Acceleware Ltd. — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

ACCELEWARE LTD.

Computershare

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

AWLQ 000001

SAM SAMPLE

123 SAMPLES STREET

SAMPLETOWN SS X9X X9X

CANADA

Security Class

COMMON SHARES

Holder Account Number

C9999999999 IND

Voting Instruction Form ("VIF") - Annual General Meeting to be held on Thursday, May 22, 2025

This VIF is solicited by and on behalf of Management.

Notes

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this VIF. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
3. This VIF should be signed in the exact manner as the name(s) appear(s) on the VIF.
4. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed to the holder by Management.
5. The securities represented by this VIF will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees listed on the reverse, this VIF will be voted as recommended by Management.
6. The securities represented by this VIF will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This VIF confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
8. This VIF should be read in conjunction with the accompanying documentation provided by Management.

Fold

VIFs submitted must be received by 2:30 pm, MDT, on Tuesday, May 20, 2025.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

AWLQ_PRX2_373474/000001/000001/1

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+

SAM SAMPLE

C9999999999

IND PR?

+

Appointment of Proxyholder

I/We being holder(s) of securities of Accelware Ltd. (the "Corporation") hereby appoint: Geoff Clark, Chief Executive Officer and a director of the Corporation, or failing this person, Michal Okoniewski, Chief Scientific Officer and a director of the Corporation (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

or	or	or

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General Meeting of shareholders of the Corporation to be held at Accelware Ltd., 435 10th Avenue SE, Calgary, AB T2G 0W3 on Thursday, May 22, 2025 at 2:30 pm, MDT and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	Against
1. Number of Directors	☐	☐
The fixing of the number of directors of the Corporation at six (6).

1. Election of Directors - As nominated by management of the Corporation in the accompanying information circular dated April 21, 2025 prepared for the purpose of the Meeting ("Information Circular").

	For	Withhold		For	Withhold		For	Withhold
01. Geoff Clark	☐	☐	02. Michal Okoniewski	☐	☐	03. Bohdan Romaniuk	☐	☐
04. Peter Neweduk	☐	☐	05. Caralyn Bennett	☐	☐	06. Jim Boucher	☐	☐
							For	Withhold

1. Appointment of Auditors

The appointment of MNP LLP, as auditors of the Corporation for the ensuing year and authorizing the Board of Directors of the Corporation to fix the auditor's remuneration.

For	Against

1. Approve Stock Option Plan

Approve the Corporation's rolling 10% stock option plan.

Signature of Proxyholder		Signature(s)	Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.		DD / MM / YY
		Signing Capacity

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

A W L Q

373474

2 P D I Z

A R 1

99999

+

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ACCELEWARE LTD.

Computershare

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

AWLQ 000002

SAM SAMPLE

123 SAMPLES STREET

SAMPLETOWN SS X9X X9X

AUSTRALIA

Security Class

COMMON SHARES

Holder Account Number

C9999999999 IND

Voting Instruction Form ("VIF") - Annual General Meeting to be held on Thursday, May 22, 2025

This VIF is solicited by and on behalf of Management.

Notes

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this VIF. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
3. This VIF should be signed in the exact manner as the name(s) appear(s) on the VIF.
4. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed to the holder by Management.
5. The securities represented by this VIF will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees listed on the reverse, this VIF will be voted as recommended by Management.
6. The securities represented by this VIF will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This VIF confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
8. This VIF should be read in conjunction with the accompanying documentation provided by Management.

Fold

VIFs submitted must be received by 2:30 pm, MDT, on Tuesday, May 20, 2025.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

312-588-4290 Direct Dial

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 23456 78901 23456

AWLQ_PRX2_373474/000002/000002/1

---

+

SAM SAMPLE

C9999999999

IND PR?

+

Appointment of Proxyholder

I/We being holder(s) of securities of Accelware Ltd. (the "Corporation") hereby appoint: Geoff Clark, Chief Executive Officer and a director of the Corporation, or failing this person, Michal Okoniewski, Chief Scientific Officer and a director of the Corporation (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

or	or	or

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General Meeting of shareholders of the Corporation to be held at Accelware Ltd., 435 10th Avenue SE, Calgary, AB T2G 0W3 on Thursday, May 22, 2025 at 2:30 pm, MDT and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	Against
1. Number of Directors	☐	☐
The fixing of the number of directors of the Corporation at six (6).

1. Election of Directors - As nominated by management of the Corporation in the accompanying information circular dated April 21, 2025 prepared for the purpose of the Meeting ("Information Circular").

	For	Withhold		For	Withhold		For	Withhold
01. Geoff Clark	☐	☐	02. Michal Okoniewski	☐	☐	03. Bohdan Romaniuk	☐	☐
04. Peter Neweduk	☐	☐	05. Caralyn Bennett	☐	☐	06. Jim Boucher	☐	☐
							For	Withhold

1. Appointment of Auditors

The appointment of MNP LLP, as auditors of the Corporation for the ensuing year and authorizing the Board of Directors of the Corporation to fix the auditor's remuneration.

For	Against

1. Approve Stock Option Plan

Approve the Corporation's rolling 10% stock option plan.

Signature of Proxyholder		Signature(s)	Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.		DD / MM / YY
		Signing Capacity

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

A W L Q

373474

2 P D I Z

A R 1

99999

+