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Direct Communication Solutions, Inc. — Proxy Solicitation & Information Statement 2025
Nov 15, 2025
47496_rns_2025-11-14_36558126-55b7-46f4-a86e-c21392ade96c.pdf
Proxy Solicitation & Information Statement
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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
Voting Instructions - Guidelines and Conditions
The Company is providing you the enclosed proxy-related materials for their securityholder Meeting. Your name, address and information about your security holdings have been obtained in accordance with applicable securities regulations from the intermediary holding them on your behalf (which is identified by name, code or identifier in the information on the top right corner on the reverse). The Voting Instruction Form (VIF) is to enable your vote to be submitted on the stated matters. Please complete, sign, date and return the VIF. Unless you appoint yourself or a delegate to attend the Meeting and vote, your securities can be voted only by Management Nominees in accordance with your instructions.
We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions. In order for these securities to be voted at the Meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this form to provide your voting instructions to us promptly. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
THIS VOTING INSTRUCTION FORM SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIAL. YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN THE FILING DEADLINE NOTED ON THE REVERSE OF THE VIF OR THE EQUIVALENT TIME BEFORE THE TIME AND DATE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.
Voting Instructions and Authority – Notes
- THIS VOTING INSTRUCTION FORM IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE COMPANY.
- If you appoint the Management Nominees indicated on the reverse to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendation 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.
- The appointment of the Management Nominees or another Appointee gives them discretion to vote on any other matters that may properly come before the Meeting.
- If internet voting is available, you can provide your voting instructions on the website see "Internet" section under "Voting Method".
- To be valid, this VIF must be signed. Please date the VIF. If the VIF is not dated, it is deemed to bear the date of mailing to the securityholders of the Company.
- This form does not convey any right to vote in person at the Meeting. We urge you to read the above instructions, and the Information Circular prior to completing, signing and returning the VIF so that your securities can be voted. If you want to attend the Meeting and vote in person, write your name in the place provided for that purpose on the reverse of this form. You can also write the name of someone else whom you wish to attend the Meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, contact your advisor.
- Guidelines for proper execution of the VIF are available at www.atac.ca. Please refer to the Proxy Protocol
| 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 | |
| For assistance, please contact TSX TRUST INVESTOR SERVICES. | |
| Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1 | |
| Tel: 1-866-600-5869 | |
| Email: [email protected] |
TMX
TSX TRUST
VOTING INSTRUCTION FORM ("VIF")
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
SECURITY CLASS: Common Shares
RECORD DATE: October 29, 2025
CONTROL NUMBER:
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 INQUILIGHTED 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: | ☐ | ☐ |
- 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; - 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 VIF revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME
Signature of beneficial owner(s)
Date (MM/DD/YYYY)
110725_v1