Caldwell Partners International — Proxy Solicitation & Information Statement 2025

Jan 10, 2025

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of The Caldwell Partners International Inc. (the “Corporation” or “Caldwell”) will be held at 11:00 a.m. on Thursday, February 6, 2025 via live video webcast for the following purposes:

1. to receive the annual report and the consolidated financial statements of the Corporation for the fiscal year ended August 31, 2024 and the report of the auditors thereon;
2. to elect the board of directors (the “Board”) of the Corporation for the ensuing year;
3. to appoint KPMG LLP, as the auditors of the Corporation for the ensuing year and to authorize the Board to fix their remuneration; and
4. to transact such other business as may properly come before the Meeting or any adjournment thereof.

Caldwell is conducting a virtual only Shareholders’ meeting. Registered Shareholders and duly appointed proxyholders (as defined in this Circular) can attend the Meeting online at https://meetnow.global/MLUM5ZX to participate, vote, or submit questions during the Meeting’s live webcast. Any changes to these log-in details will be communicated by the Corporation by way of a news release.

At the Meeting, all Shareholders, regardless of geographic location and equity ownership, will have an equal opportunity to participate. We strongly encourage Shareholders to vote prior to the Meeting by any of the means described in this information circular for the Meeting (the “Circular”).

Non-registered Shareholders may listen to a live webcast of the Meeting as a guest.

The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the Circular, which accompanies, and is deemed to form a part of, this Notice of Meeting.

Shareholders of record as of the close of business on January 2, 2025 will be entitled to notice of and to vote on the matters to be put before the Meeting.

A proxy can be submitted to Computershare Trust Company of Canada (“Computershare”) either in person, by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare by no later than 11:00AM EST on February 4, 2025, or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the commencement of such adjourned or postponed meeting. If a Shareholder who has submitted a proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such Shareholder on a ballot will be counted and the submitted proxy will be disregarded.

Non-Registered Shareholders who receive these materials through their intermediaries or the Corporation’s transfer agent are requested to follow the instructions for voting provided therein, which may include the completion and delivery of voting instruction forms.

We strongly encourage Shareholders wishing to have questions addressed at the Meeting to submit them in advance to Michael Falagario, Corporate Secretary of the Corporation, at mfalagario@caldwell.com.

---

The Corporation is committed to addressing questions submitted by Shareholders during the Meeting as timing and circumstances permit.

---

Dated at Toronto, Ontario the 2nd day of January, 2025

By Order of the Board of Directors

/s/ “Michael Falagario”

Michael Falagario
Corporate Secretary