EGUANA TECHNOLOGIES INC.

NOTICE OF ANNUAL SPECIAL GENERAL MEETING OF SHAREHOLDERS

November 27, 2025

The annual general meeting (the "Meeting") of holders (the "Shareholders") of common shares (the "Common Shares" or the "Voting Securities") in the capital of Eguana Technologies Inc. (the "Corporation") will be held on November 27, 2025 at 10:00 AM MDT at the Corporation's office located at 3636 7th Street S.E. Calgary, Alberta T2G 2Y8, for the following purposes:

to receive the audited financial statements for the financial year ended December 31, 2024 and the report of the auditor thereon, and the unaudited financial statements of the Corporation for the interim year ended June 30, 2024. See "Presentation of Financial Statements" in the Circular (as defined herein);
to set the number of directors at four (4). See "Fix Number of Directors" in the Circular;
to elect directors of the Corporation to hold office until the next annual meeting of the Shareholders or until their successors are elected or appointed. See "Election of Directors" in the Circular;
to re-appoint the auditor of the Corporation and authorize the directors to fix the auditors' remuneration. See "Appointment of Auditor" in the Circular; and
to transact such other business as may properly be brought before the Meeting.

Shareholders are referred to the accompanying management information circular dated October 20, 2025 (the "Circular") of the Corporation for more detailed information with respect to the matters to be considered at the Meeting.

The board of directors of the Corporation has fixed the close of business on October 8, 2025 as the record date for determining holders of the Voting Securities who are entitled to vote at the Meeting.

The Corporation has elected to use the "notice-and-access" ("Notice-and-Access") provisions under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer for the Meeting in respect of the mailing of the Meeting materials to beneficial Shareholders. Registered shareholders will receive a full copy of the Meeting materials, including a copy of the Circular. Notice-and-Access is a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials required to be physically mailed to shareholders by allowing a reporting issuer to post its proxy-related meeting materials on a website. Shareholders have the right to request hard copies of any proxy-related materials posted online by the Corporation under Notice-and-Access. Meeting materials, including the Circular, will be available under the Corporation's profile at www.sedarplus.ca and also at https://docs.tsxtrust.com/2076. The Corporation will provide to any shareholder, upon request to TSX Trust Company ("TSX Trust"), the Corporation's transfer agent, a paper copy of the Circular and the audited financial statements of the Corporation for the financial year ended December 31, 2024 or management's discussion and analysis of the Corporation filed with the applicable securities regulatory authorities during the past year. In order to allow reasonable time for requesting shareholders to receive and review a paper copy of the Circular or other documents prior to the proxy deadline (as specified below), any shareholder who wishes to receive paper copies of any of the Meeting materials should contact TSX Trust by November 18, 2025 by calling toll-free at 1-800-600-5869 or direct and entering in your control number as indicated on your voting instruction form or form of proxy. Shareholders are reminded to review the Circular prior to the voting.

In order to streamline the Meeting process, the Corporation encourages Shareholders to vote in advance of the Meeting using the voting instruction form or the form of proxy mailed to them with the Meeting materials and submitting them to TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1 or by fax 416-595-9593 or by voting online: www.voteproxyonline.com, by no later than 10:00 AM MDT on Tuesday, November 25, 2025, the cut-off time for deposit of proxies prior to the Meeting. Shareholders wishing to attend the Meeting are encouraged to do so by logging into the webcast or calling the number below, and instructions will be provided as to how Shareholders entitled to vote at the Meeting may participate and vote.

Holders of the Voting Securities who are unable to be present at the Meeting are requested to date, sign, and return the accompanying form of proxy to TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1 or by fax 416-595-9593 or by voting online: www.voteproxyonline.com, prior to 10:00 AM MDT on November 25, 2025, being at least 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment. Votes cast electronically or by telephone are in all respects equivalent to, and will be treated in the exact same manner as, votes cast via a paper form of proxy. Further details on the electronic voting process are provided in the form of proxy. Non-registered Shareholders who receive these materials through their broker or other intermediary should complete and send the voting instruction form in accordance with the instructions provided by their broker or intermediary. To be effective, a proxy must be received by TSX Trust not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or any adjournment thereof. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

Dated the 20th day October, 2025

BY ORDER OF THE BOARD OF DIRECTORS OF EGUANA TECHNOLOGIES INC.

"George W. Powlick"

George W. Powlick, Chair -Board of Directors

EGUANA TECHNOLOGIES INC.

Management Information Circular

dated October 20, 2025

For the Annual and Special General Meeting to be held on November 27, 2025

General

This management information circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Eguana Technologies Inc. (the "Corporation") for use at the annual general meeting (the "Meeting") of holders of common shares (the "Common Shares" or the "Voting Securities") in the capital of the Corporation (each a "Shareholder" and collectively, the "Shareholders") to be held on November 27, 2025 at 10:00 AM MDT at the Corporation's office located at 3636 7th Street S.E. Calgary, Alberta T2G 2Y8, for the purposes set out in the accompanying notice of the Meeting (the "Notice").

The record date for the purpose of determining Shareholders is October 8, 2025 (the "Record Date"). Shareholders of record on that date are entitled to receive notice of and attend the Meeting and vote their Voting Securities, except to the extent that any registered Shareholders have transferred the ownership of any Voting Securities subsequent to the Record Date and the transferee of those Voting Securities produces properly endorsed share certificates, or otherwise establishes that he or she owns the Voting Securities and demands, not later than 10 calendar days before the Meeting, that his or her name be included on the Shareholders list, in which case, the transferee will be entitled to vote his or her Voting Securities at the Meeting.

SOLICITATION OF PROXIES

The enclosed proxy is being solicited by Management for use at the Meeting. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of communication by the officers, directors and employees of the Corporation, none of whom will be specifically remunerated therefor. The cost of any such solicitation will be borne by the Corporation.

There is enclosed with this Circular a proxy form for use at the Meeting, and a supplementary mailing list return card to be used to request inclusion on the Corporation's supplementary mailing list for its annual and interim financial statements. Each registered Shareholder ("Registered Shareholder") as of the Record Date is entitled to attend the Meeting and vote either in person or by proxy.

