ALUUJA COMPOSITES

ALUULA COMPOSITES INC.

300 - 4240 Glanford Ave Victoria, BC V8Z 4B8

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual and special general meeting of shareholders (the "Meeting") of Aluula Composites Inc. (the "Company") will be held at #300 - 4240 Glanford Avenue, Victoria, British Columbia, on Friday, April 24, 2026 at 9:00 a.m. (Pacific time) for the following purposes:

to receive the audited annual consolidated financial statements of the Company for the financial year ended October 31, 2025, together with the auditors' report thereon;
to fix the number of directors of the Company at seven (7) for the ensuing year;
to elect directors for the ensuing year;
to appoint Kingston Ross Pasnak LLP, Chartered Professional Accountants, as auditors for the Company for the ensuing year and to authorize the directors of the Company to fix the auditors remuneration for the ensuing year;
to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution to re-approve the rolling 10% stock option plan, as more particularly described in the accompanying management information circular (the "Information Circular"); and
to transact any other business which may properly come before the Meeting, or any adjournment or postponement thereof.

Accompanying this notice of meeting is the Information Circular, a form of proxy ("Proxy") or Voting Instruction Form ("VIF"), and a form whereby shareholders can request to be added to the Company's supplemental mailing list. The Information Circular provides more detailed information relating to the matters to be addressed at the Meeting, and forms part of this Notice.

The board of directors have fixed the close of business on March 18, 2026 as the record date for determining the shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof. A shareholder entitled to vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his/her stead. If you are unable to attend the Meeting in person, please date, execute, and return the enclosed form of Proxy or VIF in accordance with the instructions set out in the notes to the Proxy or VIF and any accompanying information from your intermediary.

DATED at Vancouver, British Columbia, this 24th day of March, 2026.

ON BEHALF OF THE BOARD OF DIRECTORS OF ALUULA COMPOSITES INC.

By: (signed) "Peter Gustavson"
Peter Gustavson
Director & Chairman of the Board

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

ALUUJA COMPOSITES

ALUULA COMPOSITES INC.

300 - 4240 Glanford Ave Victoria, BC V8Z 4B8

MANAGEMENT INFORMATION CIRCULAR

as at March 18, 2026

This management information circular (“Information Circular”) is furnished in connection with the solicitation of proxies by management of Aluula Composites Inc. (the “Company”) for use at the annual and special general meeting (the “Meeting”) of shareholders of the Company (the “Shareholders”) to be held on April 24, 2026 and any adjournment or postponement thereof, for the purposes set forth in the attached notice of Meeting. Except where otherwise indicated, the information contained herein is stated as of March 18, 2026.

In this Information Circular, references to the “Company” and “we” refer to Aluula Composites Inc. “Common Shares” means common shares without par value in the capital of the Company. “Registered Shareholders” means Shareholders whose names appear on the records of the Company as the registered holders of Common Shares. “Non-Registered Shareholders” means Shareholders who do not hold Common Shares in their own name. “Intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Non-Registered Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged to send meeting materials directly to Registered Shareholders, as well as Non-Registered Shareholders who have consented to their ownership information being disclosed by the Intermediary holding the Common Shares on their behalf (non-objecting beneficial owners). We have not arranged for Intermediaries to forward the meeting materials to Non-Registered Shareholders who have objected to their ownership information being disclosed by the Intermediary holding the Common Shares on their behalf (objecting beneficial owners) under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”). As a result, objecting beneficial owners will not receive the Information Circular and associated meeting materials unless their Intermediary assumes the costs of delivery.

Appointment and Revocation of Proxies

The individuals named in the accompanying form of proxy (the “Proxy”) are officers or directors of the Company, or solicitors for the Company. If you are a Registered Shareholder, you have the right to attend the Meeting or vote by proxy and to appoint a person or company other than the person designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of Proxy.

If you are a Registered Shareholder you may wish to vote by proxy whether or not you are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by completing, dating and signing the enclosed form of proxy and returning it to the Company’s transfer agent, Odyssey Trust Company (“Odyssey”), in accordance with the instructions on the Proxy.

In all cases you should ensure that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.

Registered Shareholders electing to submit a Proxy may do so by:

(i) Email: emailing to [email protected];

(ii) Internet: voting online at https://login.odysseytrust.com/pxlogin and click on VOTE. Following the instructions provided in the Proxy. You will require the CONTROL NUMBER printed with your address to the right on your proxy form. If you vote by Internet, do not mail this proxy;

(iii) Mail: completing, dating and signing the enclosed Proxy and returning it to the Company’s transfer agent, Odyssey, by mail or hand delivery at Odyssey Trust Company, Attn: Proxy Department, Suite 1100, 67 Yonge St., Toronto, ON M5E 1J8; or

(iv) Fax: faxing to Odyssey, to the attention of the Proxy Department at 1-800-517-4553 (toll free within Canada and the U.S.) or 416-263-9524 (international).

Every Proxy may be revoked by an instrument in writing:

(i) executed by the Registered Shareholder or by his/her attorney authorized in writing or, where the Registered Shareholder is a company, by a duly authorized officer or attorney of the company; and

(ii) delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, at which the Proxy is to be used, or to the chairman of the Meeting on the day of the Meeting or any adjournment thereof,

or in any other manner provided by law.

Only Registered Shareholders have the right to revoke a Proxy. Non-Registered Shareholders who wish to change their vote must arrange for their respective Intermediaries to revoke the Proxy on their behalf. If you are a Non-Registered Shareholder, see “Voting by Non-Registered Shareholders” below for further information on how to vote your Common Shares.

Exercise of Discretion by Proxyholder

If you vote by proxy, the persons named in the Proxy (the “Proxyholder”) will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

(i) each matter or group of matters identified therein for which a choice is not specified,

(ii) any amendment to or variation of any matter identified therein,

(iii) any other matter that properly comes before the Meeting, and

(iv) the exercise of discretion of the Proxyholder.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter. Management is not currently aware of any other matters that could come before the Meeting.

Voting by Non-Registered Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Non-Registered Shareholders should note that the only Proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders.

If Common Shares are listed in an account statement provided to a Shareholder by an Intermediary, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s Intermediary or an agent of that Intermediary. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. (the registration name for the Depository Trust Company, which acts as nominee for many U.S. brokerage firms), and in Canada, under the name of CDS & Co. (the registration name for the Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

If you have consented to disclosure of your ownership information, you will receive a request for voting instructions from the Company (through Odyssey). If you have declined to disclose your ownership information, you may receive a request for voting instructions from your Intermediary if they have assumed the cost of delivering the Information Circular and associated meeting materials. Every Intermediary has its own mailing procedures and provides its own return instructions to clients. However, most Intermediaries now delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada.

