AmeriTrust Financial Technologies Inc. — AGM Information 2020

Jul 3, 2020

POWERBAND SOLUTIONS INC. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the shareholders of Powerband Solutions Inc. (the "Company") will be held on Wednesday, July 29, 2020, at 11:00am EDT, at 3385 Harvester Road, Suite 225, Burlington, Ontario L7N 3N2 for the following purposes:

• 1. to receive the audited consolidated financial statements of the Company for the year ended December 31, 2019 and the auditor's report thereon;
• 1. to elect the directors for the ensuing year;
• 1. to appoint auditors for the ensuing year and to authorize the directors to fix the auditor's remuneration;
• 1. to consider, and if thought advisable to pass, an ordinary resolution of disinterested shareholders, approving the Company's 2020 Incentive Stock Option Plan (20% Fixed Plan) as further described in the management information circular;
• 1. to consider, and if thought advisable to pass, an ordinary resolution approving the Company's 2020 Restricted Share Unit plan as further described in the management information circular; and
• 1. to transact such further and other business as may properly be brought before the meeting or any adjournment thereof.

The Board of Directors has fixed June 23, 2020 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, this Annual Meeting and any adjournment thereof.

Accompanying this notice of meeting is the Management Information Circular.

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder's shares will be voted at the Meeting is requested to complete, date and execute the enclosed form of proxy and deliver it by facsimile, by hand or by mail in accordance with the instructions set out in the form of proxy and in the Management Information Circular.

Dated at Toronto, Ontario this 25th day of June, 2020

BY ORDER OF THE BOARD

/s/ "Kelly Jennings" Kelly Jennings Chief Executive Officer and Director

NOTES:

• 1. Shareholders registered on the books of the Company at the close of business on June 23, 2020 are entitled to notice of the Meeting and to vote at the Meeting.
• 1. The directors have fixed 48 hours before the Meeting or any adjournment thereof as the time before which the instrument of proxy to be used at the Meeting must be deposited with the Company's transfer agent, Computershare Investor Services Inc., of 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting.
• 1. Shareholders can vote online by logging into Investor Vote (www.investorvote.com) using their control number at the bottom of their Proxy/VIF or by calling the number as shown on the proxy/VIF.

POWERBAND SOLUTIONS INC.

3385 Harvester Road, Suite 225 Burlington, ON L7N 3N2 Telephone: 1-866-768-7653

INFORMATION CIRCULAR as of June 25, 2020 (unless otherwise noted)

PERSONS MAKING THIS SOLICITATION OF PROXIES

This Information Circular is furnished to you in connection with the solicitation of proxies by management of Powerband Solutions Inc. ("we", "us" or the "Company") for use at the Annual General Meeting (the "Meeting") of shareholders of the Company to be held on Wednesday, July 29, 2020 and at any adjournment of the Meeting. The Company will conduct its solicitation by mail and our officers, directors and employees may, without receiving special compensation, contact shareholders by telephone, electronic means or other personal contact. We will not specifically engage employees or soliciting agents to solicit proxies. We do not reimburse shareholders, nominees or agents (including brokers holding shares on behalf of clients) for their costs of obtaining authorization from their principals to sign forms of proxy. We will pay the expenses of this solicitation.

APPOINTMENT OF PROXY HOLDER

The persons named as proxy holders in the enclosed form of proxy are the Company's directors or officers. As a shareholder, you have the right to appoint a person (who need not be a shareholder if you are a corporation or a duly appointed representative of a corporation) in place of the persons named in the form of proxy to attend and act on your behalf at the Meeting. To exercise this right, you must either insert the name of your representative in the blank space provided in the form of proxy and strike out the other names or complete and deliver another appropriate form of proxy.

A proxy will not be valid unless it is dated and signed by you or your attorney duly authorized in writing or, if you are a corporation, by an authorized director, officer, or attorney of the corporation.

COMPLETION AND VOTING OF PROXIES

Voting at the Meeting will be by a show of hands, each shareholder having one vote, unless a poll is requested or required, in which case each shareholder is entitled to one vote for each share held. In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an "ordinary resolution") unless the motion requires a special resolution in which case a majority of two-thirds (2/3) of the votes cast will be required.

The persons named as proxyholders in the enclosed Proxy are directors or executive officers of the Company. As a shareholder, you have the right to appoint a person (who need not be a shareholder) in place of the persons named in the Proxy to attend and act on your behalf at the Meeting. To exercise this right, you must either insert the name of your representative in the blank space provided in the Proxy and strike out the other names or complete and deliver another appropriate Proxy.

A shareholder or intermediary acting on behalf of a shareholder may indicate the manner in which the persons named in the enclosed Proxy are to vote with respect to any matter by checking the appropriate space. On any poll required, those persons will vote or withhold from voting the shares in respect of which they are appointed in accordance with the directions, if any, given in the Proxy provided such directions are certain.

If you or an intermediary acting on your behalf wishes to confer a discretionary authority with respect to any matter, then the space should be left blank. IN SUCH INSTANCE, THE PROXYHOLDER, IF ONE PROPOSED BY MANAGEMENT, INTENDS TO VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF THE MOTION. The enclosed Proxy, when properly signed, also confers discretionary

authority with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may be properly brought before the Meeting. At the time of printing this Information Circular, our management is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. If, however, other matters which are not now known to management should properly come before the Meeting, the persons named in the Proxy intend to vote on such other business in accordance with their best judgment.