In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with intermediaries (collectively, the "Intermediaries", or individually, an "Intermediary") or their nominees (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered Registered Retirement Savings Plans, Registered Retirement Income Funds, Registered Education Savings Plans and similar plans) to forward proxy-related materials to the Objecting Beneficial Shareholders (as defined below) whose Common Shares are held by or in custody of such Intermediaries. Such Intermediaries are required to forward such documents to Objecting Beneficial Shareholders unless an Objecting Beneficial Shareholder has waived the right to receive them.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are officers and directors of the Corporation. As a Shareholder, you have the right to appoint a person, who need not be a Shareholder, to represent you at the Meeting. To exercise this right you should insert the name of your representative in the blank space provided on the form of proxy and strike out the other names or submit another appropriate proxy. The form of proxy should be dated and executed by the Shareholder or an attorney, authorized in writing

and with proof of the authorization attached. A proxy may be revoked by a registered Shareholder personally attending at the Meeting and voting his Voting Securities in person.

A form of proxy will not be valid for the Meeting or any adjournment unless it is completed and delivered to TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1 no later than 10:00 AM MDT on November 25, 2025, or any adjournment thereof. You may also send your proxies by fax to (416) 595-9593 or vote your shares online at www.voteproxyonline.com.

The Voting Securities represented by the Shareholder proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and that, if the Shareholder specifies a choice with respect to the matter to be acted upon, the Voting Securities will be voted accordingly.

A Shareholder may revoke his proxy at any time prior to a vote. In addition to revocation in any other manner permitted by law, a proxy may be revoked by depositing an instrument in writing executed by the Shareholder or by his authorized attorney in writing, or, if the Shareholder is a company, under its corporate seal by an officer or attorney duly authorized, either at the registered office of the Corporation or with TSX Trust Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment at which the proxy is to be used, or with the Chair of the Meeting on the day of the Meeting, or any adjournment.

ADVICE TO BENEFICIAL HOLDERS OF SHARES

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold Voting Securities, in which they have a beneficial interest, in their own name (the "Beneficial Shareholders").

Beneficial Shareholders should note that only proxies deposited by Shareholders who appear on the records of the registrar and transfer agent will be recognized at the Meeting. If the Voting Securities are listed in an account statement provided to a Beneficial Shareholder by a broker, those Voting Securities will, in all likelihood, not be registered in the Shareholder's name. Without specific instructions, brokers and their nominees are prohibited from voting shares held by Beneficial Shareholders.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every broker and other intermediaries have their own mailing procedures and provide their own return instructions to clients which should be carefully followed by Beneficial Shareholders in order to ensure that their Voting Securities are voted at the Meeting. The majority of brokers delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Solutions, Canada ("Broadridge"). Broadridge mails a Voting Information Form (the "VIF") asking the Beneficial Shareholders to return the VIF to Broadridge by mail or by way of the Internet or telephone. A Beneficial Shareholder who receives a VIF cannot use that VIF to vote directly at the Meeting.

All reference to Shareholders in this Circular, the form of proxy and Notice are to registered Shareholders unless specifically stated otherwise.

NOTICE-AND-ACCESS

The Corporation has elected to use the "notice-and-access" provisions under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") for the Meeting in respect of the mailing of the Meeting materials to Beneficial Shareholders. The notice-and-access provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials required to be physically mailed to shareholders by allowing a reporting issuer to post its proxy-related meeting materials on a website.

REQUEST FOR FINANCIAL STATEMENTS

National Instrument 51-102-Continuous Disclosure Obligations ("NI 51-102") sets out the procedures, for a Shareholder to receive financial statements. If you wish to receive financial statements, you may use the enclosed form or provide instructions in any other written format.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Common Shares. As at the Record Date, there was 45,195,596 Common Shares issued and outstanding.

The holders of Common Shares are entitled to one (1) vote for each Common Share held on all matters to be considered and acted upon at the Meeting. Quorum of the Shareholders holding Common Shares shall be at minimum two persons present and holding or representing by proxy not less than 5% of issued and outstanding Common Shares entitled to vote at the Meeting.

To the knowledge of the directors and management, as at the Record Date, no person or company beneficially owned, directly or indirectly, or exercised control or direction over, voting securities carrying more than 10% of the voting rights attached to all classes of Voting Securities of the Corporation, other than as follows:

Name and Province/ Country of Residence	Number and Class of Voting Security	Percentage of Class Outstanding
ITOCHU Corporation	6,850,337 Common Shares	15.16%^{(1)(2)}

Notes:
(1) Percentage based on 45,195,596 Common Shares issued and outstanding as at the Record Date.
(2) Assuming full conversion of the convertible debenture held by ITOCHU Corporation, it would hold 13,450,337 Common Shares representing approximately 25.97% of the Corporation's issued and outstanding Common Shares on a partially diluted basis.

BUSINESS OF THE MEETING

The Meeting will be constituted as an annual general meeting. The annual business and special resolutions, to be transacted at the Meeting are as follows:

PRESENTATION OF FINANCIAL STATEMENTS

The board of directors of the Corporation (the "Board") has approved the audited financial statements for the year ended December 31, 2024, together with the auditors' report thereon and the unaudited financial statements of the Corporation for the interim year ended June 30, 2025. These financial statements have been mailed to registered and Beneficial Shareholders that responded to the Corporation's request card. The financial statements are available on the Corporation's SEDAR+ profile at www.sedarplus.ca and will be presented at the Meeting.

FIX NUMBER OF DIRECTORS

Shareholders will be asked to vote in favour of the resolution to fix the number of directors to be elected at the Meeting at four (4). Unless otherwise directed, it is the intention of the management designees, if named as proxy, to vote proxies in the accompanying form in favour of an ordinary resolution fixing the number of directors to be elected at the Meeting at four (4) members, the text of which is as follows:

"BE IT RESOLVED that the number of directors of the Corporation be fixed at four (4) is hereby approved."

ELECTION OF DIRECTORS

There are currently four (4) directors and their term of office will expire at the Meeting unless such director is re-elected as a director at the Meeting. Management proposes that four (4) directors be elected at the Meeting. At the

Meeting, Shareholders will be asked to elect the nominees set forth below. Unless otherwise directed, it is the intention of the management designees, if named as proxy, to vote proxies in the accompanying form in favour of an ordinary resolution electing the four (4) nominees set forth below as directors of the Corporation, the text of which is as follows:

"BE IT RESOLVED that the election of George W. Powlick, Michael Carten, Karen Hayward, and Justin Holland as directors of the Corporation to hold office until the earlier of the next annual meeting of the Shareholders or until their successors are elected or appointed, is hereby approved."

The following table sets forth the nominees, positions with the Corporation, their principal occupations, periods during which they have served as directors and the number of voting shares beneficially owned, directly or indirectly, by each of them, or over which they exercise control or direction.

