual basis and with a view to ensuring that it remains in line with the Company’s development, performance and market practice, and also ensuring that pay outcomes align with driving shareholder value.

On behalf of the Board, the Compensation Committee is responsible for the review and oversight of the Company’s executive compensation program, to ensure that it aligns with the Company’s strategic objectives and Shareholder experience. The Committee is also responsible for the succession planning of the CEO and other key employees for continuity and sustainability of the Company.

The Board has overall responsibility for the oversight of the Company’s risk management plans, policies and practices. The Compensation Committee is responsible for overseeing human resource approach, compensation policies and practices. The Compensation Committee has adopted practices that are aligned with best governance practices and serve to ensure that the compensation program does not encourage excessive risk- taking. The Company has adopted the following governance programs to assist in the management of its compensation program:

The Compensation Committee is responsible for, among other things, overseeing the compensation strategy and policies for the Company’s executive officers and directors; establishing, reviewing and reporting to the Board on all compensation elements for the Company’s executive officers; administering the Company’s equity-based and incentive-based compensation plans; and reviewing executive compensation disclosure for inclusion in the Company’s public disclosure documents, in accordance with applicable rules and regulations. The Compensation Committee annually reviews the performance of the Company’s CEO and Executive Chair and makes recommendations to the full Board regarding their compensation based on their respective performance relative to pre-established goals and objectives. For the Company’s executive officers who report to the CEO or the Executive Chair, the Compensation Committee reviews the recommendations of the CEO and the Executive Chair for their respective direct reports, and annually evaluates and makes recommendations to the full Board regarding their compensation based on their respective performance relative to pre-established goals and objectives. None of our executive officers participated in the Compensation Committee or Board discussion or approval of his or her own 2023 compensation.

Our Compensation Committee performs an annual risk assessment of our compensation programs, plans and policies to determine whether the potential risks arising from such programs are reasonably likely to have a material adverse effect on the Company. This annual risk assessment is completed having regard to feedback from Meridian, an independent compensation consulting firm. Based on this review, for Fiscal 2023, the Compensation Committee determined that our compensation policies and practices for

We strongly support Share ownership by our executives and the Board reviews our Share ownership guidelines annually. Each NEO is expected to reach a prescribed level of Share ownership within five (5) years from their date of hire or appointment based on their role. The Chief Executive Officer is expected to own Shares representing at least five times his or her annual base salary; all other NEOs are expected to own Shares representing at least two times their respective annual base salaries. In addition to Shares beneficially owned, the full value of RSUs held by an executive officer are included when determining the value of Shares held by an executive. Executive officers are expected to hold any Shares delivered up on the settlement of RSUs, and hold the post-exercise, after-tax value of any exercised options in Shares to achieve their share ownership requirement. As of December 31, 2023, all NEOs were in compliance with our Share ownership guidelines. There were three NEOs who did not meet the guidelines at the time, but they were on track to meet the requirements by the applicable deadline.

The Company has employment agreements with each of the NEOs, which provide for participation in any bonus or incentive compensation plans that are available to senior management, as well as participation in any long- term incentive programs introduced for senior management. Termination payments in these agreements may be suspended or terminated if the NEO breaches any of the restrictive covenants in the agreement. For a description of the severance benefits provided in the employment agreement, see the narrative description following the “Potential Payments upon Termination or Change in Control” section of this Proxy Statement.

Effective as of March 26, 2024, Tim Johnston ceased serving as the Company’s Executive Chair and transitioned to the role of interim non-executive Chair of the Company’s Board; Debbie Simpson ceased serving as the Chief Financial Officer of the Company; and Richard Storrie ceased serving as the Company’s Regional President, EMEA. See the section titled “Subsequent Events”.

The Compensation Committee has retained an independent compensation consultant firm, Meridian, to assist the Compensation Committee in its evaluation of the Company’s executive compensation program.