The Proxy must be dated and signed by you or by your attorney authorized in writing or by the intermediary acting on your behalf. In the case of a corporation, the Proxy must be executed under its corporate seal or signed by a duly authorized officer or attorney for the corporation.

COMPLETED PROXIES TOGETHER WITH THE POWER OF ATTORNEY OR OTHER AUTHORITY, IF ANY, UNDER WHICH IT WAS SIGNED OR A NOTARIALLY CERTIFIED COPY THEREOF MUST BE DEPOSITED WITH THE COMPANY'S TRANSFER AGENT, COMPUTERSHARE INVESTOR SERVICES INC., OF 100 UNIVERSITY AVENUE, 8TH FLOOR, TORONTO, ONTARIO M5J 2Y1, AT LEAST 48 HOURS (EXCLUDING SATURDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ADJOURNMENT THEREOF. UNREGISTERED SHAREHOLDERS WHO RECEIVED THE PROXY THROUGH AN INTERMEDIARY MUST DELIVER THE PROXY IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN BY SUCH INTERMEDIARY. YOU MAY ALSO VOTE BY TELEPHONE AND INTERNET. PLEASE SEE THE PROXY FOR INSTRUCTIONS REGARDING TELEPHONE AND INTERNET VOTING.

REVOCATION OF PROXIES

You or an intermediary acting on your behalf who has been given a Proxy may revoke it at any time before it is exercised. Revocation can be effected by an instrument in writing signed by the intermediary or shareholder or his attorney authorized in writing, and, in the case of a corporation, executed under its corporate seal or signed by a duly authorized officer or attorney for the corporation and either delivered to the registered office of the Company's registrar and transfer agent or to the Company's head office at 3385 Harvester Road, Suite 225 Burlington, ON L7N 3N2, at any time up to and including the last business day before the scheduled time of the Meeting or any adjournment, or to the Chairman of the Meeting preceding the day of the Meeting or any adjournment thereof.

ADVICE TO NON-REGISTERED SHAREHOLDERS OF COMMON SHARES

Only shareholders whose names appear on our records or validly appointed proxy holders are permitted to vote at the Meeting. Most of our shareholders are "non-registered" shareholders because their shares are registered in the name of a nominee, such as a brokerage firm, bank, trust company, trustee or administrator of a self-administered RRSP, RRIF, RESP or similar plan or a clearing agency such as CDS Clearing and Depository Services Inc. (a "Nominee"). If you purchased your shares through a broker, you are likely a non-registered shareholder.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to us are referred to as "NOBOs". Those non-registered shareholders who have objected to their Nominee disclosing ownership information about themselves to us are referred to as "OBOs".

In accordance with the securities regulatory policy, we will have distributed copies of the Meeting Materials, being the Notice of Meeting, this Information Circular, and the form of proxy directly to NOBOs and to the Nominees for onward distribution to OBOs. The Company does not intend to pay for a Nominee to deliver to OBOs, therefore an OBO will not receive the materials unless the OBO's Nominee assumes the costs of delivery.

Nominees are required to forward the Meeting materials to each OBO unless the OBO has waived the right to receive them. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered shareholder. Meeting materials sent to non-registered holders who have not waived the right to receive Meeting materials are accompanied by a request for voting instructions (a "VIF"). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a nonregistered holder is able to instruct the registered shareholder (or Nominee) how to vote on behalf of the non-registered shareholder. VIF's, whether provided by the Company or by a Nominee, should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit non-registered holders to direct the voting of the shares which they beneficially own. Should a non-registered holder who receives a VIF wish to attend the Meeting or have someone else attend on his/her behalf, the non-registered holder may request a legal proxy as set forth in the VIF, which will grant the non-registered holder or his/her nominee the right to attend and vote at the Meeting. Non-registered holders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.

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

None of the directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the adoption of the Company's stock option plan and restricted share unit plan, approval of which will be sought at the Meeting. Directors and executive officers of the Company may participate in the Company's stock option plan and restricted share unit plan, and accordingly have an interest in its approval. See "Particulars of Matters to be Acted On".

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

Voting of Common Shares - General

The Company is authorized to issue an unlimited number of common shares without par value, of which 112,170,465 common shares were issued and outstanding as of June 23, 2020, with each common share carrying the right to one vote.

Persons who are registered shareholders at the close of business on June 23, 2020 will be entitled to receive notice of, attend, and vote at the Meeting. On a show of hands, every shareholder and proxy holder will have one vote and, on a poll, every shareholder present in person or represented by proxy will have one vote for each share. In order to approve a motion proposed at the Meeting, a majority of at least 50% plus one vote of the votes cast will be required to pass an ordinary resolution, and a majority of at least 2/3 of the votes cast will be required to pass a special resolution.

Principal Holders of Common Shares

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the voting rights, other than as disclosed below:

Name of Shareholder	Approximate Number of Common SharesBeneficially Owned, Controlled orDirected	Percentage of OutstandingCommon Shares(1)
Kelly Jennings(1)	41,865,283	37.3%

(1) Mr. Jennings is the Chairman, Chief Executive Officer ("CEO") and a director of the Company.

ELECTION OF DIRECTORS

Directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until that person sooner ceases to be a director. The shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at five for the next year, subject to any increases permitted by the Company's Articles.