Name and Residence	Position Currently Held	Principal Occupation	Director Since	Number of Common Shares Held
George W Powlick 1, 2, 3
Arizona, USA	Director	Partner at Astanor Ventures	May 2009	750,071
Michael Carten 4, 6
British Columbia, Canada	Director	Retired; President and Chief Executive Officer of the Corporation until August 2015.	September 1999	97,644
Karen Hayward 5
California, USA	Director	Managing Partner, Chief Outsiders	July 2021	17,485
Justin Holland
Ontario, Canada	Director and Chief Executive Officer	Chief Executive Officer since August 2015; Former Chief Operating Officer since July 2010	July 2016	493,949

Notes:
1. Chair of the Board.
2. Chair of the audit and governance committee of the Board (the "Audit and Governance Committee").
3. Chair of the compensation committee of the Board (the "Compensation Committee").
4. Member of the Audit and Governance Committee.
5. Member of the Compensation Committee.
6. Mr. Carten holds his Common Shares directly and indirectly personally and through Michael Carten Professional Corporation and Sustainable Energy Technologies Inc.

Penalties, Sanctions, Cease Trade Orders or Bankruptcies

Other than outlined below, no proposed director, within 10 years before the date of this Circular, has been, a director, chief executive officer or chief financial officer of any company that:

(a) was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an "Order") that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Except as outlined with respect to Mr. Holland, no proposed director has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Mr. Holland was subject to a management cease trade order ("MCTO") on April 30, 2024, by the Corporation's principal regulator, the Alberta Securities Commission, under National Policy 12-203 – Management Cease Trader Orders ("NP 12-203"). The MCTO was issued as a result of the Corporation notifying the Alberta Securities Commission about the potential late filing of the annual audited financials statements. The filing its annual audited financial statements, and other associated filings, for the year ended December 31, 2023, were delayed as a result of personnel changes within the Corporation's finance team, as well as general delays with the audit. The annual filings were due on April 29, 2024 and were filed on May 30, 2024, and as a result the MCTO was rescinded on May 30, 2024.

No proposed director, within 10 years before the date of this Circular, has been a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of the proposed director ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, except as noted below.

No proposed director has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

RE-APPOINTMENT OF AUDITORS

Shareholders will be asked to vote in favour of a resolution to re-appoint MNP as the new auditors of the Corporation to hold office until the next annual general meeting of Shareholders and to authorize the directors to fix their remuneration.

Unless otherwise directed, it is the intention of the management designees, if named as proxy, to vote proxies in the accompanying form in favour of an ordinary resolution to re-appoint MNP, as auditors of the Corporation to hold office until the next annual general meeting of Shareholders and to authorize the directors to fix their remuneration, the text of which is as follows:

"BE IT RESOLVED that the re-appointment of MNP LLP as auditors of the Corporation to hold office until the next annual meeting of the Shareholders and the directors of the Corporation be authorized to fix the auditor's remuneration and the terms of their engagement is hereby approved."

AUDIT AND GOVERNANCE COMMITTEE

The Audit and Governance Committee consists of George Powlick, who serves as Audit and Governance Committee Chair and Michael Carten. Each member is considered financially literate. All members of the Audit and Governance Committee are not officers, employees or control persons.

The Audit and Governance Committee charter is attached hereto as Appendix A.

EXEMPTION

The Corporation is relying upon the exemption in section 6.1 of NI 52-110 in respect of the composition of its Audit and Governance Committee and its reporting obligations under NI 52-110.

COMPENSATION COMMITTEE

The Compensation Committee consists of George Powlick who serves as Compensation Committee Chair, and Karen Hayward.

The Compensation Committee charter is attached hereto as Appendix B.

RELEVANT EDUCATION AND EXPERIENCE

George W. Powlick has been an active venture capitalist since 1995 in Silicon Valley and in Europe. He is currently a Partner with Astanor Ventures. Previously, he co-founded Doughty Hanson Technology Ventures in 2000 and was head of the Strategic Investments and Acquisitions Group for Intel Corporation in Europe and the Middle East. He holds an MBA from the UCLA Anderson School of Management and a BSc in materials science and engineering from the University of California, Berkeley.

Michael Carten, LLB is co-founder, and former President, CEO and Chair, and has led the Corporation from proof of concept through the product development and commercialization process to full production. Mr. Carten has more than 30 years' experience in the conventional and alternative energy industry. Mr. Carten holds a BA from Loyola College (Université de Montréal) and a Bachelors of Law from Dalhousie Law School. Mr. Carten is a graduate of the Institute of Corporate Directors.

BOARD OBSERVER

Hiroaki Murase, of ITOCHU Corporation, serves as a Board observer (the "Board Observer"). Under the terms of an investor rights agreement among the Corporation and ITOCHU Corporation, dated May 13, 2020 (the "Board Observer Agreement"), the Corporation granted the Board Observer the right to attend meetings of the Board in a non-voting, observer capacity. Notwithstanding the foregoing, the Corporation may exclude the Board Observer from access to any Board materials, meeting or portion thereof if the majority of the Board has a good faith reason to believe that the Board Observer's receipt of such information or presence at such meeting would be materially prejudicial to the Corporation.

The Audit and Governance Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit and Governance Committee Charter.

EXTERNAL AUDITOR SERVICE FEES

The aggregate fees billed by the external auditors in each of the last two (2) financial years for audit and other fees are as follows:

Financial Year Ending	Audit Fees^{1}	Audit Related Fees^{2}	Tax Fees^{3}	All Other Fees^{4}
December 31, 2024
MNP	$290,239	-	$15,070	Nil
December 31, 2023
KPMG	$299,600	-	$9,737	Nil

Notes:
1. "Audit fees" include fees for services rendered by the external auditors in relation to the audit and review of the Corporation's financial statements and in connection with the Corporation's statutory and regulatory filings.
2. "Audited related fees" include the aggregate audit related fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation's financial statements and are not reported as "Audit Fees"
3. "Tax Fees" include the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning.
4. "All Other Fees" include the aggregate fees billed for products and services, other than "Audit fees", "Audit related fees" and "Tax fees" above.

COMPENSATION OF NAMED EXECUTIVE OFFICERS AND DIRECTORS

Based on the definition of Named Executive Officer or NEO in Form NI 51-102F6V – Statement of Executive Compensation – Venture Issuers, during the Corporation's financial year ended December 31, 2024, which consisted of fifteen months, the Corporation had four (4) named executive officers: (i) Justin Holland, Chief Executive Officer ("CEO"); (ii) Hansine Ullberg, Chief Financial Officer ("CFO"); (iii) Brent Harris, Executive Vice-President ("EVP") and interim Chief Financial Officer and (iv) Daljit Ghotra, Chief Technology Officer ("CTO").