If you are a Non-Registered Shareholder, you should carefully follow the instructions on the voting instruction form received from Odyssey or Broadridge in order to ensure that your Common Shares are voted at the Meeting. The voting instruction form supplied to you will be similar to the Proxy provided to the Registered Shareholders by the Company. However, its purpose is limited to instructing the Intermediary on how to vote on your behalf.

The voting instruction form sent by Odyssey or Broadridge will name the same persons as the Company’s proxy to represent you at the Meeting. Although as a Non-Registered Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your Intermediary, you, or a person designated by you (who need not be a Shareholder), may attend at the Meeting as Proxyholder for your Intermediary and vote your Common Shares in that capacity. To exercise this right to attend the meeting or appoint a Proxyholder of your own choosing, you should insert your own name or the name of the desired representative in the blank space provided in the voting instruction form. Alternatively, you may provide other written instructions requesting that you or your desired representative attend the Meeting as Proxyholder for your Intermediary. The completed voting instruction form or other written instructions must then be returned in accordance with the instructions on the form.

If you receive a voting instruction form from Odyssey or Broadridge, you cannot use it to vote Common Shares directly at the Meeting – the voting instruction form must be completed as described above and returned in accordance with its instructions well in advance of the Meeting in order to have the Common Shares voted.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as disclosed herein, no person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting other than the election of directors and as set out herein. For the purpose of this paragraph, “person” shall include each person: (a) who has been a director, senior officer or insider of the Company at any time since the commencement of the Company’s last financial year; (b) who is a proposed nominee for election as a director of the Company; or (c) who is an associate or affiliate of a person included in subparagraphs (a) or (b).

RECORD DATE AND QUORUM

The board of directors (the “Board”) of the Company has fixed the record date for the Meeting as the close of business on March 18, 2026 (the “Record Date”). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote their Common Shares at the Meeting, except to the extent that any such Shareholder transfers any Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not less than ten (10) days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, in which case, only such transferee shall be entitled to vote such Common Shares at the Meeting.

Under the Company’s Articles, the quorum for the transaction of business at a meeting of Shareholders is one person who is a shareholder, or who is otherwise permitted to vote shares of the Company at a meeting of shareholders, present in person or by proxy.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

On the Record Date, there were 30,865,070 Common Shares issued and outstanding, with each Common Share carrying the right to one vote. Only Shareholders of record at the close of business on the Record Date will be entitled to vote in person or by Proxy at the Meeting or any adjournment thereof.

To the knowledge of the directors and executive officers of the Company, the beneficial owners or persons exercising control or direction over Common Shares carrying 10% or more of the outstanding voting rights are:

Name	Number of Common Shares^{(1)}	Approximate % of Total Issued
Richard Myerscough^{(2)}	5,645,256^{(3)}	18.29%
Peter Berrang^{(4)}	3,405,420^{(5)}	11.03%

Notes:
(1) The above information was derived from the shareholder list maintained by the Company’s registrar and transfer agent, or from insider and beneficial ownership reports available at www.sedi.com and www.sedarplus.ca.
(2) Richard Myerscough is a director of the Company.
(3) 5,083,509 Common Shares held through Winston Ventures Inc. and 545,000 Common Shares held through 1485963 BC Ltd., both of which are companies controlled by Richard Myerscough, a director of the Company.
(4) Mr. Berrang ceased to be a director of the Company effective March 17, 2026.
(5) 1,531,460 Common Shares held through Epic Venture Inc. and 1,873,960 Common Shares held through Neo Ventures Inc.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Company’s directors, the only matters to be placed before the Meeting are those set forth in the accompanying notice of Meeting and more particularly discussed below.

ITEM 1. Fixing the Number of Directors and Election of Directors

The Company proposes to fix the number of directors of the Company at seven (7) and to nominate the persons listed below for election as directors. Each director will hold office until the next annual general meeting of the Company or until their successor is elected or appointed, unless their office is earlier vacated. Management does not contemplate that any of the nominees will be unable to serve as a director. If, prior to the Meeting, any vacancies occur in the slate of nominees herein listed, it is intended that discretionary authority shall be exercised by the person named in the Proxy as nominee to vote the Common Shares represented by Proxy for the election of any other person or persons as directors.

Pursuant to the advance notice provisions contained in the Company’s Articles (the “Advance Notice Provisions”), the Board has determined that notice of nominations of persons for election to the Board at the Meeting must be made following the requirements of such Advance Notice Provisions. As of the date of this Information Circular, the Company has not received notice of a nomination in compliance with the Articles and, subject to the timely receipt of any such nomination, any nominations other than nominations by or at the direction of the Board or an authorized officer of the Company will be disregarded at the Meeting.

The following table sets out the names of the management nominees; their positions and offices in the Company; principal occupations; the period of time that they have been directors of the Company; and the number of Common Shares which each beneficially owns or over which control or direction is exercised.

Name, Residence and Present Position within the Company	Director Since	Number of Common Shares Beneficially Owned, Directly or Indirectly, or Over Which Control or Discretion is Exercised^{(1)}	Principal Occupation^{(1)}
Briony Bayer^{(2)}
British Columbia, Canada
Director	February 24, 2021	51,361	CFO of Gustavson Capital Corporation and former CFO of the Company.

Name, Residence and Present Position within the Company	Director Since	Number of Common Shares Beneficially Owned, Directly or Indirectly, or Over Which Control or Discretion is Exercised^{(1)}	Principal Occupation^{(1)}
Sage Berryman
British Columbia, Canada
Director	July 9, 2025	125,000	CEO of the Company and CEO of Prosperity Pollinators Management Inc.
Dr. Hannes Blum^{(3)(4)}
British Columbia, Canada
Director	April 1, 2021	191,600	Partner at Acton Capital Partners and owner at Blum Management Consulting Inc.
Christophe Dardel^{(5)}
Maastricht, Netherlands
Director	March 17, 2026	Nil	Director of Strategic Partnerships AFYREN and previously CEO of EnobraQ
Peter Gustavson^{(2)(4)}
British Columbia, Canada
Director	April 1, 2021	789,858	Director and CEO of Gustavson Capital Corporation.
Richard Myerscough
British Columbia, Canada
Director	April 14, 2023	5,645,256	Director and Founder of the Company.
Jeremy South^{(2)(3)(4)}
British Columbia, Canada
Director	April 1, 2021	191,600	Managing Partner at SouthPac Partners.

