Calian Group Ltd. — Proxy Solicitation & Information Statement 2026

Jan 12, 2026

Notice of 2026 Annual and Special Meeting of Shareholders

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Calian Group Ltd.

When

February 12, 2026
10:00 AM (ET)

Where

Calian Head Office
400–770 Palladium Drive
Ottawa, Ontario

Record Date

December 15, 2025

Items of business

1) To receive the audited consolidated financial statements of the Corporation for the financial year ended September 30, 2025, and the auditors’ report
2) To elect the directors of the Corporation
3) To appoint the auditors and to authorize the directors of the Corporation to fix the auditors’ remuneration
4) To ratify and approve the continuation of the Corporation’s existing Shareholder Rights Plan
5) Other business that may properly come before the meeting

All of the items of business for the meeting are more fully described in the accompanying management information circular (“Circular”).

Delivery of materials

The Corporation is sending proxy-related materials to registered and non-registered 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.

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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, 2025, 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, 2026.

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, 1100-67 Young Street, Toronto, ON, M5E 1J8, not later than 10:00 a.m. (Eastern Time) on Tuesday, February 10, 2026 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

Carisa Gordon
Chief Legal Officer and Corporate Secretary
Kanata, Ontario
December 15, 2025

Notice of Meeting and Management Information Circular 2025

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Where to send proxies

Shareholders are requested to complete, sign and return such form of proxy or voting instruction form, as applicable.

Completed forms of proxy must be delivered to the Corporation’s transfer agent, Odyssey Trust Company by one of the following methods:

• by mail: 1100–67 Young Street, Toronto, ON, M5E 1J8,
  Attn: Proxy Department
  in the addressed envelope enclosed with your proxy

• by email to proxy@odysseytrust.com

• online at https://login.odysseytrust.com/pxlogin

• to the Secretary of the Corporation

no later than 10:00 a.m. (Eastern Time) on Tuesday, February 10, 2026.

Calian Group Ltd.