Clarke Inc. — AGM Information 2021

Apr 14, 2021

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CLARKE INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO BE HELD ON THE 7[th] DAY OF MAY, 2021

NOTICE IS HEREBY GIVEN that the Annual General and Special 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 May 7, 2021 at 9:00 a.m. AST to:

1. receive the consolidated financial statements of the Company for the year ended December 31, 2020 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;

4. consider and, if thought advisable, pass an ordinary resolution, to approve all unallocated options under Clarke’s Stock Option Plan dated August 7, 2014; and

5. 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 April 1, 2021 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.

Out of an abundance of caution, to proactively deal with potential issues arising from the unprecedented public health impact of COVID-19, and to limit and mitigate risks to the health and safety of our communities, Shareholders, employees, directors and other stakeholders, the Company is discouraging physical attendance in person at the Meeting. Shareholders are strongly encouraged to exercise their right to vote by dating, signing and returning the enclosed form of proxy to Clarke’s transfer agent, Computershare Investor Services Inc., at 1500 Robert-Bourassa Blvd, 7th floor, Montreal, Quebec, H3A 3S8 by 8:00 a.m. by May 5, 2021. 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 12[th] day of April, 2021.

By Order of the Board

(Signed): "George Armoyan"

George Armoyan Chairman, President & CEO