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation to each Named Executive Officer and director of the Corporation in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or a director of the Corporation for services provided and for services to be provided, directly or indirectly, to the Corporation, for each of the Corporation's two (2) most recent completed financial years.

Other than the Corporation's existing stock option plan, established by the board of directors and approved by the Shareholders on September 26, 2024 (the "Stock Option Plan"), the Corporation does not have any share-based award plans, non-equity long-term incentive plans, or any defined benefit or defined contribution pension plans for its NEOs.

Compensation excluding compensation securities^{6}
Name and position	Financial Year Ended	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of all other Compensation ($)	Total Compensation ($)
Justin Holland CEO and Director^{1}	December 31, 2024
December 31, 2023	273,000
277,000	Nil
Nil	Nil
Nil	Nil
66,000	273,000
343,000
Brent Harris
EVP	December 31, 2024
December 31, 2023	185,707
191,400	Nil
Nil	Nil
Nil	1,475
1,400	187,182
192,800
Hansine Ullberg^{2}
CFO	December 31, 2024
December 31, 2023	273,243
136,900	Nil
Nil	Nil
Nil	1,510
900	274,753
137,800
Daljit Ghotra
CTO	December 31, 2024
December 31, 2023	131,730
138,300	Nil
Nil	Nil
Nil	1,355
1,300	133,085
139,600
Michael Carten
Director	December 31, 2024
December 31, 2023	Nil
Nil	Nil
Nil	31,500
30,000	Nil
Nil	31,500
30,000
George Powlick
Director	December 31, 2024
December 31, 2023	Nil
Nil	Nil
Nil	46,000
30,000	Nil
Nil	46,000
30,000
Graeme Stening^{3}
Director	December 31, 2024
December 31, 2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Karen Hayward
Director	December 31, 2024
December 31, 2023	Nil
Nil	Nil
Nil	32,000
28,500	Nil
Nil	32,000
28,500

| Robert Penner^{4} Director | December 31, 2024
December 31, 2023 | Nil
Nil | Nil
Nil | Nil
40,000 | Nil
Nil | Nil
40,000 |
| --- | --- | --- | --- | --- | --- | --- |
| Sonja Kuehnle^{5} Past CFO | December 31, 2024
December 31, 2023 | NIL
99,900 | Nil
Nil | Nil
Nil | Nil
500 | Nil
99,900 |

Notes:
1. All compensation paid to Justin Holland has been in respect of his position as an executive officer of the Corporation and is paid to J. Holland Consulting and/or 2565009 Alberta Inc. and has been included in the table above.
2. Mrs. Ullberg resigned as CFO effective February 21, 2025 and the compensation table includes only amounts up to that date. After that date, Ms. Ullberg was paid consulting fees for various finance support, up to $65,000.
3. Mr. Stening resigned as Director effective December 5, 2023.
4. Mr. Penner resigned as Director effective November 1, 2023.
5. Mrs. Kuehnle resigned as CFO effective May 8, 2023, and the compensation table includes only amounts up to that date. After that date, Ms. Kuehnle was paid consulting fees for various finance support, paid to her professional corporation, up to September 30, 2023.
6. The Corporation did not pay any perquisites to the directors or NEOs during financial 2023 or 2024.

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

The following table sets forth all compensation securities granted or issued to each NEO or director by the Corporation in the most recent financial year. Other than the Stock Option Plan, the Corporation does not have any share-based award plans for its NEOs. Each stock option of the Corporation (each, an "Option" and collectively, "Options") can be exercised into one common share of the Corporation (each, a "Common Share" and collectively, "Common Shares").

Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Justin Holland CEO and Director	Stock Options	Nil	-	-	-	$0.10	-
Brent Harris EVP	Stock Options	Nil	-	-	-	$0.10	-
Hansine Ullberg CFO	Stock Options	25,000	May 23, 2023	$0.17	$3.00	$0.10	May 23, 2033
Daljit Ghotra CTO	Stock Options	Nil	-	-	-	$0.10	-
Michael Carte, n Director	Stock Options	Nil	-	-	-	$0.10	-
George Powlick Director	Stock Options	Nil	-	-	-	$0.10	-
Karen Hayward Director	Stock Options	Nil	-	-	-	$0.10	-
Robert Penner Past Director	Stock Options	Nil	-	-	-	$0.10	-
Sonja Kuehnle Past CFO	Stock Options	Nil	-	-	-	$0.10	-

During the financial year ended December 31, 2024, no compensation securities have been re-priced, cancelled and replaced, had their terms extended, or otherwise been materially modified, in the most recently completed financial year.

On December 31, 2024, the following total amount of compensation securities were held by each NEO and director:

| Name and position | Number of Stock Options Issued
Number of Stock Options Vested |
| --- | --- |
| Justin Holland
CEO and Director | 303,276
283,276 |
| Brent Harris
EVP | 223,332
203,332 |
| Hansine Ullberg
CFO | 25,000
8,333 |
| Daljit Ghotra
CTO | 173,376
153,376 |
| Michael Carten
Director | 45,847
43,347 |
| George Powlick
Director | 20,620
18,120 |
| Karen Hayward
Director | 17,500
15,000 |
| Graeme Stening
Past Director | - |
| Robert Penner
Past Director | 29,641
27,141 |
| Sonja Kuehnle
Past CFO | Nil
Nil |
| Total
Vested | 838,592
751,925 |

The Options normally vest one third per year, on the first, second and third annual anniversary, after the grant date, with a ten-year term. There are no other restrictions or conditions for converting, exercising or exchanging the Options.

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

No director or NEO exercised any compensation securities during the most recently completed financial year.

STOCK OPTION PLANS AND OTHER INCENTIVE PLANS

The board of directors of the Corporation established the Corporation's existing Stock Option Plan, whereby the Corporation may grant Options to purchase Common Shares to the directors, officers, employees, and consultants of the Corporation, which was approved by Shareholders on September 26, 2024. Options generally vest in three tranches, at one third per year, starting immediately or at year one, so vesting completely over three or four years, from the date of issue. The Stock Option Plan allows for a maximum term of ten years on any Option issued, and generally the Options have either a ten or a five year term. The minimum price at which the Options may be granted is the Discounted Market Price (as defined by the TSX Venture Exchange Corporate Finance Manual) on the date of issue. The amount, the vesting, the term and price are determined by the Board and outlined in each stock option agreement, at the time of approval.