Unless you provide other instructions, the enclosed proxy will be voted for the nominees listed below. Management does not expect that any of the nominees will be unable to serve as a director. If before the Meeting any vacancies occur in the slate of nominees listed below, the person named in the proxy will exercise his or her discretionary authority to vote the shares represented by the proxy for the election of any other person or persons as directors.

Management proposes to nominate the persons named in the table below for election as director:

Name, Province or State andCountry of Residence andPresent Office Held	Periods Served asNumber of SharesDirectorBeneficially Owned,Directly or Indirectly, orover which Control orDirection is Exercised (2)		Principal Occupation and, ifNot Previously Elected,Principal Occupation duringthe Past Five Years
Kelly Jennings(1)Ontario, CanadaChairman, Corporate Secretary,CEO and Director	February 8, 2018 –Present	41,865,283	CEO of PowerBand SolutionsInc.
Darrin SwensonArkansas, United StatesDirector	April 24, 2019 –Present	3,362,726	Chief Operating Officer,Powerband Solutions Inc.,71BAuto Auctions, and HuntAutomotive Group
Ivan Buzbuzian(1)Ontario, CanadaDirector	July 11, 2019 –Present	2,175,000	Capital markets investor andadvisor.
Bill Butler(1) (3)Ontario, Canada	September 24, 2019– Present	Nil	CPA, CA. Manages theBurlington, Ontario office of aregional accounting firm.
Andrea ParliamentOntario, CanadaDirector	October 3, 2019 –Present	64,300	Practicing lawyer in Ontario,Canada.

Notes:

(1) Denotes a member of the Audit Committee.

(2) The information as to shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective directors individually.

(3) Denotes a member and Chair of the Audit Committee.

Biographies of Directors

Kelly Jennings – Chairman, Corporate Secretary, CEO & Director

Mr. Jennings has more than 30 years of automotive dealership ownership and management experience and currently owns two domestic dealerships. Previously, he worked for the World Trade Centre in Toronto, the Toronto Harbourfront Commission and Revenue Canada. Mr. Jennings' achievements in the automotive industry are well noted and he was the recipient of General Motor's Triple Crown Award, Ford Motor Company President's Award, and Honda Canada's Excellence Award. His vast knowledge on automotive operations, finances and administration has led him to become the architect of Powerband Exchange.

Darrin Swenson - Director

Mr. Swenson has over 24 years of automotive dealership ownership and management experience. Mr. Swenson's initial ownership experience culminated with his dealership receiving the Honda Excellence Award. Mr. Swenson's previous automotive management began with manufacturer relationships including Dodge, Chrysler, Jeep and then expanded to include GMC, Buick, Porsche, Audi, Jaguar, Land Rover, Volkswagen, and Mitsubishi. Mr. Swenson served as Chief Operating Officer for Hunt Automotive Group effectively managing four franchise dealerships in adjoining states. Mr. Swenson presently presides as COO for an independent auto auction company with locations in Springdale, Arkansas, and Wichita, Kansas consigning over 350,000 vehicles and contributing over USD$1 billion dollars in sales to the retail and wholesale automobile market.

Ivan Buzbuzian – Director

Mr. Buzbuzian brings an extensive background in the areas of capital markets, project development, operations, and management. Originally, Mr. Buzbuzian was involved in the management and operations of his family business, a nonferrous jobbing foundry, which had over sixty years of success in both the Canadian and U.S. markets. Mr. Buzbuzian has participated financially and actively in other business ventures both in the private and public sectors, expanding from manufacturing to service sectors and commerce, project financing, marketing, real estate, healthcare, and natural resources. Mr. Buzbuzian's experience as a registered broker with the Ontario Securities Commission is a credit not only to his knowledge of the public markets and the financial industry, but also to his professionalism and integrity.

Bill Butler – Director

Mr. Butler is a CPA, CA who currently manages the Burlington, Ontario office of a well-known regional accounting firm. Mr. Butler graduated from the University of Windsor with a Bachelor of Commerce degree in 2003, passed his professional exams in 2010, and received his CPA, CA designation in 2013. Mr. Butler combines a strong background in accounting and assurance, and has a deep understanding of the automotive dealership industry.

Andrea Parliament – Director

Ms. Parliament has been a practicing lawyer in Ontario, Canada since 2001 and has over 29 years of business management experience. In addition to owning and running her own businesses, she obtained an MBA and a Juris Doctorate from Dalhousie University in 1999. She has served as a Director on various for-profit and non-profit organizations. Ms. Parliament worked on Bay Street in Toronto from 2001 until 2009, working at a large national firm and at Scotiabank in risk management before setting up her own practice in 2010.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company's management, no proposed director of the Company:

• 1. is, as at the date of the Information Circular, or has been within 10 years before the date of the Information Circular, a director, CEO, CFO of any company (including the Company) that:
  • (a) was subject to a cease trade or similar order or an order that denied such other issuer access to any exemption under securities legislation for more than thirty consecutive days, that was issued while the proposed director was acting in the capacity as director, CEO or CFO; or
  • (b) was subject to a cease trade or similar order or an order that denied such other issuer access to any exemption under securities legislation for more than thirty consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO; or
• 1. is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in 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; or
• 1. 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
• 1. 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
• 1. 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.

DIRECTOR AND EXECUTIVE COMPENSATION

The Company is a venture issuer and is disclosing its executive compensation in accordance with Form 51-102F6V.

