Azure Dynamics Announces Amendments to Shareholder Rights Plan

OAK PARK, MI, June 5 -- Azure Dynamics Corporation (TSX: AZD) - ("Azure") or (the "Company"), a leading developer of innovative hybrid green technologies that address environmental and cost issues for operators of commercial vehicle fleets, today announced that, effective immediately but subject to acceptance by the Toronto Stock Exchange, it has elected to make certain minor amendments to the Company's shareholder rights plan (the "Rights Plan") which is to be placed before shareholders for their approval at the Company's upcoming annual and special meeting of shareholders to be held on June 9, 2009 (the "Meeting").

The amendments to the original Rights Plan, as described in the Company's Management Proxy Circular dated May 5, 2009 and filed on SEDAR can be summarized as follows:

  1.  The definition of "Associate" contained in the Rights Plan has been
      revised so as to no longer include any trust or estate in which a
      specified Person (as defined in the Rights Plan) has a substantial
      beneficial interest or as to which such specified Person serves as a
      trustee or in a similar capacity.

  2.  Any exchange, pursuant to Section 3.3(a) of the Rights Plan, of
      Rights (as defined in the Rights Plan) which are outstanding and not
      void under the Rights Plan following the occurrence of a Flip-in
      Event (as defined in the Rights Plan) for debt, equity or other
      securities or assets (or a combination thereof) will, under the
      amended Rights Plan, no longer be at the sole option of the board of
      directors of the Company, but will instead require the prior consent
      of the holders of Rights.

The amendments to the Rights Plan described above have been made at the request of an institutional shareholder who holds a significant number of the Company's shares and are intended to make the Rights Plan more consistent with what are considered by institutional investors to be best practices in shareholder rights plans. A copy of the amended Rights Plan will be filed on SEDAR at www.sedar.com today.

The Rights Plan, as amended, is effective immediately, but it must be ratified by shareholders of Azure within six months. Shareholders will be asked to ratify and approve the Rights Plan, as amended, at the Meeting. If ratified, the Rights Plan, as amended, will remain in effect until the close of business on the date of termination of the annual meeting of shareholders in 2012, subject to earlier termination or expiration of the Rights Plan in accordance with its terms. The Rights Plan, as amended, must be ratified by a majority of the votes cast at the Meeting by independent shareholders. If the Rights Plan, as amended, is not ratified at the Meeting, all rights issued pursuant to the Rights Plan and the Rights Plan will terminate and be null and void and of no further force and effect.