The Stock Option Plan is fixed and therefore the Corporation, at the discretion of the Board, may issue up to a maximum of 4,489,560 Options. The maximum number of shares reserved for issuance under the Stock Option Plan, was last approved by the shareholders of the Corporation on September 26, 2024.

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

CONSULTING AGREEMENT – J. HOLLAND CONSULTING

The Corporation entered into a consulting agreement with J. Holland Consulting, effective November 15, 2010, for Mr. Holland to render services to the Corporation for an annual consulting fee of $150,000. In August 2015, he was appointed as CEO of the Corporation and the consulting agreement remained in place following Mr. Holland's appointment as CEO and is currently in effect. The agreement allows for an annual increase of 5% on the consulting fees and an annual bonus of 30%, subject to approval from the Board. Various compensation reviews have occurred, and the annual consulting fee was increased, in most cases annually. Mr. Holland does not receive any employee benefits or other compensation, except housing.

CONSULTING AGREEMENT – S. KUEHNLE CONSULTING LTD.

The Corporation entered into a consulting agreement with S. Kuehnle Consulting, effective May 9, 2023, for Ms. Kuehnle to render accounting support to the Corporation for a monthly fee of $3,000. This contract was terminated September 30, 2023.

TERMINATION AND CHANGE OF CONTROL BENEFITS

Except as specifically described below in respect of Mr. Carten, the Corporation is not a party to any contract, agreement, plan or arrangement that provides for payments to a NEO or director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation, its subsidiaries or affiliates or a change in a NEOs responsibilities.

Effective September 1, 2009, the Corporation and Michael Carten entered into an employment contract, as amended from time to time, which was to expire on December 31, 2017. Under his employment contract, Mr. Carten was entitled to a salary of $300,000 per year plus normal benefits, the payment of 1/2 of which were deferred subject to the Corporation reaching certain earnings thresholds, a change of control or Mr. Carten's termination. On August 17, 2015, Mr. Carten's employment contract was terminated and he became entitled to the deferred salary and benefits which by agreement became payable at the rate of $13,115 per month over 82 months, subject to becoming due immediately in the event of a change in control or the Corporation achieving an average of $1,000,000 in earnings before interest, taxes, depreciation and amortization for any two consecutive financial quarters. The final payment was made on June 3, 2022.

DIRECTOR COMPENSATION

The Corporation paid director compensation only to independent directors. Mr. Stening did not receive any fees as a director. The fees included an annual retainer, plus committee fees for any director acting as chair of the committee, plus meeting fees for any meeting of the Board or a committee of the Board, which was attended

by the director, during the year ended December 31, 2024. The annual retainer was $25,000 per year per director. The annual retainer for the Audit and Governance Committee Chair was $10,000 per year. An annual retainer for Compensation Committee Chair was not in effect during the year ended December 31, 2024. The meeting fees was $2500 per meeting. Mr. Penner and Mr. Powlick were paid annual retainers as Audit and Governance Committee Chair, prorated for the partial years they served in those positions. Directors were paid throughout the year, usually quarterly. In addition, the directors were reimbursed for specific expenses incurred in carrying out their duties as directors, such as travel.

Other than the Stock Option Plan, the Corporation does not have share-based award plans, non-equity incentive plans or pension plans for its directors.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

NEO COMPENSATION GOVERNANCE

Objectives and Philosophy of the Compensation Program

The overall compensation program is intended to attract and retain competent, committed individuals who will ensure the long-term success of the Corporation by rewarding performance and contributions to the achievement of corporate goals and objectives. The Corporation strives to maintain alignment between the interests of shareholders with those of executives and key employees. To this end, salaries for the CEO and certain of the key employees, have been held significantly below market, and employees and executives have been awarded Options, allowing the Corporation to offer a competitive compensation package and encouraging investment in the Corporation.

Criteria for Compensation

The compensation policy is based largely upon the market value of the type of job the individual performs, the experience, skills, knowledge and responsibilities of the individual and their level of individual performance.

Elements of Compensation and Determination of Amounts for each Element

The Corporation strives to provide a competitive compensation package, with a direct link to corporate performance, by emphasizing the components of cash and Options to motivate highly qualified personnel. To this end, the Corporation compensates its executive officers through base salary and the award of Options to acquire Common Shares under the Plan, all at levels which the Corporation believes are reasonable in light of the performance of the Corporation under the leadership of the executive officers.

Base Salary

Base salary is intended to compensate core competencies in the executive role relative to skills, level of responsibility, industry experience, individual performance and contribution to the growth of the Corporation. Base salary provides fixed compensation determined by reference to competitive market information. Salaries of certain executive officers have historically been kept significantly below those of the industry and general marketplace because a greater emphasis is placed on Options in order to better align the interests of executives with those of shareholders. Base salaries for executive officers are reviewed by the Board to ensure they are appropriate so as to protect the ability of the Corporation to hire and retain key personnel.

Options

Long-term equity-based incentive compensation, through the granting of Options, is an important element of the compensation policy because it rewards long-term performance, by allowing executive officers and employees to participate in the market appreciation of the Common Shares and the overall growth of the Corporation. The Board believes that the granting of Options is required for the Corporation to be competitive, from a total remuneration standpoint, and to encourage retention. The granting of Options also promotes the alignment of interests of shareholders and executives.

With respect to the granting of Options, the Board reviews any recommendations of the CEO for Option awards. The CEO bases his decision upon the seniority, level of responsibility and the contribution of each individual toward the

Corporation's goals and objectives. Consideration is also given to the overall number of Options that are outstanding, relative to the number of outstanding Common Shares, in determining whether to make any new grants of Options.

Pursuant to the terms of the Plan, the Board has the discretion to determine the fixed term of the Options, which shall not exceed ten years, and vesting provisions of the Options at the time of granting, including accelerated vesting, performance conditions or early termination provisions for the Options. The Board shall have the discretion to amend the date upon which Options will terminate on a case by case basis.

As at December 31, 2024, the total number of Common Shares issuable upon exercise of the outstanding vested options was 1,326,200.

Benefits

The NEOs are eligible to participate in the same benefits as offered to all full-time employees. The Corporation does not view these benefits as a significant element of its compensation structure but does believe that they can be used in conjunction with base salary to attract, motivate and retain individuals in a competitive environment.

Assessment of Compensation

The Corporation's Compensation Committee of the Board of Directors reviews the compensation program and the salaries, benefits and options, for NEOs and directors, at least annually. The Compensation Committee reviews and recommends the compensation for the CEO, with overall approval from the Board of Directors. The CEO reviews and approves the compensation for the other NEOs, except for newly hired executive personnel.