The following persons are considered the "Named Executive Officers" or "NEOs" for the purposes of the disclosure:

• 1. the Company's CEO, including an individual performing functions similar to a CEO;
• 1. the Company's CFO, including an individual performing functions similar to a CFO;
• 1. the most highly compensated executive officer of the Company and its subsidiaries, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers, for the December 31, 2019 year end; and
• 1. each individual who would be a Named Executive Officer under paragraph (c) but for the fact the individual was not an executive officer of the Company and was not acting in a similar capacity at December 31, 2018.

Base salaries for Named Executive Officers undergo an annual review by the Board. In establishing base salaries, the Board will seek to set a pay that recognizes role, responsibility, length of service, and anticipated contribution to performance of the executive. There is no mandatory framework that will determine which of the above-referenced factors may be more or less important, and the emphasis to be placed on any factors is at the discretion of the Board and may vary among the executive officers. The Company does not engage in benchmarking and does not focus on any particular performance metric.

Bonuses may be awarded annually at the discretion of the Board. The Board bases its decision on the performance of the company as a whole and the contribution of the executive. No specific weights are assigned to any criteria individually, rather, the performance of the Company is broadly considered as a whole, and the contribution of the executive to that performance, when determining the level of bonuses (if any) to be paid.

Stock option and other incentive grants are made on the basis of the number of grants currently held, position, overall individual performance, anticipated contribution to the Company's future success and the individual's ability to influence corporate and business performance. The purpose of granting such equity incentives is to assist the Company in compensating, attracting, retaining and motivating the officers of the Company and to closely align the personal interests of such persons to the interests of the shareholders. The Company has issued only a limited number of equity incentives to NEO's to date.

The Company does not utilize a set of formal objective measures to determine long-term incentive entitlements, rather, long-term incentive grants, such as stock options or other equity incentive grants, to executives are determined in a discretionary manner on a case by case basis, but having consideration to the number of options previously granted. There are no other specific quantitative or qualitative measures associated with option grants and no specific weights are assigned to any criteria individually, rather, the performance of the Company is broadly considered as a whole when determining the number of equity incentive or other long-term based compensation (if any) to be granted and the Company does not focus on any particular performance metric.

The Board oversees any potential risks in the Company's compensation policies and practices. There are no formal practices in place to identify and mitigate excessive risks other than through informal discussion at meetings of the Board. The Board has considered the risks of the current compensation program as set out herein and have determined that at this stage in the development of the Company the risks are not material.

Summary Compensation Table

The following table is a summary of compensation (excluding compensation securities) paid, awarded to or earned by the Named Executive Officers and any director who is not a Named Executive Officer for each of the Company's two most recently completed years.

Table of Compensation Excluding Compensation Securities
Name and Position	Year(1)	Salary,consultingfee, retainerorcommission($)	Bonus($)	Committeeor MeetingFees($)	Value ofPerquisites($)	Value of allothercompensation($)	Totalcompensation($)
Kelly Jennings(1)CEO and Director	2019	180,000	0	12,000	18,000	0	$210,000
	2018	180,000	0	12,000	10,200	0	$202,200
Gordon Cummings(2)CFO	2019	69,910	0	0	0	0	$69,910
	2018	26,808	0	0	0	0	26,808
Jing Peng(4)CFO	2019	20,212	0	0	0	0	20,212
	2018	17,093	0	0	0	0	17,093
Mike Moen(3)Former President,	2019	170,921	0	0	0	0	170,921
COO and Director	2018	91,189	0	0	0	0	91,189

Notes:

(1) Mr. Jennings was appointed Chairman, Secretary, CEO and Director of the Company on February 8, 2018.

(2) Mr. Cummings was appointed as CFO of the Company on November 5, 2018 and resigned on May 14, 2019.

(3) Mr. Moen was appointed as President, COO and Director of the Company on November 2, 2018 and resigned on October 1, 2019.

(4) Through a Consulting Agreement with Marrelli Support Services Inc., Mr. Peng was CFO from March 10, 2017 through June 25, 2018, and was re-appointed on May 14, 2019.

Stock Options and Other Compensation Securities

The following table sets forth information in respect of all share-based awards and option-based awards outstanding at the end of the most recently completed financial year to the NEOs of the Company:

				Compensation Securities
Name andPosition	Type ofCompensationSecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Dateofissueorgrant	Issue,conversion,or exerciseprice ($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant ($)	Closingprice ofsecurity orunderlyingsecurity atyear end($)	Expirydate
Nil	Nil	Nil

The following table sets forth information in respect of the exercise of compensation securities during the most recently completed financial year.

	Exercise of Compensation Securities by Directors and NEO's
Name andPosition	Type ofCompensationSecurity	Number ofunderlyingsecuritiesexercised	Exerciseprice persecurity($)	Date ofExercise	Closingprice persecurity oron date ofexercise ($)	Differencebetweenexerciseprice andclosing priceon date ofexercise ($)	Totalvalue onexercisedate ($)
IvanBuzbuzian	RestrictedShare Unit	1,500,000	0.07	Nov.4,2019	0.07	0.00	105,000
DarrinSwenson	RestrictedShare Unit	1,500,000	0.07	Nov.4,2019	0.07	0.00	105,000
Mike Moen	Commonshares	3,000,000	0.07	June7,2019	0.07	0.00	210,000

Incentive Plan Awards – Value Vested or Earned During the Most Recently Completed Financial Year

The following table presents information concerning value vested with respect to option-based awards and share-based awards for each NEO during the most recently completed financial year:

Name	Option-based awards –Value vested during theyear($)	Share-based awards – Valuevested during the year($)	Non-equity incentive plancompensation – Valueearned during the year($)
Nil	Nil	Nil	Nil

For information about the material terms of the Company's stock option plan, please refer to the heading "Particulars of Matters to be Acted Upon – Shareholder Approval of Incentive Stock Option Plan (20% Fixed Plan).

