EasTower Wireless Inc. — Proxy Solicitation & Information Statement 2022

Jun 16, 2022

EASTOWER WIRELESS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the “ Meeting ”) of Shareholders of Eastower Wireless Inc. (the “ Corporation ”) will be held at the offices of the Corporation, 8000 N. Federal Highway, Boca Raton, Florida, on Friday, the 8[th] day of July, 2022 at the hour of 11:30 a.m. (Toronto time) for the following purposes:

1. to receive the audited financial statements of the Corporation for the years ended April 30, 2021 and 2020, together with the report of the auditors thereon, and the financial statements of the Corporation for the three and nine months ended January 31, 2022 and 2021;

2. to elect five (5) directors for the ensuing year;

3. to appoint auditors of the Corporation for the ensuing year and authorize the directors to fix their remuneration;

4. to consider and, if thought appropriate, to pass an ordinary resolution (the text of which is disclosed in Section 10(iv) of the Management Information Circular) to ratify, confirm and approve a new equity incentive plan for the Corporation; and

5. to transact such further or other business as may properly come before the said meeting or any adjournment or adjournments thereof.

A copy of the Management Information Circular, a form of proxy and a return envelope accompany this Notice of Meeting. A copy of the audited financial statements of the Corporation for the years ended April 30, 2021 and 2020, together with the report of the auditors thereon, and the financial statements of the Corporation for the three and nine months ended January 31, 2022 and 2021, and accompanying management discussion and analysis, will be available for review at the Meeting and are available to the public on the SEDAR website at www.sedar.com.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting was June 3, 2022 (the “ Record Date ”). Shareholders of the Corporation whose names had been entered on the register of shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

A shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed proxy must be mailed so as to reach or be deposited with TSX Trust, Attention: Proxy Department, 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, facsimile: (416) 5959593, not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof.

The instrument appointing a proxy must be in writing and must be executed by the shareholder or his or her attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

The individuals named in the enclosed form of proxy are directors and/or officers of the Corporation. Each shareholder has the right to appoint a proxyholder other than such individuals, who need not be a shareholder, to attend and to act for such shareholder and on such shareholder’s behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder’s appointee should be legibly printed in the blank space provided.

DATED this 3[rd] day of June, 2022.

BY ORDER OF THE BOARD

(signed) “Vlado P. Hreljanovic” President and Chief Executive Officer

CAN: 40698157.1