The Corporation recognizes that past and future success of the Corporation relies on its people and strives to foster compensation packages that promote the attraction, retention and development of quality personnel. Although salaries have historically been significantly below market, total compensation of executive officers is targeted to be competitive against similarly sized companies within the industry.

Director Compensation

Director compensation is determined through review of market rates that other directors are being paid on boards of similar types of companies of similar size. The Chair of the Board provides final approval.

PENSION PLAN BENEFITS

The Corporation does not have in place any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following sets forth information for Options outstanding, under the Stock Option Plan, as at December 31, 2024.

Plan Category	Number of Common Shares to be Issued Upon Exercise of Outstanding Options	Weighted-Average Exercise Price of Outstanding Options	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans^{1}
Equity compensation plans approved by securityholders	1,326,200	$3.10	3,163,360
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	1,326,200	$3.10	3,163,360

Note:
1. As of December 31, 2024, the total number of Common Shares issued under the Stock Option Plan could not exceed 4,489,560. As at December 31, 2024, the maximum number of shares issuable upon exercise of the outstanding Options was 1,326,200, representing the total exercisable options.

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

Pursuant to National Instrument 58-101-Disclosure of Corporate Governance Practices, the Corporation has disclosed its corporate governance practices in Appendix C.

MANAGEMENT CONTRACTS

Management functions of the Corporation are performed by the directors and executive officers of the Corporation and are not to any substantial degree performed by any other person. The Corporation has entered into employment agreements with certain of its officers as further detailed in "Employment, Consulting and Management Agreements" above.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors or officers or associates of such persons have been indebted to the Corporation or any of its subsidiaries at any time since the beginning of the most recently completed financial year. No such person has been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Corporation or any of its subsidiaries in respect of the purchase of securities or otherwise.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or officer, any person or company beneficially owning, directly or indirectly, more than 10% of the voting securities, or any associate or affiliate of such persons in any transaction within the last financial year or in any proposed transaction which in either case has materially affected or will materially affect the Corporation or its subsidiaries.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth herein, management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, or of any nominee for election as a director, or of any associate or affiliate of any such persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

ADDITIONAL INFORMATION

Additional financial information regarding the Corporation's business is contained in the audited consolidated financial statements and accompanying management's discussion and analysis for the year ended December 31, 2024 and can be found on the Corporation's SEDAR+ profile at www.sedarplus.ca. Shareholders who wish to receive copies of the Corporation's annual audited financial statements or management's discussion and analysis should send a request to Eguana Technologies Inc., 3636 7th Street SE, Calgary, Alberta T2G 2Y8, or by phone at (403) 508-6990, or by fax to (403) 205-2509.

GENERAL

All matters referred to herein for approval by the Shareholders require the approval of a simple majority of the Shareholders voting, in person or by proxy, at the Meeting. The contents and sending of this Circular have been approved by the Board.

Unless otherwise stated, the information contained herein is given as of the 20th day of October, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS OF EGUANA TECHNOLOGIES INC.

"George W. Powlick"

George W. Powlick, Chair of the Board of Directors

APPENDIX A

EGUANA TECHNOLOGIES INC.
(the "Corporation")
Audit and Governance Committee Charter

OVERALL ROLE AND RESPONSIBILITY

The primary role and the responsibilities of the audit and governance committee (the "Audit and Governance Committee") of the board of directors of the Corporation (the "Board of Directors" or the "Board") shall be to:

assist the Board of Directors in its oversight role with respect to:
(a) the quality and integrity of financial reporting and information;
(b) the independent auditor's performance, qualifications and independence;
(c) the accounting, financial reporting and internal control procedures;
(d) the performance of the Corporation's internal audit function, if applicable; and
(e) the Corporation's compliance with legal and regulatory requirements.
prepare such reports of the Audit and Governance Committee as are required to be included in any documents in accordance with applicable laws or the rules of the applicable securities regulatory authorities;
assess the processes related to the determination and mitigation of risks and the maintenance of an effective control environment;
strengthen the role of the independent directors of the Corporation by facilitating in-depth discussions between the directors on the Audit and Governance Committee, management and the Corporation's independent auditors; and
provide oversight, review and assess governance processes and policies, to ensure an adequate governance framework and practices are in place.

MEMBERSHIP AND MEETINGS

The Audit and Governance Committee shall consist of three (3) or more directors of the Corporation appointed by the Board of Directors. At least a majority of the members of the Audit and Governance Committee must not be executive officers, employees or control persons of the Corporation or of any affiliate of the Corporation. The members of the Audit and Governance Committee shall satisfy the applicable independence and financial literacy standards required by the laws governing the Corporation, the applicable stock exchanges on which the Corporation's securities are listed and applicable securities regulatory authorities. The Board of Directors shall designate one member of the Audit and Governance Committee as the committee chair (the "Committee Chair" or "Chair").

Any members of the Audit and Governance Committee may be removed or replaced at any time by the Board of Directors and will cease to be a member of the Audit and Governance Committee as soon as such member ceases to be a director of the Corporation. The Board may fill vacancies on the Audit and Governance Committee by appointment from among its members. If and whenever a vacancy exists on the Audit and Governance Committee, the remaining members may exercise all its powers so long as a quorum remains.

STRUCTURE AND OPERATIONS

The Audit and Governance Committee shall establish a schedule of meetings on an annual basis (with meetings at least quarterly) and shall otherwise meet at such times as the Committee Chair shall designate.

A quorum for meetings of the Audit and Governance Committee will be a majority of its members and the rules for calling, holding, conducting and adjourning meetings of the Audit and Governance Committee will be the same as those governing the Board of Directors unless otherwise determined by the Audit and Governance Committee or the Board of Directors.

The Committee Chair, any member of the Audit and Governance Committee, the Chair of the Board or the Chief Executive Officer may call a meeting of the Audit and Governance Committee by notifying the Chief Financial Officer who will notify the members of the Audit and Governance Committee.

Agendas, approved by the Committee Chair, will be circulated to the Audit and Governance Committee members along with background information on a timely basis prior to Audit and Governance Committee meetings. Minutes of all meetings of the Audit and Governance Committee will be taken and included in the minute books of the Corporation. The Audit and Governance Committee shall report to the Board of Directors on its activities, after each of its meetings, and minutes of the prior Committee meeting shall be tabled for the Board.

