Direct Communication Solutions, Inc. — Proxy Solicitation & Information Statement 2025

Nov 15, 2025

Direct Communication Solutions, Inc.
(the "Company")

Annual General and Special Meeting
December 8, 2025 at 10:00 a.m. (Vancouver Time)
17150 Via Del Campo #200, San Diego, CA USA
(the "Meeting")

DCS

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE COMPANY.
2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
3. If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
4. This proxy confers discretionary authority on the person named to vote in their discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
5. The securityholder has a right to appoint a person or company to represent the securityholder at the Meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled "Please print appointee name", the name of the person to be appointed, who need not be a securityholder of the Company.
6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Company.
7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in their discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
8. If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory's power to sign the proxy.
9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Electronic Delivery

If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:

1) After you vote online at www.voteproxyonline.com using your control number.
2) Through TSX Trust's online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login

For details go to www.tsxtrust.com/consent-to-electronic-delivery

VOTING METHOD
INTERNET	Go to www.voteproxyonline.com and enter the 12 digit control number
FACSIMILE	416-595-9593
MAIL or HAND DELIVERY	TSX Trust Company
301 - 100 Adelaide Street West
Toronto, Ontario, M5H 4H1

Investor inSite

TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.

To register, please visit: https://www.tsxtrust.com/t/investor-hub/forms/investor-insite-registration and complete the registration form

For assistance, please contact TSX TRUST INVESTOR SERVICES.

Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1

Tel: 1-866-600-5869

Email: tsxtis@tmx.com

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TMX

TSX TRUST

FORM OF PROXY ("PROXY")

Direct Communication Solutions, Inc.
(the "Company")

Annual General and Special Meeting
December 8, 2025 at 10:00 a.m. (Vancouver Time)
17150 Via Del Campo #200, San Diego, CA USA

CONTROL NUMBER:

SECURITY CLASS: Common Shares
RECORD DATE: October 29, 2025
FILING DEADLINE FOR PROXY: December 4, 2025 at 10:00 a.m. (Vancouver Time)

APPOINTEES

The undersigned hereby appoints William Espley, Chief Executive Officer of the Company (the "Management Nominees"), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with the voting instructions, if any, provided below.

• SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Number of Directors	FOR	AGAINST
To set the number of Directors at three (3).	☐	☐
2. Election of Directors	FOR	WITHHOLD
a) William Espley	☐	☐
b) Mike Yao Zhou	☐	☐
c) Shujie (Evelyn) Zhong	☐	☐
3. Appointment of Auditor	FOR	WITHHOLD
To appoint Davidson & Company LLP, Chartered Professional Accountants as the Auditor of the Company for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the Auditor.	☐	☐
4. Amendment to Certificate of Incorporation	FOR	AGAINST
To consider, and, if thought advisable, to pass a special resolution on a disinterested basis with Mike Yao Zhou abstaining that:
1. The Articles of Incorporation of the Company dated April 3, 2017, as amended by the Articles of Amendment dated December 16, 2019 and further amended by the Articles of Amendment dated February 2, 2023, are authorized to be altered (collectively, the "Amendments") as follows:
(a) the authorized share capital of the Company be amended as follows:
i. change the identifying name of the Company's currently authorized shares of common stock to Class A shares (the "Class A Shares"), having subordinate voting rights and such other rights, privileges, restrictions, and conditions set out in the Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company as attached as Schedule "A" to the Information Circular (the "Certificate of Amendment");
ii. increase the authorized share capital of the Company's Class A Shares to 500,000,000, as shall be more particularly set forth in the Certificate of Amendment;
iii. create a new class of Class B shares (the "Class B Shares"), with a par value of $0.00001 and authorize the Company to issue a maximum number of 500,000,000 Class B Shares, having multiple voting rights and other special rights and restrictions, in each case subject to the Sunrise Conditions (defined hereinafter) in regard of such Class B Shares, as described in the Information Circular and more particularly set out in the Certificate of Amendment;
(b) create and grant a one-time right to Mike Yao Zhou pertaining to 529,142 shares of common stock of the Company held as to 571 shares owned directly and 528,571 shares of common stock held by Superchain Investment One Limited, a British Virgin Islands company wholly owned by MCNM International Holding Limited, a British Virgin Islands company wholly owned by Mike Yao Zhou, which right shall entitle Mike Yao Zhou to elect to convert such shares when redesignated as Class A Shares into Class B Shares on a one-for-one basis;
2. The Company adopts the Certificate of Amendment and the provisions therein substantially in the form set out as Schedule "A" hereto, with such amendments as any one director or officer of the Company may approve, and all amendments to the aforesaid Certificate of Amendment, as amended, reflected therein are approved.
5. Listing on NYSE American or NASDAQ	FOR	AGAINST
To approve an application by the Company to list its shares of common stock or its Class A Shares, as the case may be, for trading on the NYSE American Stock Exchange, or alternatively, the NASDAQ Stock Market, and the authorization of the Board of Directors of the Company to take all such actions and execute all such documents as may be necessary or desirable in connection with the listing of its shares of common stock or its Class A Shares, as the case may be, on the NYSE American Stock Exchange, or alternatively, the NASDAQ Stock Market.	☐	☐
6. Approval of Other Business	FOR	AGAINST
To approve the meeting to transact such other business as may properly come before the Meeting or any adjournments thereof.	☐	☐

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s)

Date (MM/DD/YYYY)