Employment, Consulting and Management Agreements

The Company entered into a Consulting Agreement with Kelly Jennings, on February 8, 2018 in the capacity of CEO and Director. Mr. Jennings is entitled to an annual consulting fee of $180,000, plus a monthly car allowance of $850.

The Company entered into a Consulting Agreement with Mike Moen on November 2, 2018 in the capacity of President, Chief Operating Officer and Director. Mr. Moen was entitled to an annual consulting fee of $250,000. Mr. Moen resigned the positions of President, Chief Operating Officer and Director on October 1, 2019. Mr. Moen was issued 3,000,000 shares of the Company on June 7, 2019, following approval of shareholders at the May 29, 2019 Annual General Meeting, as an inducement to accept the appointment as President and COO.

The Company entered into an Executive Employment Agreement with Gordon Cummings, effective November 5, 2018 in the capacity of Chief Financial Officer. Mr. Cummings is entitled to an annual base salary of $170,000. Mr. Cummings had been granted 400,000 stock options and 400,000 restricted share units. Mr. Cummings resigned from his employment with the Company on May 14, 2019. The 400,000 stock options and 400,000 restricted share units granted to Mr. Cummings were forfeited 90 days following his resignation.

The Company entered into a Consulting Agreement with Darrin Swenson on July 1, 2019 in the capacity of Chief Operating Officer and Director. Mr. Swenson is entitled to an annual consulting fee of USD $180,000. Mr. Swenson was issued 1,500,000 Restricted Share Units of the Company on November 8, 2019 at an issue price of $0.07.

Director Compensation

The board of directors (the "Board" or "Board of Directors") determines director compensation from time to time. Directors are not generally compensated in their capacities as such but the Company may, from time to time, grant to its directors equity incentives pursuant to its stock option plan and its RSU plan to purchase common shares in the capital of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company has an incentive stock option plan under which stock options are granted. Stock options have been determined by the Company's directors and are only granted in compliance with applicable laws and regulatory policy. The TSXV policies limit the granting of stock options to employees, officers, directors and consultants of the Company and provide limits on the length of term, number and exercise price of such options. The Company will propose that its fixed stock option plan and restricted share unit plan be approved by shareholders at the Meeting. See below under "Particulars of Matters to be Acted On – Incentive Stock Option Plan (20% Fixed Plan) and Restricted Share Unit Plan".

The following table sets out equity compensation plan information as at the end of the financial year ended December 31, 2019.

Plan Category	Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights(a)	Weighted-averageexercise price ofoutstandingoptions, warrantsand rights(b)	Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a))(c)
Equity compensation plansapproved bysecurityholders	11,278,500	$0.104	1,273,998
Equity compensation plansnot approved bysecurityholders	Nil	Nil	Nil
Total	11,278,500	$0.104	1,273,998

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of our directors or executive officers, proposed nominees for election as directors, or associates of any of them, is or has been indebted to the Company or our subsidiaries at any time since the beginning of the most recently completed financial year and no indebtedness remains outstanding as at the date of this Information Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of the Company, no proposed nominee for election as a director of the Company, and no associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since the commencement of our last financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of our subsidiaries, other than as disclosed under the heading "Particulars of Matters to be Acted On".

An "informed person" means:

• (a) a director or executive officer of the Company;
• (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;
• (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company other than voting securities held by the person or company as underwriter in the course of a distribution; and
• (d) the Company if it has purchased, redeemed or otherwise acquired any of its securities, so long as it holds any of its securities.

AUDIT COMMITTEE

As at the date hereof, the Audit Committee is composed of Messrs. Butler (Chair), Buzbuzian and Jennings. Mr. Butler and Mr. Buzbuzian are independent. Mr. Jennings is not independent, as he is the President, CEO and Director of the Company. All of the members of the Audit Committee are "financially literate" as that term is defined in National Instrument 52-110 Audit Committees ("NI 52-110").

Name of AuditCommittee Member	Independent(1)	FinanciallyLiterate(1)	Other Reporting Issuer Experience
Bill Butler (Chair)	Yes	Yes	N/A
Ivan Buzbuzian	Yes	Yes	N/A
Kelly Jennings	No	Yes	N/A

Note:

(1) As that term is defined in NI 52-110.

For details of the relevant education and experience of each Audit Committee member, see "Election of Directors".

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 Audit 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 or 8 of National Instrument 52-110. Section 2.4 (De Minimis Non-audit Services) 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 8 (Exemptions) permits a company to apply to a securities regulatory authority for an exemption from the requirements of National Instrument 52-110 in whole or in part.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee Charter under the heading "External Auditors".

Audit Committee Charter

The full text of the Company's Audit Committee Charter is attached as Schedule "A" to this Information Circular.

Audit Fees

The aggregate unbilled/billed audit fees incurred by the Company's in respect of its external auditor for the financial years ended December 31, 2018 and 2019 are set out in the table below.