The affirmative vote of a majority of the members of the Audit and Governance Committee participating in any meeting of the Audit and Governance Committee is necessary for the adoption of any resolution of the Audit and Governance Committee. In case of an equality of votes, the chairperson of the meeting shall be entitled to a second or casting vote.

The Chair will preside as chairperson at all meetings of the Audit and Governance Committee, unless the Chair is not present, in which case the members of the Audit and Governance Committee that are present will designate from among such members the chairperson for the purposes of the meeting.

The Chief Financial Officer will attend meetings of the Audit and Governance Committee where matters relating to the functions as the Audit and Governance Committee are dealt with, unless otherwise excused from all or part of any such meeting by the Chairperson. The Audit and Governance Committee may invite such officers, directors and employees of the Corporation as it sees fit from time to time to attend at meetings of the Audit and Governance Committee and assist in the discussion and consideration of the matters being considered by the Audit and Governance Committee.

The Audit and Governance Committee will meet with the Corporation's external auditor at least once per year (in connection with the preparation of the year-end financial statements) and at such other times as the external auditor and the Audit and Governance Committee consider appropriate. The Audit and Governance Committee is expected to establish and maintain free and open communication with the Corporation's management and the auditor and shall periodically meet separately with each of them.

The Audit and Governance Committee may request any officer or other employee of the Corporation, or any representative of the Corporation's legal counsel or other advisors, to attend meetings or to meet with any members or representatives of the Committee.

As part of each meeting of the Committee, the Committee shall hold an in-camera session, at which management and non-independent directors of the Board are excused from the meeting and the agenda for each Committee Meeting will afford an opportunity for such a session.

Any issues arising from these meetings that bear on the relationship between the Board and the Corporation's management should be communicated to the Chairperson of the Board by the Committee Chair.

AUDIT AND GOVERNANCE COMMITTEE'S ROLE

The Audit and Governance Committee has the oversight role set out in this Charter. The Audit and Governance Committee shall review and assess the adequacy of this Charter periodically and, where necessary, will recommend changes to the Board of Directors for its approval.

Management, the Board of Directors and the auditor all play important roles in respect of compliance and the preparation and presentation of financial information. Management is responsible for compliance and the preparation of financial statements and periodic reports. Management is responsible for ensuring the Corporation's financial statements and disclosures are complete, accurate, in accordance with generally accepted accounting principles and applicable laws. The Board of Directors in its oversight role is responsible for ensuring that management fulfills its responsibilities. The auditor, following the completion of its annual audit, opines on the presentation, in all material respects, of the financial position and results of operations of the Corporation in accordance with International Financial Reporting Standards.

SPECIFIC DUTIES

The Audit and Governance Committee shall be responsible for providing oversight of the independent auditor, referred to as auditor, of the Corporation and shall be specifically responsible for:

Making recommendations to the Board with respect to the appointment and, if applicable, the replacement of the Corporation's auditor and, when there is to be a change in the Corporation's auditor, reviewing all issues relating to the change, including any reportable events, and all information to be included in the required notice to securities regulators of such change.
Evaluating the qualifications, performance and independence of the auditor, including: (i) reviewing and evaluating the lead partner on the auditor's engagement with the Corporation; and (ii) considering whether the auditor's quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor's independence.
The determination of the auditor's compensation and oversight of the work of the auditor (including resolution of any disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The auditor shall report directly to the Audit and Governance Committee.
The pre-approval of all audit services and permitted non-audit services (including the fees, terms and conditions for the performance of such services) to be performed by the auditor.
Reviewing the auditor's report regarding the internal controls of the Corporation, to be included in any documents as required by the laws governing the Corporation, the applicable stock exchanges on which the Corporation's securities are listed and applicable securities regulatory authorities.
Ensuring the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit of the Corporation and the audit partner responsible for reviewing the audit, stock exchanges on which the Corporation's securities are listed and applicable securities regulatory

authorities (currently at least every five (5) years).

Financial Reporting

The Audit and Governance Committee shall review and discuss with management of the Corporation and the auditor, as applicable:

the scope, planning and staffing of the annual audit, prior to the Corporation's annual audit;
the annual audited and quarterly unaudited financial statements of the Corporation;
the Corporation's annual and quarterly disclosures made in management's discussion and analysis;
the approval of any auditor's reports to be included in filings made by the Corporation;
the results of the auditor's review or audit of the financial statements and any matters required to be communicated by the auditor under the applicable review standards;
significant accruals, reserves or other estimates;
accounting treatment of unusual or non-recurring transactions;
compliance with covenants under any loan agreements of the Corporation;
disclosure requirements for commitments and contingencies;
significant adjustments raised by the auditors, whether or not included in the financial statements;
significant variances with comparative reporting periods;
significant financial reporting judgments, estimates and any issues, in connection with the preparation of the Corporation's financial statements;
any significant changes in the Corporation's selection or application of accounting principles;
any major issues as to the adequacy of the Corporation's internal controls and any special steps adopted in light of material control deficiencies; and
other material written communications between the auditor and management, such as any management letter or schedule of unadjusted differences.

In addition to the foregoing, the Audit and Governance Committee shall:

Discuss with the auditor matters relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information and any significant disagreements with management.
Review the financial statements, prospectuses, management's discussion and analysis, annual information form and all public disclosure containing audited or unaudited financial information of the Corporation (including, press releases and any other disclosures detailing earnings or financial results) before release and prior to Board approval. The Audit and Governance Committee must be satisfied that adequate procedures are in place for the review of the Corporation's disclosure of all other financial information and will periodically assess the accuracy of those procedures.
Conduct an investigation sufficient to provide reasonable grounds for believing that the financial statements, management's discussion and analysis and any public disclosure documents containing financial information are complete in all material respects and consistent with the information known to Audit and Governance Committee members and assess whether the financial statements reflect appropriate accounting principles.

Risk Assessment and Risk Management

The Audit and Governance Committee shall:

Periodically review and discuss with the Corporation's management guidelines and policies governing the Corporation's risk assessment and risk management processes.
Review with the Corporation's management and the auditors, significant risks and exposures facing the Corporation, including management's plans and processes to minimize these risks.
Evaluate whether the Corporation's management is adequately communicating the importance of internal control to all relevant personnel.
Periodically privately consult with the auditor about the Corporation's internal controls and the completeness and accuracy of the Corporation's financial statements.
Review whether the internal control recommendations made by the auditor are being implemented by the Corporation's management and, if not, why not.