The Compensation Committee reviewed the information and advice provided by Meridian, among other factors, in making its executive compensation decisions and recommendations to the Board in respect of Fiscal 2023. The Compensation Committee ultimately makes its own recommendations and decisions on compensation matters.

The Committee reviews the independence of its compensation consultants annually. The Compensation Committee assessed the independence of Meridian with respect to its services as required by the NYSE rules that relate to the engagement of its advisors and, after consideration of all relevant factors, concluded that Meridian is independent. Meridian does not have any conflict of interest with the Company or any of its directors or executive officers.

The Compensation Committee annually reviews compensation data for companies within our “peer group” to better inform its assessment and determinations regarding the key components of the Company’s executive compensation program. In consultation with Meridian, the Compensation Committee selected the following compensation peer group for 2023:

The Company evaluates its executive compensation program on an annual basis with a view to ensure alignment to Company’s strategy and performance as well as market practices, so that pay outcomes align with shareholder experience. Compensation is benchmarked to the market median for expected level of performance and leverages the various elements of compensation to achieve the right balance of pay for performance, a foundation of our compensation framework.

The Company’s executive compensation philosophy is designed to achieve the following objectives:

The Company’s executive compensation plan includes a mix of base salary, short-term and long-term incentives, benefits, retirement savings and perquisites, as set forth in the table below:

The design of the annual cash and long-term equity incentives provides an effective and appropriate mix of incentives to help ensure performance is focused on long-term value creation and does not encourage the taking of short-term risks at the expense of long-term results.

The percentages in the charts above are based on prorated base salary (as salary adjustments were effective end of January), target long-term incentive plan awards, and target short-term incentive for Fiscal 2023.

The Company seeks to maintain base salary amounts consistent with industry norms, with flexibility to deviate in certain circumstances as appropriate. Base salaries for executive officers, including NEOs, are established based on the scope of their responsibilities, competencies and their prior relevant experience, taking into account compensation paid in the market for similar positions, the market demand for such talent and the executive’s total compensation package.

The executive officers’ base salaries were reviewed and adjusted in January 2023 considering the scope of the executive roles, the strategic impact, and contributions of the executives within those roles, and the global operating complexity of Li-Cycle relative to the peer group. The Board approved the following base salary adjustments for the NEOs, effective January 28, 2023:

The Company’s compensation program for NEOs and other executive officers includes eligibility for annual cash bonuses based on a percentage of base salary, which is designed to motivate our executive officers to meet key short-term operational and financial performance objectives.

Short-term incentives may be earned from 0% to a maximum of 150% of target value, depending on levels of achievement. The STIP targets vary by level. The annual target for the Chief Executive Officer and former Executive Chair was 120% of base salary; for the former Chief Financial Officer, the annual target was 100% of base salary; and for the former Regional President, EMEA and the General Counsel, the annual target was 70% of base salary, in each case consistent with the levels set in 2022.

Performance results are based on both company performance, as measured by the corporate scorecard and departmental performance for each named executive officer. The formula is an additive calculation and is illustrated below:

The weightings of the Corporate and Departmental components are driven by grade level and outlined in the table below.

In connection with the Company’s change in fiscal year during 2022, the Company designed the Fiscal 2023 STIP to cover both the Transition Period as well as the new financial year (from January 1, 2023 to December 31, 2023).

For the Fiscal 2023 STIP, the Company established two corporate themes to progress longer-term goals for the business. These were to execute successfully against the schedule and budget for the Rochester Hub project, and to implement and adopt certain enterprise-level planning initiatives to advance the operationalization of the business.

The Company then established four “performance pillars”, on which both corporate and individual objectives were constructed, to align with the Company’s business strategy and mission, vision and values. These were: Customers, Employees, Communities and Shareholders. The Compensation Committee approved the following objectives and weightings in connection with each of the performance pillars:

The outcomes of the Fiscal 2023 STIP for our NEOs were reviewed by the Compensation Committee, and given the Company’s financial position, including cash affordability considerations and recent share price performance, among other factors, the Board, in the best interests of the Company, exercised its discretion to make no payments with respect to the Fiscal 2023 STIP.