Financial YearEndedDecember 31	Audit Fees($)	Audit Related($)Fees	Tax Fees($)	All Other Fees($)
2018	46,800	Nil	Nil	12,500
2019	77,500	Nil	Nil	Nil
Total	124,300	Nil	Nil	12,500

Reliance on Exemptions in NI 52-110 regarding Audit Committee Composition & Reporting Obligations

Since the Company is a venture issuer, it relies on the exemption contained in section 6.1 of NI 52-110 from the requirements of Part 3 Composition of the Audit Committee and Part 5 Reporting Obligations of NI 52-110 (which requires certain prescribed disclosure about the Audit Committee in this Information Circular).

APPOINTMENT OF AUDITOR

MNP LLP was first appointed our auditor April 24, 2018. Unless otherwise instructed, the proxies given in this solicitation will be voted for the appointment of MNP LLP of Vancouver, British Columbia, as our auditor to hold office until the next annual general meeting

Our Audit Committee recommends the election of MNP LLP of Vancouver, British Columbia, as our auditor to hold office until the Company's next annual general meeting of shareholders. The Audit Committee proposes that the Board be authorized to fix the remuneration to be paid to the auditor.

CORPORATE GOVERNANCE

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") prescribes certain disclosure by the Company of its corporate governance practices. The disclosure required by NI 58-101 is presented below.

1. Board of Directors

The Board of Directors facilitates its independent supervision over management through regular meetings of the Board. The non-management directors of the Board do not hold regularly scheduled meetings at which non-independent directors are not in attendance. However, the size of the Board and the nature of the Company's operations ensure that open and candid discussion among the independent directors is possible.

The mandate of the Board, as prescribed by the Business Corporations Act (British Columbia), is to manage or supervise management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company's affairs directly and through its committees.

2. Directorships

The following table sets forth the names of each other reporting issuer for which each of the current directors of the Company and each of the individuals to be nominated for election as a director of the Company at the Meeting serve as a director or officer as at the date of this Information Circular.

Name	Other Reporting Issuers
Nil	N/A

3. Orientation and Continuing Education

The Board is responsible for providing orientation for all new directors. Each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation to the nature and operations of the Company's business will be necessary and relevant to each new director. The Company provides continuing education for its directors as the need arises and encourages open discussion at all meetings, which format encourages learning by the directors.

4. Ethical Business Conduct

The Board relies on the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law to ensure the Board operates independently of management and in the best interests of the Company. The Board has found that these, combined with the restrictions placed by applicable corporate legislation on an individual directors' participation in decisions of the Board in which the director has an interest, have been sufficient.

5. 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 meeting of shareholders. The Board takes into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee. The Board is responsible for recruiting new members to the Board and planning for the succession of Board members.

6. Compensation

The Board is responsible for determining all forms of compensation, including long-term incentive in the form of stock options and restricted share units, to be granted to the senior officers of the Company and the directors, and for reviewing the CEO's recommendations respecting compensation of the other officers of the Company, to ensure such arrangements reflect the responsibilities and risks associated with each position. When determining the compensation of its officers, the Board considers: (i) recruiting and retaining executives critical to the success of the Company and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and the Company's shareholders; (iv) rewarding performance, both on an individual basis and with respect to operations in general; and (v) permitted compensation under TSXV rules. See earlier discussion under "Director and Officer Compensation".

7. Other Board Committees

As of the date of this Information Circular, the Board has appointed an Audit Committee, the members of which are Mr. Butler (Chair), Mr. Buzbuzian and Mr. Jennings. A description of the function of the Audit Committee can be found in this Information Circular as Schedule "A". The Company does not have any other committees.

8. Assessments

The Board annually reviews its own performance and effectiveness as well as reviews the Audit Committee Charter and recommends revisions as necessary. Neither the Company nor the Board has adopted formal procedures to regularly assess the Board, the Audit Committee or the individual directors as to their effectiveness and contribution. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors are informally monitored by the other Board members, bearing in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

The Board of Directors monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its committees.

The Board believes its corporate governance practices are appropriate and effective for the Company, given its size and operations. The Company's corporate governance practice allows the Company to operate efficiently, with checks and balances that control and monitor management and corporate functions without excessive administrative burden.

MANAGEMENT CONTRACTS

The management functions of the Company are not to any substantial degree performed by any person other than the executive officers and directors of the Company.

PARTICULARS OF MATTERS TO BE ACTED ON

Incentive Stock Option Plan (20% Fixed Plan)

The Company currently has in place the 2019 Incentive Stock Option Plan (20% Fixed Plan) (the "2019 Plan") which was previously approved by Company's shareholders on May 29, 2019. The 2019 Plan was established to provide incentive to employees, directors, officers, management companies and consultants who provide services to the Company. The Company is seeking shareholder approval to fix the number of shares that can be reserved for issuance under that Plan at 22,435,693, representing 20% of the number of shares outstanding on the Record Date (the "2020 Plan") in accordance with and subject to the rules and policies of the TSXV. In addition, 2,000,000 of the shares available under the 2020 Plan are allocated for use under the Restricted Share Unit Plan, described below. The intention of management in proposing the 2020 Plan is to increase the proprietary interest of such persons in the Company and thereby aid the Company in attracting, retaining and encouraging the continued involvement of such persons with the Company.

