Clarke Inc. — AGM Information 2020

May 20, 2020

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CLARKE INC.

NOTICE OF ANNUAL GENERAL MEETING

TO BE HELD ON THE 30[th] DAY OF JUNE, 2020

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the shareholders of Clarke Inc. (the "Company" or "Clarke") will be held at 145 Hobsons Lake Drive, Suite 106, Halifax, Nova Scotia, B3S 0H9 on June 30, 2020 at 9:00 a.m. AST to:

1. receive the consolidated financial statements of the Company for the year ended December 31, 2019 and the auditors' report thereon;

2. elect the directors of the Company;

3. appoint the auditors of the Company and authorize the directors to fix their remuneration; and

4. transact such further or other business as may properly come before the Meeting or any adjournments thereof.

Shareholders who are unable to be present personally at the Meeting are requested to sign and return, in the envelope provided for that purpose, the form of proxy accompanying this notice. Only holders of common shares of record at the close of business on May 19, 2020 will be entitled to attend the Meeting and to vote in person or by proxy, except to the extent that (a) the shareholder has transferred the ownership of such shares after such date and (b) the transferee of such shares produces a properly endorsed share certificate or otherwise establishes that he or she owns such shares and demands no later than 48 hours before the Meeting that his or her name be included in the list of shareholders entitled to vote at the Meeting.

IMPORTANT NOTE : On March 22, 2020, the Province of Nova Scotia declared a state of emergency to help contain the spread of the Coronavirus (COVID-19). Currently, the emergency order remains in effect until noon on May 31, 2020 but may be continued. Under the provincial statement of emergency, Nova Scotians are requested not to leave the province and to only leave home for essential items and services. Specifically, there are to be no social gatherings of more than 5 people. Based on these restrictions, the Company currently intends to hold an in-person shareholder meeting whereby shareholders are strongly encouraged to submit proxies in advance. At this time, only registered shareholders and duly appointed proxy holders will be entitled to attend the Meeting in person. However, as COVID19 is a rapidly evolving situation, the Company will continue to monitor and review provincial and federal governmental guidance in order to assess and implement measures to reduce the risk of spreading the virus at the Meeting, which may include potentially adjourning or postponing the Meeting. The Company will provide updates to any arrangements in respect of the Meeting by way of news release. Shareholders are encouraged to monitor Clarke’s website at https://www.clarkeinc.com/ or Clarke’s SEDAR profile at www.sedar.com, where copies of such news releases, if any, will be posted.

To ensure as many shareholders as possible are represented at the Meeting, shareholders are strongly encouraged to be represented by proxy and are requested to date, sign and return the instrument of proxy, or other appropriate form of proxy, in accordance with the instructions included in the Circular. To ensure your vote is counted, proxies must be received by Clarke’s transfer agent, Computershare Investor Services Inc., at 1500 Robert-Bourassa Blvd, 7th floor, Montreal, Quebec, H3A 3S8 by 8:00 a.m. on June 26, 2020. Shareholders who do not hold their shares in their own name are strongly encouraged to complete the voting instruction forms received from their broker as soon as possible and to follow the instructions set out under the section titled “ Notice to Beneficial Holders of Common Shares ” in the attached management information circular.

Dated at Halifax, Nova Scotia this 19[th] day of May, 2020.

By Order of the Board

(Signed): "George Armoyan"

George Armoyan Executive Chairman