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Astron Connect — Proxy Solicitation & Information Statement 2025
Dec 4, 2025
47465_rns_2025-12-03_3ab43000-7344-4f97-873a-eb983cfebcb5.pdf
Proxy Solicitation & Information Statement
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ASTRON CONNECT INC
(the "Corporation")
Annual General and Special Meeting
Dec. 30, 2025 at 10:00 AM (Canada/Pacific Standard)
550 Burrard Street, Suite 2501, Vancouver BC V6C 2B5 at 10am
(the "Meeting")
Proxy Voting - Guidelines and Conditions
- THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE CORPORATION.
- THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
- If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
- This proxy confers discretionary authority on the person named to vote in their discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
- The securityholder has a right to appoint a person or company to represent the securityholder at the Meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled "Please print appointee name", the name of the person to be appointed, who need not be a securityholder of the Corporation.
- To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation.
- To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in their discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
- If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory's power to sign the proxy.
- Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
Electronic Delivery
If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:
- After you vote online at www.voteproxyonline.com using your control number.
- Through TSX Trust's online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login
For details go to www.tsxtrust.com/consent-to-electronic-delivery
VOTING METHOD
| Internet | Go to www.voteproxyonline.com and enter the 12 digit control number |
|---|---|
| FACSIMILE | 416-595-9593 |
| MAIL or HAND DELIVERY | TSX Trust Company |
| 301-100 Adelaide Street West | |
| Toronto, Ontario, M5H 4H1 |
Investor inSite
TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.
To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insite-registration and complete the registration form.
For assistance, please contact TSX TRUST INVESTOR SERVICES.
Mail: 301-100 Adelaide Street West Toronto, ON, M5H 4H1
Tel: 1-866-600-5869
Email: [email protected]
TMX
TSX TRUST
FORM OF PROXY ("PROXY")
ASTRON CONNECT INC
(the "Corporation")
Annual General and Special Meeting
Dec. 30, 2025 at 10:00 AM
(Canada/Pacific Standard)
550 Burrard Street, Suite 2501, Vancouver BC
V6C 2B5 at 10am
SECURITY CLASS: Common Shares
RECORD DATE: Nov. 21, 2025
FILING DEADLINE FOR PROXY:
DEC. 24, 2025 at 10:00 AM
(Canada/Pacific Standard)
CONTROL NUMBER: «CONTROL_NUMBER»
APPOINTEES
The undersigned hereby appoints Herrick Lau, Director whom failing (Iris) Hong Duan, interim CFO, Corporate Secretary and Director (the "Management Nominees") or instead of any of them, the following Appointee
PLEASE PRINT APPOINTEE NAME
as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with the voting instructions, if any, provided below.
- SEE VOTING GUIDELINES ON REVERSE -
| RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES | |||||
|---|---|---|---|---|---|
| 1. Number of Directors | FOR | AGAINST | 2. Election of Directors | FOR | WITHHOLD |
| To set the number of Directors at 4 | ☐ | ☐ | A) S. Randall Smallbone | ☐ | ☐ |
| B) (Iris) Hong Duan | ☐ | ☐ | |||
| C) Wei Kang | ☐ | ☐ | |||
| D) Herrick Lau | ☐ | ☐ | |||
| 3. Appointment of Auditor | FOR | WITHHOLD | 4. Adoption of Equity Incentive Plan | FOR | AGAINST |
| to appoint Mao & Ying LLP, Chartered Professional Accountants, as the auditors of the Company for the fiscal year ending September 30, 2025 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the fiscal year ending September 30, 2025; | ☐ | ☐ | 5. to consider and, if thought fit, to approve the Company's 2025 Equity Incentive Plan, including approval of a 10% rolling plan for stock options and a fixed plan with the number of common shares for performance-based awards of restricted share units, performance share units and deferred share units be equal to: (i) approximately 15,502,123 common shares, being 10% of the issued and outstanding of the Company after completion of its reverse takeover transaction (the "RTO") with Innolink Network Ltd. ("Innolink"), subject to completion of the RTO with Innolink; or (ii) 3,027,124 common shares, being 10% of the issued and outstanding of the Company if the RTO with Innolink is not completed, all as described in the accompanying management information circular; | ☐ | ☐ |
PLEASE PRINT NAME
The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
Signature of registered owner(s)
Date(MM/DD/YYYY)
☐ Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and Management's Discussion and Analysis.
☐ Annual Financial Statements - Mark this box if you would like to receive Annual Financial Statements and Management's Discussion and Analysis.
If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593