Baylin Technologies Inc. — Proxy Solicitation & Information Statement 2025

Apr 5, 2025

BAYLIN TECHNOLOGIES

NOTICE OF ANNUAL AND SPECIAL MEETING

When
11:00 am (Eastern time)
Thursday, May 8, 2025

Where
The meeting will be held as a virtual-only meeting

Purpose of the Meeting

1. Receive the 2024 consolidated financial statements
2. Elect directors
3. Appoint auditors
4. Approve amendments to the Company’s Omnibus Equity Incentive Plan to change the basis on which the limit on shares issuable under the Plan is determined and to eliminate the “insider participation limits”
5. Approve a new 2024 Bonus Awards Plan
6. Approve a new Performance Award Plan
7. Approve the consolidation of the outstanding common shares of the Company on the basis of 40 pre-consolidation common shares for one post-consolidation common share
8. Consider any other business that may properly come before the meeting

Management Information Circular

The Management Information Circular, which is attached to this notice, is being sent to you because you owned common shares of Baylin Technologies Inc. on March 26, 2025, which is the record date for the meeting. The Circular includes important information about the purpose of the meeting and who can vote and how to vote.

Meeting Format

We will hold the meeting exclusively by electronic means, by live webcast only, meaning that you will not be able to attend the meeting in person. Accordingly, we strongly encourage shareholders to vote in advance using their proxy form or voting instruction form and to participate in the meeting through the live webcast. Shareholders will have an opportunity to submit questions during the meeting through the live webcast.

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Voting in Advance of the Meeting

As a shareholder, it is important that you read the accompanying Circular carefully. You are encouraged to vote in advance of the meeting by using the form of proxy or voting instruction form accompanying the Circular.

Registered shareholders (shareholders whose common shares are registered in their name) may vote in advance of the meeting by telephone, on the internet or by fax or mail in accordance with the instructions set out in the form of proxy. For voting by mail, registered shareholders should complete and sign their proxy and return it to our transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, Canada M5J 2Y1, Attention: Proxy Department, so that it is received by 5:00 pm (Eastern time) on May 6, 2025.

Non-registered or beneficial shareholders (shareholders whose common shares are held indirectly through an intermediary, such as a broker, securities dealer, bank, trust company or other intermediary) should review the voting instruction form provided by their intermediary, which sets out the procedures to be followed for voting.

Attendance and Participation at the Meeting

Registered shareholders and duly appointed proxyholders can attend the meeting (virtually) and join the live webcast online at https://meetnow.global/MGWQ9JC where they can participate, vote or submit questions during the meeting’s live audio webcast. Non-registered or beneficial shareholders who have not appointed themselves as proxyholder will be able to attend the meeting as guests but will not be able to vote or submit questions. See “How to Vote” in the accompanying Circular for more information about how to vote at the meeting.

For those who intend to access the webcast, please allow enough time to log in before the start of the meeting, which will begin promptly at 11:00 am (Eastern time) on Thursday, May 8, 2025, unless the meeting is postponed or adjourned.

Circular

The Board of Directors of the Company has approved the Circular and authorized us to send it to you.

"Jeffrey C. Royer"

Jeffrey C. Royer
Chairman of the Board of Directors
Toronto, Ontario
March 25, 2025