Calian Group Ltd. — Proxy Solicitation & Information Statement 2024

Jan 15, 2024

Notice of 2024 Annual and Special Meeting of Shareholders

WHEN

February 15, 2024 10:00 AM (ET)

WHERE

Globe and Mail Centre 351 King Street E #1600, 17th floor Toronto, Ontario

RECORD DATE

December 18, 2023

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Items of business other security based
compensation arrangements
1) To receive the audited of the Corporation
consolidated financial (“Compensation Maximum”)
statements of the as well as all unallocated
Corporation for the financial options, rights and
year ended September 30, entitlements thereunder
2023, and the auditors’ report
5) To consider and, if deemed
2) To elect the directors of advisable, pass an ordinary
the Corporation resolution authorizing the
adoption of a Restated
3) To appoint the auditors and
Restricted Share Unit Plan of
to authorize the directors of
the Corporation to fix the the Corporation and
auditors’ remuneration approving the Compensation
Maximum as well as all
4) To consider and, if deemed
unallocated options, rights
advisable, pass an ordinary and entitlements thereunder
resolution approving,
confirming and ratifying the 6) Other business that may
Amended and Restated properly come before the
meeting
Stock Option Plan of the
Corporation and approving
the proposed maximum
All of the items of business for
number of common shares of
the meeting are more fully
7% of the outstanding
described in the accompanying
common shares issuable
management information
thereunder and under all
circular (“Circular”).
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Delivery of materials

The Corporation is sending proxy-related materials to registered and nonregistered shareholders using Notice and Access. Notice and Access is a set of rules that reduces the volume of materials that must be physically mailed to shareholders by posting the information circular and additional materials online. Shareholders will still receive the Notice of Meeting and may choose to receive a hard copy of the Circular and other materials. The Corporation will not use the procedure known as “stratification” in relation to its use of Notice and Access. Details are included in the Notice of Meeting.

The Circular, this Notice of Meeting, a form of proxy, the annual information form, the audited annual financial statements of the Corporation for the year ended September 30, 2023, and the management’s discussion and analysis relating to such financial statements are available on www.sedarplus.ca and at www.calian.com. Shareholders are reminded to review these online materials when voting. Shareholders may choose to receive paper copies of such materials or obtain further information about Notice and Access by contacting the Corporation, at the toll-free number 1-877-225-4264. In order for shareholders to receive paper copies of such materials in advance of any deadline for the submission of voting instructions and the date of the Meeting, it is recommended to contact the Corporation, at the number above as soon as possible but not later than January 31, 2024.

If you are a registered shareholder a form of proxy is enclosed. A copy of the proxy is also available on SEDAR at www.sedarplus.ca and at www.calian.com. If you are a non-registered shareholder a voting instruction form is enclosed. Shareholders are requested to complete, sign and return such form of proxy or voting instruction form, as applicable. In order for a registered shareholder to be represented by proxy at the Meeting, the shareholder must complete and submit the enclosed form of proxy or other appropriate form of proxy. Completed forms of proxy must be received by Odyssey Trust Company at Odyssey Trust Company, 702-67 Young Street, Toronto, ON, M5E 1J8, not later than 10:00 a.m. (Eastern Time) on Monday, February 13, 2023 or may be accepted by the Chair of the Meeting prior to the commencement of the Meeting. The Form of Proxy also provides details on how you may submit your proxy by telephone or internet. Non-registered shareholders should use the enclosed voting instruction form to provide voting instructions. The voting instruction form contains instructions on how to complete the form, where to return it to and the deadline for returning it. It is important to read and follow the instructions on the voting instruction form in order to have your vote count.

BY ORDER OF THE BOARD OF DIRECTORS

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Patrick Houston,

Chief Financial Officer and Corporate Secretary Kanata, Ontario December 18, 2023

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Calian Group Ltd.

Notice of Meeting and Management Information Circular 2023

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