Notes:
(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of management of the Company and has been furnished by the respective nominees. Unless otherwise stated above, any nominees named above have held the principal occupation or employment indicated for at least the five preceding years.
(2) Member of the audit committee of the Company.
(3) Member of the compensation committee of the Company.
(4) Member of the governance committee of the Company.
(5) Mr. Dardel was appointed as a Director of the Company effective March 17, 2026.

Except as otherwise disclosed herein, to the knowledge of the Company, no proposed director of the Company is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or
(b) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

For the purposes of subsection (a) above, "order" means:

(i) a cease trade order;
(ii) an order similar to a cease trade order; or an order that denied the relevant company access to any exemption under securities legislation; that was in effect for more than 30 consecutive days.

Except as otherwise disclosed herein, to the knowledge of the Company, no proposed director of the Company:

(a) is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in the that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or

instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

(b) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director or executive officer;

(c) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(d) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Mr. Gustavson was a director and officer of EncoreFX Inc. (“EFX”) and a director of EFX’s subsidiaries from each entity’s respective date of incorporation to March 2020. Ms. Bayer was an officer of EFX and EFX’s subsidiaries from incorporation to March 2020. On March 30, 2020, EFX was assigned into bankruptcy under the Bankruptcy and Insolvency Act (Canada) (“BIA”) while its subsidiaries in Australia and New Zealand were placed into voluntary administration. Ernst & Young (“EY”) was appointed as EFX’s trustee under the BIA and EY was also appointed as liquidator to EFX’s subsidiaries in both Australia and New Zealand. On March 30, 2021, the Supreme Court of British Columbia pronounced an Order which converted EFX’s bankruptcy proceedings to proceedings under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) and appointed EY as Monitor of EFX. The CCAA proceedings were terminated on November 2, 2022, and the BIA was annulled on January 10, 2023.

Mr. South became a director of Ascent Industries Corp. (“Ascent”) on June 25, 2019. Prior to his appointment as director, on March 1, 2019 the Supreme Court of British Columbia issued an order granting Ascent’s application for creditor protection under the CCAA. The CCAA proceedings were completed in May 2020.

Proxies received in favour of management will be voted in favour of the resolution to fix the number of directors of the Company at seven (7) for the ensuing year and will be voted in favour of the resolution to appoint the directors of the Company for the ensuing year, unless the Shareholder has otherwise specified in their Proxy.

ITEM 2. Appointment and Remuneration of Auditor

The Board recommends that Shareholders vote to appoint Kingston Ross Pasnak LLP, Chartered Professional Accountants (“KRP”) of Suite 1500, 9888 Jasper Avenue NW, Edmonton, Alberta, as auditor of the Company for the ensuing year and to authorize the directors to fix the auditors remuneration for the ensuing year. KRP was first appointed as auditor of the Company on May 1, 2023.

Proxies received in favour of management will be voted in favour of the resolution to appoint KRP as auditors of the Company for the ensuing year and will be voted in favour of the resolution to authorize the directors to fix the auditors remuneration for the ensuing year, unless the Shareholder has otherwise specified in their Proxy.

ITEM 3. Re-Approval of Rolling 10% Stock Option Plan

At the Meeting, Shareholders will be asked to re-approve the Company’s 2024 rolling 10% stock option plan (the “Plan”). The purpose of the Plan is to provide an incentive to directors, employees and consultants of the Company to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company.

The following summary of the material terms of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan. Shareholders may obtain a copy of the Plan from the Company prior to the Meeting on written request.

Eligible Participants. Options may be granted under the Plan to bona fide directors and senior officers of the Company or its subsidiaries, management company employees (collectively, the "Directors"), employees of the Company or its subsidiaries (collectively, the "Employees") or consultants of the Company or its subsidiaries (collectively, the "Consultants"). The Board, in its discretion, determines which of the Directors, Employees or Consultants will be awarded options under the Plan.

Number of Shares Reserved. The number of Common Shares which may be issued pursuant to options granted under the Plan may not exceed 10% of the issued and outstanding Common Shares at the date of granting of options. Options that are exercised, cancelled or expire prior to exercise continue to be issuable under the Plan.

Limitations. Under the Plan, the aggregate number of options granted to any one person (including companies wholly-owned by that person) in a 12-month period must not exceed 5% of the issued and outstanding Common Shares of the Company, calculated on the date the option is granted. The aggregate number of options granted to any one Consultant in a 12-month period must not exceed 2% of the issued and outstanding Common Shares of the Company, calculated at the date the option is granted. The aggregate number of options granted to all persons retained to provide investor relations services to the Company (including Consultants and Employees or Directors whose role and duties primarily consist of providing investor relations services) must not exceed 2% of the issued and outstanding Common Shares of the Company in any 12-month period, calculated at the date an option is granted to any such person. Disinterested shareholder approval will be required for any grant of options which will result in the number of options granted to Insiders (as defined in the Securities Act (British Columbia)) as a group at any point in time or within a 12 month period exceeding 10% of the issued and outstanding Common Shares of the Company.

Exercise Price. The exercise price of options granted under the Plan is determined by the Board, provided that it is not less than the discounted market price, as that term is defined in the TSX Venture Exchange (the "Exchange") policy manual, or such other minimum price as is permitted by the Exchange in accordance with the policies in effect at the time of the grant, or, if the Common Shares are no longer listed on the Exchange, then such other exchange or quotation system on which the Common Shares are listed or quoted for trading. The exercise price of stock options granted to Insiders may not be decreased without disinterested Shareholder approval at the time of the proposed amendment.

Term of Options. Subject to the termination and change of control provisions noted below, the term of any options granted under the Plan is determined by the Board and may not exceed ten (10) years from the date of grant. Disinterested Shareholder approval will be required for any extension to stock options granted to individuals that are Insiders at the time of the proposed amendment.

Vesting. All options granted pursuant to the Plan will be subject to such vesting requirements as may be prescribed by the Exchange, if applicable, or as may be imposed by the Board. Options issued to persons retained to provide investor relations activities must vest in stages over 12 months with no more than one-quarter of the options vesting in any three month period. In the event of a Change of Control, as defined in the Plan, all unvested options will vest immediately. Even in the event of a Change of Control, the acceleration of Options granted to investor relations service providers is subject to prior Exchange approval.

Dividend Entitlement. The Plan does not include any dividend entitlement to participants. If participants were entitled to receive options in lieu of dividends declared by the Company, and if the Company did not have sufficient unallocated options available to satisfy the obligation, then the Company may settle those entitlements with cash.