Terms of the 2020 Plan

A full copy of the 2020 Plan will be available at the Meeting for review by shareholders. Shareholders may also obtain copies of the 2020 Plan from the Company prior to the Meeting on written request. Capitalized words used below have the meanings assigned to them in the TSXV policies or the 2020 Plan, as applicable. The following is a summary of the material terms of 2020 Plan:

• 1. the Stock Option plan shall reserve 20% of the Company's issued and outstanding share capital for issuance to directors, officers, employees and/or consultants upon the exercise of options granted under the Stock Option plan.
• 1. the Stock Option plan shall be administered by a committee of directors appointed from time to time by the Board, or, if no committee is appointed, by the President of the Company, in either case subject to approval by the Board pursuant to rules of procedure fixed by the Board;
• 1. during any 12-month period, the number of common shares reserved for issuance to any one person pursuant to options granted shall not exceed the maximum number of shares permitted by the TSXV (presently 5% of the issued and outstanding share capital of the Company, or in the case of a technical consultant whose expertise is required to evaluate a proposed Qualifying Transaction, 2%);
• 1. the administrator of the Stock Option plan may determine the time during which any options may vest and the method of vesting, or that no vesting restriction shall apply;
• 1. the exercise price of any options granted shall not be lower than the price permitted by the TSXV;
• 1. options granted under the stock option plan shall be exercisable for a maximum period of five years from the date of granting;
• 1. options granted under the stock option plan to any optionee who does not continue as a director, officer, technical consultant or employee have a maximum term of 90 days after the optionee ceases to be a director, officer, technical consultant or employee of the resulting issuer;
• 1. in the event of the death an optionee's death, options will only be exercisable within 12 months of such death;
• 1. disinterested Shareholder approval will be sought in the event that the Company wishes to amend the stock option plan to increase the number of common shares reserved for issuance, or in the event of any proposal to reduce the exercise price of options granted to insiders of the Company; and
• 1. all options shall be non-transferable.

Accordingly, pursuant to the policies of the Stock Exchange, the 2020 Plan must be approved by a majority of the votes cast by shareholders present in person or represented by proxy at the Meeting excluding any of the proposed directors and officers of the Company who may be entitled to participate in the 2020 Plan. (the "Disinterested Shareholders")

At the Meeting, the Disinterested Shareholders will be asked to pass an ordinary resolution approving the 2020 Plan in the following form:

"BE IT RESOLVED that the Company's Incentive Stock Option Plan (20% Fixed Plan) (the "2020 Plan") pursuant to which directors may, from time to time reserve for issuance and issue up to 22,435,693 common shares of the Company pursuant to incentive stock options granted to directors, officers, employees and consultants of the Company and its subsidiaries, as more particularly described in the Company's Information Circular dated June 25, 2020, is approved, ratified and confirmed, subject to regulatory approval."

Recommendation of the Company's Directors

The directors have reviewed and considered all facts respecting the approval of the 2020 Plan. The Company's directors unanimously recommend that the Disinterested Shareholders vote in favour of ratifying and approving the 2020 Plan.

An ordinary resolution requires the approval of a simple majority (50% + one vote) of the votes cast at the Meeting, in person or by proxy. It is the intention of the persons named in the accompanying Proxy, if not expressly directed to the contrary in such Proxy, to vote such proxies FOR the ordinary resolution authorizing the approval of the 2020 Plan.

Restricted Share Unit Plan

The Company currently has in place the 2019 Restricted Share Unit Plan (the "2019 RSU Plan"), which was previously approved by Company's shareholders on May 29, 2019 The purpose of the 2019 RSU Plan was to assist and encourage Directors, Employees and Consultants of the Company and its Subsidiaries to work towards and participate in the growth and development of the Company and its Subsidiaries and provide such Persons with the opportunity to acquire an ownership interest in the Company. The Company is seeking shareholder approval for the 2020 Restricted Share Unit Plan (the "2020 RSU Plan") in accordance with and subject to the rules and policies of the TSXV.

Under the 2020 RSU Plan the maximum number of shares which may be reserved for issuance at any time is 2,000,000 shares, and for greater certainty, such Plan Limit, in combination with all Share Compensation Arrangements of the Company, shall not exceed 20% of the issued and outstanding shares, on a fixed basis on the Record Date, subject to shareholder approval.

Terms of the 2020 RSU Plan

The following is a summary of the material terms of 2020 RSU Plan (capitalized words used below have the meanings assigned to them in the TSXV policies or the 2020 RSU Plan, as applicable).

• 1. the maximum number of Shares which may be reserved for issuance at any time shall be 2,000,000 Shares;
• 1. the 2020 RSU Plan shall be administered by a committee of directors appointed from time to time by the Board, or, if no committee is appointed, by the President of the Company, in either case subject to approval by the Board pursuant to rules of procedure fixed by the Board;
• 1. Limitations of RSUs to any One Person and to Insiders

Unless disinterested Shareholder Approval is obtained (or unless permitted otherwise by the rules of the Stock Exchange):

