Acceleware Ltd. — AGM Information 2020

Apr 23, 2020

NOTICE OF MEETING

COVID-19 WARNING:

In light of the current COVID-19 pandemic, and to mitigate the risks to the health and safety of our communities, shareholders, employees and other stakeholders, we have set up a teleconference line for shareholders to call to participate in the meeting. We strongly encourage shareholders to participate via teleconference and to not attend the meeting in person. The current recommendations of Alberta’s Chief Medical Officer of Health discourage such in person gatherings and encourage people to stay home whenever possible. If you choose to attend in person, please be advised that we reserve the right to refuse entrance to the meeting to anyone who appears to be displaying symptoms associated with COVID-19. We also reserve the right to refuse entrance to the meeting to anyone if the then current recommendations or requirements of Alberta’s Chief Medical Officer of Health cannot be adequately complied with including, but not limited to, social distancing recommendations and limits on the size of gatherings.

ADVANCE VOTING BY PROXY:

We also strongly encourage shareholders to vote their common shares in advance of the meeting by submitting the enclosed proxy or voting instruction form in accordance with the instructions contained therein. Shareholders participating via teleconference will have an equal opportunity to heard at the meeting regardless of their geographic location. However, shareholders participating via teleconference will not be able to vote their shares during that teleconference as the scrutineer will not be able to verify the shareholder’s identity.

Notice is hereby given of the 2020 annual general meeting of the shareholders of Acceleware Ltd. (“ Acceleware ”). Date: May 26, 2020 Time: 3:00 p.m. (Calgary time) Teleconference: Telephone Number: 1-888-289-4573 Participant Code: 1741819 Place: The offices of Nerland Lindsey LLP, 1400, 350 – 7[th] Avenue SW, Calgary, Alberta

The purpose of the meeting is to:

1. Receive Financial Statements: Receive the audited consolidated financial statements of Acceleware for the financial year ended December 31, 2019 and the auditors' report thereon;

2. Fix Number of Directors: Fix the number of directors to be elected at the meeting at not more than six;

3. Elect Directors: Elect directors of the Corporation for the ensuing year;

4. Appoint Auditors: Appoint MNP LLP as Acceleware’s independent auditors for the ensuing year and authorize the directors to fix their remuneration;

5. Re-approve Amended Stock Option Plan: Re-approve the amended rolling 10% stock option plan of the Corporation; and

6. Other Business: Transact such other business as may properly be brought before the meeting or any adjournment thereof.

The accompanying Management Information Circular provides further details on the matters proposed to be put before the meeting.

The Board of Directors has set the close of business on April 8, 2020 as the record date for determining those shareholders entitled to receive notice of, and to vote at, the meeting. The accompanying Management Information Circular provides instructions on the various methods that an Acceleware shareholder can use to have their shares voted at the meeting including instructions regarding voting in person, by mail, by internet or by phone.

BY ORDER OF THE BOARD OF DIRECTORS “Geoff Clark” Chief Executive Officer and Director Calgary, Alberta April 8, 2020