Termination. Any options granted pursuant to the Plan will terminate upon the earliest of:

(e) on such other date as fixed by the Board, provided that the date is no more than one year from the Cessation Date, if the Cessation Date is as a result of a reason other than death, disability or cause.

Exercise of Options. The exercise price of an option must be paid in cash, other than as described below as determined by the Board:

(a) Cashless Exercise. The Company may make an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to an optionee to purchase the Common Shares issuable upon exercise of their options. The brokerage firm would then sell a sufficient number of Common Shares to cover the exercise price of the options in order to repay the loan made to the optionee. The brokerage firm would then receive an equivalent number of Common Shares from the exercise of the options and the optionee would then receive the balance of the Common Shares or the cash proceeds from the balance of such Common Shares.

(b) Net Exercise. The Company may accept the exercise of options by optionees other than those who provide investor relations services without the optionee making any cash payment so the Company does not receive any cash from the exercise of the subject options, and instead the optionee receives only the number of Common Shares that is the equal to the quotient obtained by dividing:

(i) the product of the number of options being exercised multiplied by the difference between the volume weighted average price (“VWAP”) of the Common Shares and the exercise price of the options; by

(ii) the VWAP of the Common Shares.

Adjustments. Any adjustment to stock options granted or issued (except in relation to a consolidation or share split) will be subject to the prior acceptance of the Exchange.

Disinterested Shareholder approval will be sought in respect of any material amendment to the Plan. The proposed Plan is subject to Exchange acceptance and if the Exchange finds the disclosure to Shareholders to be inadequate, Shareholder approval may not be accepted by the Exchange.

Shareholders will be asked at the Meeting to approve, with or without variation, the following ordinary resolution:

“BE IT RESOLVED THAT:

(a) the Company’s 2024 rolling 10% stock option plan (the “Plan”) is hereby confirmed and approved, and in connection therewith a maximum of 10% of the issued and outstanding common shares at the time of each grant be approved for granting as options;

(b) the board of directors of the Company be authorized in its absolute discretion to administer the Plan, and amend or modify the Plan in accordance with its terms and conditions and with the policies of the TSX Venture Exchange; and

(c) any director or officer of the Company be authorized and directed to do all acts and things and to execute and deliver all documents required, as in the opinion of such director or officer may be necessary or appropriate in order to give effect to this resolution.”

A copy of the Plan is available at the records office of the Company at Suite 3000, 1055 Dunsmuir Street, Vancouver, British Columbia, Canada until the business day immediately preceding the date of the Meeting, and a copy will also be made available at the Meeting.

Proxies received in favour of management will be voted in favour of the resolution to re-approve the Plan, unless the Shareholder has otherwise specified in their Proxy.

OTHER BUSINESS

As of the date of this Information Circular, management of the Company knows of no other matters to be acted upon at the Meeting. However, should any other matters properly come before the Meeting, the Common Shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the Common Shares represented by the Proxy.

STATEMENT OF EXECUTIVE COMPENSATION

The following information is provided in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation - Venture Issuers.

Except where otherwise indicated, the information contained herein is stated as of October 31, 2025. All monetary amounts herein are expressed in Canadian Dollars ("$") unless otherwise stated.

For the purposes set out below, a “Named Executive Officer” or “NEO” means each of the following individuals:

“CEO” means the Company’s chief executive officer;

“CFO” means the Company’s chief financial officer;

“Named Executive Officer” or “NEO” means:

(a) the CEO and each individual who, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer;

(b) the CFO and each individual who, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer;

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer, other than the CEO and the CFO at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

During the financial year ended October 31, 2025, the Company had three NEOs, namely: Sage Berryman, CEO from March 25, 2024 to the date hereof; Briony Bayer, CFO from October 23, 2023 to October 31, 2025; and Tyler Cuthbert, Chief Scientific Officer (“CSO”) from November 15, 2024 to the date hereof.

Director and Named Executive Officer Compensation

The following table is a summary of compensation awarded to, earned by, paid to, or payable to each director and NEO of the Company for the two most recently completed financial years.

Table of compensation excluding compensation securities
Name and position	Year end	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Sage Berryman^{(1)}
CEO and Director	2025
2024	303,600
203,550	50,000
58,500	Nil
Nil	Nil
Nil	Nil
Nil	353,600
262,050

Table of compensation excluding compensation securities
Name and position	Year end	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Dr. Tyler Cuthbert^{(2)}
CSO	2025
2024	157,450
N/A	18,971
N/A	Nil
N/A	Nil
N/A	Nil
N/A	176,421
N/A
Briony Bayer^{(3)}
Director and former CFO and former Corporate Secretary	2025
2024	125,350
244,890	Nil
18,689	Nil
Nil	Nil
Nil	Nil
Nil	125,350
263,579
Peter Berrang^{(4)}
Former Director	2025
2024	Nil
Nil	Nil
Nil	10,000
10,000	Nil
Nil	Nil
Nil	10,000
10,000
Dr. Hannes Blum
Director	2025
2024	Nil
Nil	Nil
Nil	12,500
11,774	Nil
Nil	Nil
Nil	12,500
11,774
Peter Gustavson
Director and Chairman	2025
2024	Nil
Nil	Nil
Nil	17,500
17,500	Nil
Nil	Nil
Nil	17,500
17,500
Richard Myerscough^{(5)}
Director and former CEO	2025
2024	Nil
80,000	Nil
Nil	10,000
5,014	Nil
Nil	Nil
172,410	10,000
257,424
Jeremy South
Director	2025
2024	Nil
Nil	Nil
Nil	12,500
12,500	Nil
Nil	Nil
Nil	12,500
12,500

Notes:
(1) Ms. Berryman was appointed as President of the Company effective February 12, 2024, and as CEO of the Company effective March 25, 2024. Ms. Berryman’s compensation is paid to Prosperity Pollinators Management Inc., a company owned and controlled by Ms. Berryman. Ms. Berryman received compensation in the amount of $303,600 for acting as CEO of the Company and $Nil for acting as a director of the Company.
(2) Dr. Cuthbert was appointed CSO of the Company effective November 15, 2024.
(3) Ms. Bayer ceased to be CFO and Corporate Secretary of the Company effective October 31, 2025. In the fiscal year ended October 31, 2025, Ms. Bayer received compensation in the amount of $125,350 for acting as CFO of the Company and $Nil for acting as a director of the Company.
(4) Mr. Berrang ceased to be a Director of the Company effective March 17, 2026.
(5) In the fiscal year ended October 31, 2024, Mr. Myerscough received compensation in the amount of $80,000 for acting as CEO and CIO of the Company and $5,014 for acting as a director of the Company. Mr. Myerscough ceased to act as the CEO of the Company effective as of March 25, 2024 and ceased to act as CIO of the Company effective April 30, 2024. The value of all other compensation of $172,410 primarily includes amounts paid or payable to Mr. Myerscough for notice provided as outlined in his employment agreement.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each director and NEO by the Company in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company, and outstanding compensation securities held by each director and NEO.

