Alterego Ventures 24 Corp. — AGM Information 2024

Feb 9, 2024

A-LABS CAPITAL V CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the " Meeting ") of the shareholders (each, a " Shareholder ") of A-Labs Capital V Corp. (the " Company " or " ALAB ") will be held on February 29, 2024 at the hour of 9:00 a.m. (Eastern time), at the office of Oziel Law, 77 Bloor Street West, Suite 1220, Toronto, Ontario M5S 1M2 for the following purposes:

1. to receive and consider the audited financial statements of the Company for the fiscal year ended December 31, 2023, and the report of the auditors thereon;

2. to elect the directors of the Company to hold office until the next annual meeting of the shareholders of the Company;

3. to re-appoint the auditors of the Company and to authorize the directors to fix their remuneration;

4. to approve and confirm the stock option plan of the Company;

5. to consider and, if deemed advisable, to pass, with or without variation, a special resolution to amend the articles of incorporation of the Company to change the name of the Company to "Alterego Ventures 24 Corp.", or such other similar name as the directors of the Company, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Canada Business Corporations Act ; and

6. to transact any other business as may properly be brought before the Meeting, or any adjournment or postponement thereof.

The full text of the special resolution referred to in item 5 above is attached as Exhibit A to the accompanying management information circular.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Company's transfer agent and registrar, TSX Trust Company, at Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1, by facsimile to 416-595-9593 or electronically at www.voteproxyonline.com and pursuant to any instructions contained in the proxy not later than 9:00 a.m. (Eastern time) on February 27, 2024 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

Registered Shareholders and duly appointed proxyholders will be able to attend, participate, submit questions and vote at the Meeting in person. Shareholders may access the audio of the Meeting for listening purposes by teleconference (but cannot vote) through Zoom at https://us02web.zoom.us/j/6645146591. Non-registered beneficial shareholders (being those persons who hold their shares through a broker, securities dealer, bank, trust company, custodian, nominee or similar entity) who have not duly appointed themselves as proxyholder may, at the discretion of Chairman of the Meeting, be permitted to access the audio of the Meeting by teleconference through the same Zoom link above to attend as guests. Shareholders or permitted guests accessing the Meeting via Zoom or teleconference for listening purposes will not be able to vote at the Meeting and will not be considered present at the Meeting for such purposes.

As a holder of common shares, you are entitled to attend the Meeting and to cast one vote for each common share that you own. If you are a shareholder and are unable to attend the Meeting, you will still be able to vote by completing the proxy or voting instruction form (VIF) sent to you with the notice. The accompanying management information circular explains how the voting process works. In order to be assured of a vote at the Meeting, registered shareholders must submit the proxy to the Company’s transfer agent and registrar, TSX Trust Company, at its Toronto offices no later than 9:00 a.m. (Eastern time) on February 27, 2024. If you are a non-registered beneficial shareholder, you must follow the instructions provided by your intermediary in order to vote your shares. We encourage you to vote your shares in advance of the Meeting.

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The board of directors of the Company has by resolution fixed the close of business on January 29, 2024, as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of annual and special meeting. Additional information about the Company and its financial statements are also available on the Company's profile at www.sedarplus.ca.

DATED at Toronto, Ontario, this 30[th] day of January, 2024.

ON BEHALF OF THE BOARD OF DIRECTORS OF A-LABS CAPITAL V CORP.

By: (s) "Rita Alter" Chief Executive Officer & Director

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