51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
GreenPower Motor Company Inc. (the "Company" or "GreenPower")
#240 - 209 Carrall Street
Vancouver, BC V6B 2J2
Item 2 Date of Material Change
August 18, 2026
Item 3 News Release
The news release dated August 18, 2026 was disseminated through TMX Newsfile .
Item 4 Summary of Material Change
Pursuant to a Securities Purchase Agreement dated November 14, 2025, as amended on June 30, 2026 (the "Agreement") for the issuance of Series A Convertible Preferred Shares (the "Financing") through a facility with an institutional investor (the "Investor"), the Company has issued the fourth tranche of 1,500 Series A Convertible Preferred Shares in a private placement for gross proceeds of US$1,425,000.
Each Series A Convertible Preferred Share is eligible to be converted into common shares in the capital of the Company (each, a "Common Share") based on a specified conversion rate equal to the quotient of 105% of the stated value of each Series A Convertible Preferred Share, plus any additional amounts owing to the Investor at the time of conversion, and 125% of the closing price of the Common Shares on NASDAQ on the day prior to the issuance of such Series A Convertible Preferred Shares.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
Pursuant to the Financing, the Company has issued the fourth tranche of 1,500 Series A Convertible Preferred Shares in the Private Placement for gross proceeds of US$1,425,000.
The Company paid Digital Offering LLC a cash commission equal to 5.0% of the aggregate gross proceeds from the sale of Series A Convertible Preferred Shares.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
None.
Item 8 Executive Officer
Fraser Atkinson, CEO, Chairman and Director, (604) 220-8048
Item 9 Date of Report
August 18, 2026