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class (1)	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Sage Berryman(2)CEO and Director	Stock Options	1,050,000 47.4%	May 13/25	0.61	0.61	3.60	May 13/30
Dr. Tyler Cuthbert(3)CSO	Stock options	250,000 11.3%	May 13/25	0.61	0.61	3.60	May 13/30
Briony Bayer(4)Director and former CFO and former Corporate Secretary	Stock Options	50,000 2.3%	May 13/25	0.61	0.61	3.60	May 13/30
Peter Berrang(5)Former Director	Stock Options	49,519 15,963 3.0%	May 13/25 June 12/25	0.61 0.65	0.61 0.70	3.60 3.60	May 13/30 June 12/30
Dr. Hannes Blum(6)Director	Stock Options	13,932 4,491 0.8%	May 13/25 June 12/25	0.61 0.65	0.61 0.70	3.60 3.60	May 13/30 June 12/30
Peter Gustavson(7)Director and Chairman	Stock Options	13,932 4,491 0.8%	May 13/25 June 12/25	0.61 0.65	0.61 0.70	3.60 3.60	May 13/30 June 12/30
Richard Myerscough(8)Director, former CEO	Stock Options	63,445 20,452 3.8%	May 13/25 June 12/25	0.61 0.65	0.61 0.70	3.60 3.60	May 13/30 June 12/30
Jeremy South(9)Director	Stock Options	13,932 4,491 0.8%	May 13/25 June 12/25	0.61 0.65	0.61 0.70	3.60 3.60	May 13/30 June 12/30

Notes:
(1) Percentage of class is based on 2,214,589 total stock options issued and outstanding, on a post-consolidation basis, at October 31, 2025.
(2) As at October 31, 2025, Ms. Berryman held a total of 1,050,000 stock options.
(3) As at October 31, 2025, Dr. Cuthbert held a total of 250,000 stock options.
(4) As at October 31, 2025, Ms. Bayer held a total of 50,000 stock options.
(5) As at October 31, 2025, Mr. Berrang held a total of 65,482 stock options.
(6) As at October 31, 2025, Dr. Blum held a total of 18,423 stock options.
(7) As at October 31, 2025, Mr. Gustavson held a total of 18,423 stock options.
(8) As at October 31, 2025, Mr. Myerscough held a total of 83,897 stock options.
(9) As at October 31, 2025, Mr. South held a total of 18,423 stock options.

Compensation security modification during the most recently completed financial year

During the year ended October 31, 2025, the Company cancelled and replaced previously granted stock options to certain NEOs and directors. The reason for these modifications was to better align exercise price with the market price at the time of modification which had experienced a decline following the Company's completion of a rights offering earlier in the fiscal 2025 year. The following table details these modifications:

Name and position	Number of stock options cancelled and date of cancellation	Original exercise price ($)	Original expiry date	Number of replacement stock options and grant date	Exercise price of replacement stock options
Sage Berryman
CEO and Director	525,000
June 10/25	2.70	February 12/29	525,000
May 13/25	0.61	May 13/30
Dr Tyler Cuthbert
CSO	5,000
June 10/25	2.60	June 21/29	May 13/25	0.61	May 13/30
Briony Bayer
Director and former CFO and former Corporate Secretary	20,833
25,000
June 10/25	2.00
2.70	October 12/26
February 12/29	48,833
May 13/25	0.61	May 13/30
Peter Berrang
Former Director	74,045
July 11/25	2.40	April 14/28	49,519
May 13/25
15,963
June 12/30	0.61
0.65	May 13/30
June 12/30
Dr. Hannes Blum
Director	20,833
July 11/25	2.00	October 12/26	13,932
May 13/25
4,491
June 12/25	0.61
0.65	May 13/30
June 12/30
Peter Gustavson
Director and Chairman	20,834
July 11/25	2.00	October 12/26	13,932
May 13/25
4,491
June 12/25	0.61
0.65	May 13/30
June 12/30
Richard Myerscough
Director, former CEO	94,866
July 11/25	2.40	April 14/28	13,932
May 13/25
4,491
June 12/25	0.61
0.65	May 13/30
June 12/30
Jeremy South
Director	20,833
July 11/25	2.00	October 12/26	13,932
May 13/25
4,491
June 12/25	0.61
0.65	May 13/30
June 12/30

No compensation securities were exercised by the directors or NEOs during the most recently completed financial year.

Stock option plans and other incentive plans

The Company currently has in place a 10% rolling stock option plan (the “Plan”) that was approved by shareholders of the Company on April 26, 2024 and re-approved on July 9, 2025. The principal terms of the Plan are as follows:

Eligible Participants. Options may be granted under the Plan to bona fide directors and senior officers of the Company or its subsidiaries, management company employees (collectively, the “Directors”), employees of the Company or its subsidiaries (collectively, the “Employees”) or consultants of the Company or its subsidiaries (collectively, the “Consultants”). The Board, in its discretion, determines which of the Directors, Employees or Consultants will be awarded options under the Plan

Number of Shares Reserved. The number of common shares which may be issued pursuant to options granted under the Plan may not exceed 10% of the issued and outstanding common shares at the date of granting of options. Options that are exercised, cancelled or expire prior to exercise continue to be issuable under the Plan.

Limitations. Under the Plan, the aggregate number of options granted to any one person (including companies wholly-owned by that person) in a 12-month period must not exceed 5% of the issued and outstanding common shares of the Company, calculated on the date the option is granted. The aggregate number of options granted to any one Consultant in a 12-month period must not exceed 2% of the issued and outstanding common shares of the Company, calculated at the date the option is granted. The aggregate number of options granted to all persons retained to provide investor relations services to the Company (including Consultants and Employees or Directors whose role and duties primarily consist of providing investor relations services) must not exceed 2% of the issued and outstanding common shares of the Company in any 12-month period, calculated at the date an option is granted to any such person. Disinterested shareholder approval will be required for any grant of options which will result in the number of options granted to Insiders (as defined in the Securities Act (British Columbia)) as a group at any point in time or within a 12-month period exceeding 10% of the issued and outstanding common shares of the Company.