• a) the maximum number of Shares which may be reserved for issuance to Insiders under the 2020 RSU Plan, together with any other Share Compensation Arrangement, may not exceed 10% of the issued and outstanding Shares;
• b) the maximum number of RSUs that may be granted to Insiders under the 2020 RSU Plan, together with any other Share Compensation Arrangement, within a 12-month period, may not exceed 10% of the issued and outstanding Shares calculated on the Grant Date; and
• c) the maximum number of RSUs that may be granted to any one Eligible Person under the Plan, together with any other Share Compensation Arrangement, within a 12-month period, may not exceed 5% of the issued and outstanding Shares calculated on the Grant Date.
• d) The maximum number of RSUs that may be granted to a Consultant, together with any other Share Compensation Arrangement, within a 12-month period, may not exceed 2% of the issued and outstanding Shares calculated on the Grant Date.
• 1. Grant and Vesting of RSUs
  • a) The Board may in its own discretion, at any time, and from time to time, grant RSUs to Eligible Persons as it determines appropriate, subject to the limitations set out in this Plan. The Board may designate one or more Performance Periods under the Plan.
  • b) The Board shall make all other determinations with respect to the Performance Period as the Board considers in its sole discretion to be necessary or desirable under the Plan.
  • c) Notwithstanding any other provision of the Plan, the Board may in its sole and absolute discretion accelerate and/or waive any vesting or other conditions, including Performance Conditions, for all or any RSUs for any Participant at any time and from time to time.
  • d) In no circumstances will RSUs credited to a Participant's Account in respect of a Performance Period vest after three years following the end of the year of the Grant Date.

e) Any RSUs in respect of a Performance Period that are not vested within three years following the end of the year of the Grant Date shall be cancelled and no vesting, payment or issuance shall be made under the Plan in respect of such RSUs.

At the Meeting, shareholders will be asked to pass an ordinary resolution approving the 2020 RSU Plan in the following form:

"BE IT RESOLVED that the Company's 2020 Restricted Share Unit plan (the "2019 RSU Plan"), pursuant to which directors may, from time to time reserve for issuance a maximum number of 2,000,000 Shares of the Company granted to Directors, Employees and Consultants of the Company and its subsidiaries, as more particularly described in the Company's Information Circular dated June 25, 2020, is approved, ratified and confirmed, subject to regulatory approval."

Recommendation of the Company's Directors

The directors have reviewed and considered all facts respecting the annual approval of the 2020 RSU Plan. The Company's directors unanimously recommend that the shareholders vote in favour of the approving the 2020 RSU Plan.

An ordinary resolution requires the approval of a simple majority (50% + one vote) of the votes cast at the Meeting, in person or by proxy. It is the intention of the persons named in the accompanying Proxy, if not expressly directed to the contrary in such Proxy, to vote such proxies FOR the ordinary resolution authorizing the approval of the 2020 RSU Plan.

ADDITIONAL INFORMATION

Additional information about the Company is located on SEDAR at www.sedar.com. Financial information is provided in the Company's comparative financial statements and Management's Discussion and Analysis for its financial year ended December 31, 2019. Shareholders may contact the Company to request copies of the financial statements and Management's Discussion and Analysis by writing to the CEO and Director, Mr. Jennings at the following address:

POWERBAND SOLUTIONS INC.

3385 Harvester Road, Suite 225 Burlington, ON L7N 3N2

OTHER MATERIAL FACTS

Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the shares represented by the Proxy solicited hereby will be voted on such matter in accordance with the best judgment of the persons voting by proxy.

DATED at Vancouver, British Columbia, on the 25th day of June, 2020.

BY ORDER OF THE BOARD

POWERBAND SOLUTIONS INC.

(signed) "Kelly Jennings"

Kelly Jennings Chief Executive Officer and Director

Schedule "A"

Charter of the Audit Committee of the Board of Directors of Powerband Solutions Inc. (the "Company")

National Instrument 52-110 of the Canadian Securities Administrators 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.

The Audit Committee Charter

The Company adopted an audit committee charter on July 29, 2010.

Mandate

The primary function of the audit committee (the "Committee") is to assist the Company's Board of Directors 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:

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

Composition

The Committee shall be comprised of a minimum of three directors as determined by the Board of Directors. If the Company ceases to be a "venture issuer" (as that term is defined in NI 52-110), then all of the members of the Committee shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

If the Company ceases to be a "venture issuer" (as that term is defined in NI 52-110), then all members of the Committee shall have accounting or related financial management expertise. All members of the 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 the Company's 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 Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet at least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the 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 Committee shall:

• 1. Documents/Reports Review
  • (a) review and update this Audit Committee Charter annually; and
  • (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 any certification, report, opinion, or review rendered by the external auditors.
• 1. External Auditors
  • (a) review annually, the performance of the external auditors who shall be ultimately accountable to the Company's Board of Directors and the Committee as representatives of the shareholders of the Company;
  • (b) obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with 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 Company's full Board of Directors take appropriate action to oversee the independence of the external auditors, including the resolution of disagreements between management and the external auditor regarding financial reporting;
  • (e) recommend to the Company's Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval;
  • (f) recommend to the Company's Board of Directors the compensation to be paid to the external auditors;
  • (g) 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;
  • (h) 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;
  • (i) review with management and the external auditors the audit plan for the yearend financial statements and intended template for such statements; and
  • (j) 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 pre- approval 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 revenues 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 Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

• 1. 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' judgments 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 judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments;
  • (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 the 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 the certification process;
  • (j) establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
  • (k) establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
• 1. Other
  • (a) review any related-party transactions;
  • (b) engage independent counsel and other advisors as it determines necessary to carry out its duties; and
  • (c) to set and pay compensation for any independent counsel and other advisors employed by the Committee.

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