dentalcorp Holdings Ltd. — Proxy Solicitation & Information Statement 2025

Apr 22, 2025

dentalcorp

DENTALCORP HOLDINGS LTD.

NOTICE OF
ANNUAL GENERAL AND SPECIAL MEETING OF
SHAREHOLDERS
TO BE HELD ON
MAY 22, 2025

AND

MANAGEMENT INFORMATION CIRCULAR

April 11, 2025

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DENTALCORP HOLDINGS LTD.

Notice of Annual General and Special Meeting of Shareholders to be held on May 22, 2025

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of the holders (the “Shareholders”) of subordinate voting shares (the “Subordinate Voting Shares”) and multiple voting shares (the “Multiple Voting Shares”, and together with the Subordinate Voting Shares, the “Shares”) in the capital of dentalcorp Holdings Ltd. (the “Company”) will be held virtually via live webcast available online at https://virtual-meetings.tsxtrust.com/1735, password “dentalcorp2025” (case sensitive), on May 22, 2025 at 11 a.m. (Toronto time) for the following purposes:

(a) to receive the audited consolidated financial statements for the fiscal year ended December 31, 2024 and the auditor’s report thereon (the “Financial Statements”);

(b) to elect directors to the board of directors of the Company (the “Board”);

(c) to re-appoint the auditor and to authorize the Board to fix their remuneration;

(d) to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution approving certain amendments to the Company’s Equity Incentive Plan;

(e) to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution approving certain amendments to the Company’s Legacy Option Plan;

(f) to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution approving certain amendments to the Company’s Deferred Share Unit Plan; and

(g) to transact such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Management Information Circular dated April 11, 2025 accompanying this Notice of Meeting (the “Circular”). Shareholders are reminded to review the Circular prior to voting.

The Company will use “notice-and-access” to deliver proxy-related materials, including the Circular to Shareholders. Under notice-and-access, the Company is permitted, as an alternative to sending paper copies of the Circular and proxy-related meeting materials to Shareholders, to provide to Shareholders this notice containing, among other things, information regarding how to access these materials online as well as how to obtain paper copies of the Circular free of charge. Notice-and-access will directly benefit the Company through a substantial reduction in both postage and printing costs and will also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials.

Shareholders may request paper copies of the Circular and the Company’s financial statements and management’s discussion and analysis (the “MD&A”) for the most recently completed financial year by mail free of charge by calling TSX Trust Company toll-free at 1-866-600-5869 and entering your 12-digit control number as indicated on your voting instruction form or form of proxy.

If a request for paper copies of the Circular or the Company’s financial statements and MD&A is made prior to the date of the Meeting, the materials will be sent to you within three (3) business days of receiving your request. If a request for paper copies is made on or after the date of the Meeting, and within one year of the Circular being filed on SEDAR+, the materials will be sent to you within ten (10) calendar days of receiving the request.

In order for a Shareholder to receive a paper copy of the Circular in advance of the deadline for submission of voting instructions (currently scheduled for May 20, 2025) and the date of the Meeting, Shareholders should take into account the three (3) business day period for processing requests, as well as typical mailing times. It is estimated that the request for paper copies of the Circular must be received by May 13, 2025, in order to allow sufficient time for processing and

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mailing prior to the deadline for submission of voting instructions and the date of the Meeting. Please note that if you request paper copies of the Circular, you will not receive a new form of proxy or voting instruction form.

This year, in order to permit registered Shareholders and duly appointed proxyholders to have an equal opportunity to participate, vote and submit questions at the Meeting, regardless of their geographic location, we will hold the Meeting in a virtual only format, which will be conducted via live webcast available online at https://virtual-meetings.tsxtrust.com/1735. Registered Shareholders (as this term is used in the Circular) and duly appointed proxyholders will, on the website, be able to participate in the Meeting, submit questions and vote their Shares while the Meeting is being held. We hope that hosting a virtual meeting helps enable greater participation by our Shareholders by allowing Shareholders that might not otherwise be able to travel to a physical meeting to attend online.

The Board has fixed April 11, 2025 as the record date for the determination of Shareholders entitled to receive notice of and vote at the Meeting. Any Shareholder that has acquired Shares after the record date will not be entitled to receive notice of or vote those Shares at the Meeting.

If you are a registered Shareholder, whether or not you plan to attend the Meeting, you are requested to complete, sign, date and return the enclosed form of proxy to TSX Trust Company, the transfer agent and registrar of the Shares. To be valid, proxies must be deposited with TSX Trust Company, at 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, by fax at 416-595-9593 or over the internet at www.voteproxyonline.com no later than 11 a.m. (Toronto time) on May 20, 2025, or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for such adjournment or postponement of the Meeting. The deadline for the deposit of proxies may be waived or extended by the chair of the Meeting at their discretion, without notice.

If you are a non-registered Shareholder (for example, if you hold your Shares in an account with a broker, dealer or other intermediary), whether or not you plan to attend the Meeting, you should complete and send the form of proxy or voting instruction form, as applicable, in accordance with the instructions provided by your broker or intermediary. These instructions include the additional step of registering proxyholders with TSX Trust Company, the transfer agent and registrar of the Shares, after submitting your form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a control number required to participate in the Meeting and only being able to attend as a guest. Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests but will not be able to vote or submit questions at the Meeting. Please refer to the voting instructions provided in the “Appointment of Proxyholder and Revocation of Proxies” section of the accompanying Circular and call your broker, investment dealer or other intermediary for information on how you can vote your Shares.

Shareholders who wish to appoint a third-party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. To register a proxyholder, Shareholders MUST visit https://tsxtrust.com/resource/en/75 by May 20, 2025 at 11 a.m. (Toronto time) and provide TSX Trust Company with their proxyholder’s contact information by emailing tsxtrustproxyvoting@tmx.com, so that TSX Trust Company may provide the proxyholder with a control number via email.

DATED at Toronto, Ontario this 11th day of April, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Graham Rosenberg”
Graham Rosenberg, Chairman of the Board and Chief Executive Officer