Exercise Price. The exercise price of options granted under the Plan is determined by the Board, provided that it is not less than the discounted market price, as that term is defined in the Exchange policy manual, or such other minimum price as is permitted by the Exchange in accordance with the policies in effect at the time of the grant, or, if the common shares are no longer listed on the Exchange, then such other exchange or quotation system on which the common shares are listed or quoted for trading. The exercise price of stock options granted to insiders may not be decreased without disinterested shareholder approval at the time of the proposed amendment.

Disinterested shareholder approval will be required for any extension to stock options granted to individuals that are Insiders at the time of the proposed amendment.

Termination. Any options granted pursuant to the Plan will terminate upon the earliest of:

(a) the end of the term of the option;
(b) on the date the holder ceases to be eligible to hold the option (the "Cessation Date"), if the Cessation Date is as a result of dismissal for cause;
(c) one year from the date of death or disability, if the Cessation Date is as a result of death or disability;
(d) 90 days from the Cessation Date, if the Cessation Date is as a result of a reason other than death, disability or cause; or
(e) on such other date as fixed by the Board, provided that the date is no more than one year from the Cessation Date, if the Cessation Date is as a result of a reason other than death, disability or cause.

Exercise of Options. The exercise price of an option must be paid in cash, other than as described below as determined by the Board:

(a) Cashless Exercise. The Company may make an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to an optionee to purchase the common shares issuable upon exercise of their options. The brokerage firm would then sell a sufficient number of common shares to cover the exercise price of the options in order to repay the loan made to the optionee. The brokerage firm would then receive

an equivalent number of common shares from the exercise of the options and the optionee would then receive the balance of the common shares or the cash proceeds from the balance of such common shares.

(b) Net Exercise. The Company may accept the exercise of options by optionees other than those who provide investor relations services without the optionee making any cash payment so the Company does not receive any cash from the exercise of the subject options, and instead the optionee receives only the number of common shares that is the equal to the quotient obtained by dividing:

(i) the product of the number of options being exercised multiplied by the difference between the volume weighted average price ("VWAP") of the common shares and the exercise price of the options; by
(ii) the VWAP of the common shares.

Adjustments. Any adjustment to stock options granted or issued (except in relation to a consolidation or share split) will be subject to the prior acceptance of the Exchange.

Employment, consulting and management agreements

Other than disclosed herein, the Company does not have any agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company that were performed by a director or NEO.

The Company entered into an agreement dated March 19, 2026 with Prosperity Pollinators Management Inc. (the "Consultant"), a company owned and controlled by Sage Berryman, pursuant to which the Company engaged the Consultant, effective March 1, 2026 for a term of three years, to provide Ms. Berryman to render full-time strategic advisory services to the Company, in the role as President and CEO. Pursuant to the agreement, the Company agreed to pay the Consultant a monthly fee of $28,000, plus applicable taxes, a $200,000 one-time signing bonus, and 350,000 stock options of the Company. The Consultant will be eligible to receive cash bonuses under a specific variable compensation plan, as determined by the Board and from time to time, up to $158,000. The Consultant may terminate the agreement by providing 90 days' written notice. On termination of the agreement, the Company is responsible to pay the Consultant any fees earned prior to the termination date. If the Company terminates the agreement without cause, the Company will pay a lump sum payment equal to the sum of 18 months' monthly fee and an amount equal to the Consultant's then-current target bonus, if such bonus is intended to be paid by the Company at that time.

The Company entered into an agreement dated November 15, 2024, with 11999524 Canada Inc. DBA Tantalus Research, pursuant to which the Company retained Dr. Cuthbert to act as CSO of the Company effective as of November 18, 2024. Pursuant to the agreement, the Company agreed to pay Dr. Cuthbert $13,300 per month (which increased to $16,667 effective December 1, 2025), plus applicable taxes, payable on a monthly basis. Either party may terminate the agreement by providing 90 days' written notice. On termination of the agreement, the Company is responsible for providing payment for all undisputed invoices and pre-approved expense reimbursements submitted by Dr. Cuthbert to the Company for payment, up to the termination date. In the event of a Change of Control followed by a termination of this agreement within 12 months of the Change of Control, the Company will provide 12 months of monthly fees paid in a lump sum as severance.

Oversight and description of director and named executive officer compensation

The objective of the Company's compensation program is to compensate the executive officers for their services to the Company at a level that is both in line with the Company's fiscal resources and competitive with companies at a similar stage of development.

The Company compensates its executive officers based on their skill, qualifications, experience level, level of responsibility involved in their position, the existing stage of development of the Company, the Company's resources, industry practice and regulatory guidelines regarding executive compensation levels.

The Board has implemented three levels of compensation to align the interests of the executive officers with those of the shareholders. First, executive officers may be paid a monthly consulting fee or salary. Second, the Board may award

executive officers long term incentives in the form of stock options. Finally, the Board may award cash or share bonuses when executive officers achieve corporate objectives for the fiscal year as set and approved by the Board in advance.

The base compensation of the executive officers is reviewed and set annually by the Board. The CEO has substantial input in setting annual compensation levels. The CEO is directly responsible for the financial resources and operations of the Company. In addition, the CEO and the Board, from time to time, determine the stock option grants to be made pursuant to the Company's Plan. Previous grants of stock options are taken into account when considering new grants. The Board awards bonuses at its sole discretion. The Board does not have pre-existing performance criteria or objectives.

Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Company's financial resources and prospects.

Pension Disclosure

The Company does not have a pension plan that provides for payments or benefits to the NEOs or directors at, following, or in connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as of the end of the Company's most recently completed financial year (ended October 31, 2025) with respect to compensation plans under which equity securities of the Company are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuances under equity compensation plan (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (stock option plan)	2,214,589	$0.62	416,722
Equity compensation plans not approved by security holders	-	-	-
TOTAL:	2,214,589	$0.62	416,722

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors, executive officers, employees, proposed nominees for election as directors and their associates, or any former executive officers, directors and employees of the Company or any of its subsidiaries, is, as at the date of this Information Circular, or has been at any time during the most recently completed financial year, indebted to the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, since the commencement of the Company's most recently completed financial year, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction that has materially affected, or would materially affect, the Company or any of its subsidiaries.

Pursuant to a royalty agreement dated December 20, 2019 between the Company and Epic Ventures Inc., a company owned by Peter Berrang, a former director of the Company, the Company agrees to pay a royalty on each square meter of certain patented

materials, in exchange for the assignment of the applicable patents to the Company from Epic Ventures Inc. Such royalties totaled $277,486 in the year ended October 31, 2025.

