ATW Tech Inc. — Proxy Solicitation & Information Statement 2023

Aug 22, 2023

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (the “ Meeting ”) of the Shareholders of ATW Tech Inc. (the “ Corporation ”) will be virtually on September 15, 2023 at 10:30 a.m. (local time) for the following purposes:

• 1. to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2022 and the Auditor’s report thereon;
• 1. to elect the Directors of the Corporation for the ensuing year;
• 1. to appoint the Auditors of the Corporation, Guimond Lavallée Inc., CPA, for the ensuing year and to authorize the Directors to fix its remuneration;
• 1. To consider, and if judged appropriate, adopt a resolution ratifying and confirming the Corporation’s stock option plan; and
• 1. to transact such other matters as may properly come before the Meeting and any adjournment thereof.

You have the right to receive notice of and to vote at the Meeting if you were a shareholder of the Corporation on the close of business on August 2, 2023 (the “ Record Date ”). The accompanying Management Proxy Circular (the “ Circular ”) provides additional information relating to the matters to be dealt with at the Meeting and is deemed to be part of this Notice.

The Corporation will hold the Meeting virtually, allowing shareholders to attend the meeting while also protecting the health of everyone. However, note that the corporation cannot accept a vote via the meeting’s electronic platform. Therefore, no votes will be accepted at the webcast meeting and presence through the webcast medium will not, by itself without a proxy having been returned as described herein, be counted for the purposes of quorum, or voting. It is therefore highly recommended that shareholders who wish to ensure that their common shares will be voted, must complete, date and execute the enclosed form of proxy, or another suitable form of proxy, and deliver it by hand, by mail or by fax in accordance with the instructions set out in the form of proxy and in the circular.

The Meeting will be accessible through the following link: bit.ly/3YdY7CB

NOTICE-AND-ACCESS

Notice is also hereby given that the Corporation has decided to use the notice-and-access method of delivery (“ Notice-and-Access ”) of Meeting Materials (as defined below) for the Meeting. Notice-and-Access allows the Company to deliver the Meeting Materials over the internet in accordance with the Notice-and-Access rules adopted by the Autorité des marchés financiers under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer . Under the Notice-and-Access system, Shareholders still receive a proxy or voting instruction form (as applicable) enabling them to vote at the Meeting. However, instead of a paper copy of the Information Circular, the annual financial statements and related management’s discussion and analysis and other information (the “ Meeting Materials ”), Shareholders receive this notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to Shareholders. Shareholders are reminded to view the Meeting Materials prior to voting.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

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Materials can be viewed online under the Corporation’s profile at www.sedar.com , at www.envisionreports.com/ATW2022 (English) or at www.envisionreports.com/ATW2022fr (French) or on the Corporation’s website at www.atwtech.com.

To receive meeting materials prior to the meeting date, requests must be received by September 1,2023.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Registered holders or beneficial owners may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Any shareholder wishing to receive a paper copy of these materials free of charge should contact the Corporation's transfer agent, Computershare Investor Services Inc. at 1-866-962-0498 toll-free within North America or 1-514-982-8716 outside North America, to request a paper copy of the meeting materials. Non-registered shareholders may contact Computershare Investor Services Inc. toll-free at 1-877-9077643 within North America or 1-303-562-9306 (English) 1-303-562-9307 (French) outside North America to request a paper copy of the meeting materials. In either case, shareholders will need to enter the control number indicated on the voting instruction form or proxy form they received to request a paper copy of the meeting materials. Any holder may also request a copy of the meeting materials at www.proxyvote.com using the control number on their voting instruction form.

Montreal, Quebec, August 10, 2023

BY ORDER OF THE BOARD OF DIRECTORS,

(Signed) Michel Guay,

President and CEO

SHAREHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY FORM IN THE ENVELOPE PROVIDED AT THEIR EARLIEST CONVENIENCE. THE VOTING RIGHTS ATTACHED TO YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS INDICATED ON THE PROXY FORM.

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