Equity-based awards are a variable element of compensation that enable the Company to reward its executive officers, including its NEOs, for their sustained contributions to the Company. Equity awards reward performance and continued employment by an executive officer, with associated benefits to the Company of attracting and retaining employees generally. The Company believes that options, RSUs and other equity-based compensation will provide its executive officers with a strong link to long-term corporate performance and the creation of shareholder value. The Company is considering the introduction of Performance Share Units to the mix of LTIP awards in the future.

The Compensation Committee is responsible for administering the LTIP with respect to our senior executive officers. The Compensation Committee’s independent compensation consultant assists in determining appropriate equity-based awards for the executive officers. In making recommendations regarding the size of equity grants made to our NEOs, the Compensation Committee takes in consideration, among other factors, the peer group analysis provided by the compensation consultant together with additional market data, the retentive value of the executive’s vested and unvested awards, the overall cash and equity mix among peer companies, and the projected equity compensation usage for other existing and future employees.

We apply a consistent approach in our equity award practices by granting annual equity awards to our executive officers and other employees at or around the same time each year. The Board generally meets, approves and grants annual equity awards to our executive officers and other current employees at the first meeting of the fiscal year. Grants to new employees, including potential NEOs, are typically made at the next regularly scheduled quarterly meeting following the employee’s start date. All stock options granted to our Named Executive Officers have exercise prices equal to the fair market value of our common shares on the date of grant.

Equity awards generally vest ratably over three years, in each case, subject to the executive’s continued employment on the applicable vesting date; provided that vesting may be accelerated in the event certain qualifying terminations of employment as described under “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement.

For Fiscal 2023, the LTIP target levels for the NEOs were adjusted to place a greater overall weighting on long-term and at-risk compensation in line with a recommendation by Meridian based on peer group analysis, as follows: (i) for the CEO and former Executive Chair, the target long-term equity award value was 250% of base salary; (ii) for the former CFO, the target LTIP was 200% of base salary; (iii) for the General Counsel, the target LTIP was 75% of base salary; and (iv) for the former Regional President, EMEA, the target LTIP was 60% of base salary. In Fiscal 2023, the LTIP mix for the NEOs was comprised of 50% options and 50% RSUs. While the Committee views this LTIP mix as compatible with the Company’s stage of development, the Committee intends to consider the introduction of performance-based equity awards into the LTIP mix in the future. Below is a summary of target awards for the NEOs in 2022 and 2023.

Recommendations of the Compensation Committee were put before the Board for final approval in January 2023. Details of the awards are outlined in the Summary Compensation Table.

We provide certain perquisites or other personal benefits to our executive officers as part of their compensation packages, to assist them in the performance of their duties, to enhance their efficiency and effectiveness and for recruitment, motivation, recognition and retention purposes.

Perquisites represent the value of the employer’s contribution to the employee’s group retirement savings plan, standard employee benefits coverage (such as health insurance and life insurance), and other taxable benefits (including electric vehicle allowance, on-site parking and executive medical coverage). The Company matches the employee’s contribution up to 6% of each NEO’s base salary into a group retirement savings plan, subject to statutory maximums.

In addition, in Fiscal 2023, Richard Storrie relocated to Switzerland and relocation support was provided. Details of the relocation support provided are included in the notes to the Summary Compensation Table.

This report of the Compensation Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

The STIP awards shown in the table are potential payouts under the 2023 STIP. The 2023 STIP was designed to cover both the Transition Period as well as Fiscal 2023, provided that no amounts would be earned until the end of the 2023 fiscal year. The Board determined it was in the best interests of the Company to exercise its discretion to make no payments with respect to the 2023 STIP.