On December 29, 2023, Aluula entered into a short-term loan for C$1,000,000 (the “Loan”) with 0876991 B.C. Ltd. (the “Lender”), a non-arm’s length party. The Lender is a private company owned 50% by Neo Ventures Ltd. and 50% by the spouse of Richard Myerscough, a director of the Company. A former director of the Company, Peter Berrang, is a control person and director of Neo Ventures Ltd. The Loan is guaranteed by the Company and secured against all present and after acquired personal property pursuant to a general security agreement. The Loan bears interest at a rate of 12% per annum, total interest paid for the year ended October 31, 2025 was $100,011.

In June 2024, the parties agreed to amend the Loan Agreement and extend the repayment date from July 1, 2024 to January 1, 2025. On October 16, 2024, the parties entered into a second amendment to the Loan Agreement pursuant to which: (i) $200,000 of the loan remains payable on January 1, 2025 and the due date for repayment of the balance of $800,000 of the loan was extended to January 1, 2026; and (ii) the Company was affirmed as the debtor due to the corporate amalgamation with its wholly-owned subsidiary on August 1, 2024. On January 1, 2026, the parties agreed to further amend the terms of the loan agreement, with the principal balance returning to the original $1,000,000 and the maturity extending to January 1, 2027. On February 27, 2026 Aluula repaid the full principal and interest owing to 0876991 B.C. Ltd, releasing Aluula from any further obligations to the lender under the loan agreement.

MANAGEMENT CONTRACTS

Management functions of the Company or any of its subsidiaries are not to any substantial degree performed by anyone other than by the directors or executive officers of the Company or the Company’s subsidiaries. See “Employment Consulting and Management Agreements” above.

STATEMENT OF CORPORATE GOVERNANCE

Corporate Governance

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and charged with the day to day management of the Company. The Canadian Securities Administrators (“CSA”) have adopted National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”), which prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

The composition of the Board currently consists of seven members: Briony Bayer, Sage Berryman, Dr. Hannes Blum, Christophe Dardel, Peter Gustavson, Richard Myerscough and Jeremy South and it is proposed that all seven individuals will be nominated at the Meeting.

The Board consists of a majority of individuals who qualify as independent directors. For this purpose, a director is independent if he or she has no direct or indirect “material relationship” with the Company. A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director’s independent judgment. Of the proposed nominees, Sage Berryman, CEO, Briony Bayer, former CFO and Richard Myerscough, former CEO are not considered independent.

Other Directorships

As at the Record Date, none of the directors of the Company are directors of any other reporting issuers.

Orientation and Continuing Education

Orientation of new members of the Board is conducted informally by management and members of the Board. The

Company has not adopted formal policies respecting continuing education for Board members.

The Company adopted a formal written Board mandate and written corporate governance charter to support the directors of the Company. The Company's governance committee (the "Governance Committee") is comprised of three directors of the Company, Peter Gustavson (Chair), Jeremy South and Dr. Hannes Blum, and is also responsible for determining appropriate orientation and education programs for new Board members.

Ethical Business Conduct

The Board adopted a formal code of business conduct and ethics. Directors and officers are required to familiarize themselves with the code and adhere to the standards set out therein. Directors are further required to adhere to the fiduciary duties placed on them by the Company's governing legislation and common law and to comply with corporate statutory restrictions on an individual director's participation in Board decisions in which the director has an interest. These requirements serve to promote a culture of ethical business conduct amongst the Company's directors and officers.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual general meeting. The Board takes into account the number of directors required to carry out the Board's duties effectively and to maintain diversity of views and experience.

The Board has not established a nominating committee and this function is currently performed by the Board as a whole.

Compensation

The Board has established a formal compensation committee (the "Compensation Committee"). The Compensation Committee is comprised of two directors of the Company, Dr. Hannes Blum (Chair) and Jeremy South and is responsible for reviewing and determining the adequacy and form of compensation paid to the Company's executives and key employees. The Compensation Committee and the Board evaluate the performance of the CEO and other senior management measured against the Company's business goals and industry compensation levels.

Board Committees

The Board has no committees other than the Audit Committee, the Compensation Committee and the Governance Committee.

Assessments

The Board annually, and at such other times as it deems appropriate, reviews the performance and effectiveness of the Board, the directors and its committees to determine whether changes in size, personnel or responsibilities are warranted. To assist in its review, the Board conducts informal surveys of its directors and receives reports from each committee respecting its own effectiveness. As part of the assessments, the Board or the individual committee may review their respective mandate or charter and conduct reviews of applicable corporate policies.

AUDIT COMMITTEE

Audit Committee Disclosure

Pursuant to section 224(1) of the Business Corporations Act (British Columbia) National Instrument 52-110 of the Canadian Securities Administrators ("NI 52-110") the Company is required to have an audit committee (the "Audit Committee") comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company. NI 52-110 requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth below.

The primary function of the Audit Committee is to assist the Board in fulfilling its financial oversight responsibilities by: (i)

reviewing the financial reports and other financial information provided by the Company to regulatory authorities and Shareholders; (ii) reviewing the systems for internal corporate controls which have been established by the Board and management; and (iii) overseeing the Company's financial reporting processes generally. In meeting these responsibilities, the Audit Committee monitors the financial reporting process and internal control system, reviews and appraises the work of external auditors and provides an avenue of communication between the external auditors, senior management and the Board. The Audit Committee is also mandated to review and approve all material related party transactions.

The Audit Committee’s Charter

The Company has adopted a Charter of the Audit Committee, a copy of which is attached hereto as Schedule “A”.

Composition of the Audit Committee

The Audit Committee is comprised of the following members: Jeremy South (Chair), Briony Bayer and Peter Gustavson. Each member of the Audit Committee is considered to be financially literate, as defined by NI 52-110, in that they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.

The members of the Audit Committee are elected by the Board at its first meeting following the annual shareholders' meeting. Unless a chair is elected by the full Board, the members of the Audit Committee designate a chair by a majority vote of the full Audit Committee membership.

Relevant Education and Experience

All three Audit Committee members have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements and are therefore considered "financially literate".

Jeremy South – Mr. South is a senior finance and M&A professional with over 35 years of experience with leading global organizations including Deutsche Bank and Deloitte. He is an experienced corporate director and board Chair, with public and private companies, and he holds the ICD.D designation. Mr. South has previous experience as an audit committee member of reporting issuers listed for trading on the TSX Venture Exchange.

