AmeriTrust Financial Technologies Inc. — AGM Information 2023

Nov 15, 2023

POWERBAND SOLUTIONS INC. NOTICE OF ANNUAL GENERAL& SPECIAL MEETING OF SHAREHOLDERS

Virtual meeting Guest Dial-in Number

Local – Toronto (+1) 416 764 8646

Toll Free – North America (+1) 888 396 8049

NOTICE IS HEREBY GIVEN that an Annual General & Special Meeting of the shareholders of Powerband Solutions Inc. (the "Company") will be held on Wednesday, December 13, 2023, at 11:00am EST, virtually via the dial-in numbers provided above for the following purposes:

• 1. to receive the audited consolidated financial statements of the Company for the year ended December 31, 2022 and the auditor's report thereon;
• 1. to set the number of directors for the ensuring year at five;
• 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 pass an ordinary resolution of disinterested shareholders approving the Company's 2023 Incentive Stock Option Plan (20% Fixed Plan) as further described in the accompanying Information Circular;
• 1. to pass an ordinary resolution of disinterested shareholders approving the Company's 2023 Restricted Share Unit plan as further described in the accompanying 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 November 3, 2023 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, this Annual General & Special 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 14th day of November 2023

BY ORDER OF THE BOARD /s/ "Darrin Swenson" Darrin Swenson Chief Executive Officer and Director

NOTES:

• 1. Shareholders registered on the books of the Company at the close of business on November 3, 2023 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.