Briony Bayer – Ms. Bayer is a CPA, CA with over 15 years' experience in senior finance roles. Ms. Bayer's previous experience includes analyzing and evaluating financial statements, and oversight of Gustavson Capital Corporation's assets (including securities portfolios, alternative investments, real estate assets, and subsidiaries). Ms. Bayer has also held board positions with privately held companies and not-for-profit organizations.

Peter Gustavson – Mr. Gustavson, FCPA, FCA, is the founder, CEO and sole director of GCC, a private equity firm with a head office in Victoria, BC. Peter is also the founder, former President and CEO of Custom House Ltd. one of the world's largest non-bank foreign exchange companies. Peter is a commerce graduate with honours from the University of Manitoba in 1979 and obtained his Chartered Accountancy designation in 1982, and was awarded the title "Fellow Chartered Accountant" by the Institute of Chartered Accountants of BC in 2005. Mr. Gustavson was previously a Member of the Board of the Canadian Chamber of Commerce, President of the Canadian Foreign Exchange Dealers' Association, Member of the University of Victoria School of Business Advisory Board, Participant in the Prime Minister's Federal Trade missions (Moscow /Berlin /Munich and China), consultant to the federal government on the creation of anti-money laundering and proceeds of crime legislation, Director and Chair Finance and audit committee member of the Royal BC Museum, Chair of the Gustavson School of Business Distinguished Entrepreneur of the Year Awards Committee and Governor of the University of Victoria Board of Governors.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt a recommendation of the Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions contained in sections 2.4, 6.1.1(4), 6.1.1(5), 6.1.1(6) or Part 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 6.1.1(4), (5) and (6) provide exemptions in certain circumstances from the requirement that a majority of the members of the Audit Committee must not be executive officers, employees or control persons of the venture issuer. Part 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Board, and where applicable the Audit Committee, on a case-by-case basis.

External Auditor Service Fees

In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The fees paid by the Company to its auditor in respect of each of the last two fiscal years, by category, are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
October 31, 2025	$102,500	Nil	$18,000	$360
October 31, 2024	$98,500	Nil	$960	$5,000

Exemption

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on the SEDAR+ website at www.sedarplus.ca. Financial information is provided in the Company’s comparative annual financial statements and management’s discussion and analysis for its most recently completed financial year, and available online at www.sedarplus.ca. Shareholders may request additional copies by mail to Aluula Composites Inc., c/o Suite 3000, 1055 Dunsmuir Street, Vancouver, British Columbia, V7X 1K8, Canada.

DIRECTORS' APPROVAL

The contents and the sending of the Notice of Meeting and this Information Circular have been approved by the Board.

DATED at Vancouver, British Columbia, this 24th day of March, 2026

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) “Peter Gustavson”

Peter Gustavson
Director & Chairman of the Board

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

The primary function of the audit committee (the “Audit Committee”) is to assist the board of directors (the “Board”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting, and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels.

The Committee’s primary duties and responsibilities are to:

serve as an independent and objective party to monitor the Company’s financial reporting and internal control systems and review the Company’s financial statements;
review and appraise the performance of the Company’s external auditors; and
provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board.

Composition

The Audit Committee will be comprised of three directors as determined by the Board, the majority of whom will be free from any relationship that, in the opinion of the Board, would reasonably interfere with the exercise of his or her independent judgement as a member of the Audit Committee. At least one member of the Audit Committee will have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Audit Committee Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements. The members of the Audit Committee will be elected by the Board at its first meeting following the annual shareholder’s meeting.

Meetings

The Audit Committee will meet at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Audit Committee will:

Documents/Reports Review

(a) Review and update this Audit Committee Charter annually.

(b) Review the Company’s financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including certification, report, opinion, or review rendered by the external auditors.

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(c) Confirm that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements.

External Auditors

(a) Review annually, the performance of the external auditors who will be ultimately accountable to the Board and the Audit Committee as representatives of the shareholders of the Company.

(b) Obtain annually, a formal written statement of the external auditors setting forth all relationships between the external auditors and the Company, consistent with the Independence Standards Board Standard 1.

(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

(d) Take, or recommend that the full Board, take appropriate action to oversee the independence of the external auditors.

(e) Recommend to the Board the selection and compensation and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements.

(g) Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

(i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditors. The preapproval requirement is waived with respect to the provision of non-audit services if:

i. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of fees paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

ii. such services were not recognized by the Company at the time of the engagement to be non-audit services; and

iii. such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee. Provided the pre-approval of the non-audit services is presented to the Audit Committee’s first scheduled meeting following such

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approval, such authority may be delegated by the Audit Committee to one more independent members of the Audit Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.

(b) Consider the external auditors’ judgements about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

(c) Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.

(d) Review significant judgements made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgements.

(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

(f) Review any significant disagreement among management and the external auditors in connection with preparation of the financial statements.

(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

(i) Review certification process.

Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

Review any related-party transactions

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Aluula Composites Inc. — Proxy Solicitation & Information Statement 2026

48163_rns_2026-04-02_906fed98-1235-4c40-a755-b9f00ef6d473.pdf

300 - 4240 Glanford Ave Victoria, BC V8Z 4B8

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

ON BEHALF OF THE BOARD OF DIRECTORS OF ALUULA COMPOSITES INC.

300 - 4240 Glanford Ave Victoria, BC V8Z 4B8

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment and Revocation of Proxies

Exercise of Discretion by Proxyholder

Voting by Non-Registered Shareholders

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

RECORD DATE AND QUORUM

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

PARTICULARS OF MATTERS TO BE ACTED UPON

ITEM 1. Fixing the Number of Directors and Election of Directors

ITEM 2. Appointment and Remuneration of Auditor

ITEM 3. Re-Approval of Rolling 10% Stock Option Plan

OTHER BUSINESS

STATEMENT OF EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation

Stock Options and Other Compensation Securities

Compensation security modification during the most recently completed financial year

Stock option plans and other incentive plans

Employment, consulting and management agreements

Oversight and description of director and named executive officer compensation

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

STATEMENT OF CORPORATE GOVERNANCE

Corporate Governance

Board of Directors

Other Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Board Committees

Assessments

AUDIT COMMITTEE

Audit Committee Disclosure

The Audit Committee’s Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Exemption

ADDITIONAL INFORMATION

Composition

Meetings

Responsibilities and Duties

Documents/Reports Review

External Auditors

Financial Reporting Processes

Other

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Aluula Composites Inc. Proxy Solicitation & Information Statement 2026