Governance

Periodically review corporate governance practices and policies and make recommendations to the Board and ensure adherence to, and continuous improvement of, the governance framework and practices.
Annually review compliance with applicable securities and corporate legislation and stock exchange policies.
Supervise and evaluate the Corporation's Insider Trading/Disclosure Policy and procedures and report to the Board on any necessary changes to such procedures and the adoption of any additional procedures.
Provide oversight with respect to the Corporation's policies and practices for public disclosure, code of conduct, and other governance policies.
On an annual basis, assess the effectiveness of the Board as whole, specific Board committees including the Committee, individual Board members and the Chair of the Board, and shall report such assessments to the Board.

Other Responsibilities

Review President, Chief Executive Officer and Chief Financial Officers' expenses and perquisites at least once a year.
Review all consulting fees paid by the Corporation to any organization, where such fees exceed $100,000 annually.
Institute special investigations, if necessary, and hire special counsel or experts to assist, if appropriate.
Establish, and review annually, a procedure for:
the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters and resolution of such concerns, if any.
Review with the Board, any issues that arise with respect to the quality or integrity of the

Corporation's financial statements, the Corporation's compliance with legal or regulatory requirements and the performance and independence of the Corporation's auditors.

Perform other oversight functions as requested by the Board.

PROCEDURE GOVERNING ERRORS OR MISSTATEMENTS IN FINANCIAL STATEMENTS

In the event a director or an officer of the Corporation has reason to believe, after discussion with management, that a material error or misstatement exists in financial statements of the Corporation, that director or officer shall forthwith notify the Audit and Governance Committee and the auditor of the error or misstatement of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on.

If the auditor or a former auditor of the Corporation is notified or becomes aware of an error or misstatement in a financial statement on which the auditor or former auditor has reported, and if in the auditor's or former auditor's opinion the error or misstatement is material, the auditor or former auditor shall inform each director accordingly.

When the Audit and Governance Committee or the Board is made aware of an error or misstatement in a financial statement the Board shall prepare, and issue revised financial statements or otherwise inform the shareholders of the Corporation and file such revised financial statements as required.

FUNDING FOR INDEPENDENT AUDITOR AND RETENTION OF INDEPENDENT ADVISORS

The Corporation shall provide for appropriate funding, as determined by the Audit and Governance Committee, for payment of compensation to the auditor for the purpose of completing the annual audit and quarterly reviews and to any advisors retained by the Audit and Governance Committee. The Audit and Governance Committee shall also have the authority to retain such other independent advisors, as it may from time to time deem necessary or advisable for its purposes, and the payment of compensation therefor shall also be funded by the Corporation.

APPROVAL OF AUDIT AND REMITTED NON-AUDIT SERVICES PROVIDED BY EXTERNAL AUDITORS

Over the course of any year there will be two levels of approvals that will be provided. The first is the existing annual Audit and Governance Committee approval of the audit engagement and identifiable permitted non-audit services for the coming year. The second is in-year Audit and Governance Committee pre-approvals of proposed audit and permitted non-audit services as they arise.

Any proposed audit and permitted non-audit services to be provided by an external auditor to the Corporation or its subsidiaries must receive prior approval from the Audit and Governance Committee, in accordance with this protocol. The Chief Financial Officer shall act as the primary contact to receive and assess any proposed engagements from an external auditor.

Following receipt and initial review for eligibility by the primary contacts, a proposal would then be forwarded to the Audit and Governance Committee for review and confirmation that a proposed engagement is permitted.

In the majority of such instances, proposals may be received and considered by the Chair of the Audit and Governance Committee (or such other member of the Audit and Governance Committee who may be delegated authority to approve audit and permitted non-audit services), for approval of the proposal on

behalf of the Audit and Governance Committee. The Audit and Governance Committee Chair will then inform the Audit and Governance Committee of any approvals granted at the next scheduled meeting.

LIMITATION ON AUDIT AND GOVERNANCE COMMITTEE MEMBERS' DUTIES

Nothing in this Charter is intended, or may be construed, to impose on any member of the Audit and Governance Committee a standard of care or diligence that is in any way more onerous or extensive than the standard required by law.

APPENDIX B

EGUANA TECHNOLOGIES INC.

(the "Corporation")
Compensation Committee Charter

OVERALL ROLE AND RESPONSIBILITY

The primary role and responsibilities of the Compensation Committee (the "Committee") of the board of directors of the Corporation (the "Board") shall be to assist the Board in its oversight role, of reviewing and recommending to the Board for approval, the compensation of the Board members, senior officers, and direct reports to the chief executive officer of the Corporation (collectively, "Key Management") and to nominate individuals qualified to become new Board members.

MEMBERSHIP AND MEETINGS

The Committee shall consist of three (3) or more directors of the Corporation appointed by the Board. The members of the Committee shall satisfy the applicable independence standards required by the laws governing the Corporation, the applicable stock exchanges on which the Corporation's securities are listed and applicable securities regulatory authorities. The Board shall designate one member of the Committee as the committee chair (the "Committee Chair").

Any members of the Committee may be removed or replaced at any time by the Board and will cease to be a member of the Committee as soon as such member ceases to be a director of the Corporation. The Board may fill vacancies on the Committee by appointment from among its members. If and whenever a vacancy exists on the Committee, the remaining members may exercise all its powers so long as a quorum remains.

STRUCTURE AND OPERATIONS

The Committee shall establish a schedule of meetings on an annual basis (with meetings at least twice annually) and shall otherwise meet at such times as the Committee Chair shall designate.

A quorum for meetings of the Committee will be a majority of its members and the rules for calling, holding, conducting and adjourning meetings of the Committee will be the same as those governing the Board unless otherwise determined by the Committee or the Board.

The Committee Chair, any member of the Committee, the Chair of the Board or the Chief Executive Officer may call a meeting of the Committee by notifying the Chief Financial Officer who will notify the members of the Committee. The procedures for holding, conducting and adjourning meetings of the Committee shall be at the discretion of the Committee Chair.

Agendas, approved by the Committee Chair, will be circulated to the Committee members along with background information on a timely basis prior to Committee meetings. Minutes of all meetings of the Committee will be taken and included in the minute books of the Corporation. The Committee shall report to the Board on its activities after each of its meetings, and minutes of the prior Committee meeting shall be tabled for the Board.

The affirmative vote of a majority of the members of the Committee participating in any meeting of the Committee is necessary for the adoption of any resolution of the Committee. In case of an equality of votes, the chairperson of the meeting shall be entitled to a second or casting vote.

The Chair will preside as chairperson at all meetings of the Committee, unless the Chair is not present, in which case the members of the Committee that are present will designate from among such members the chairperson for the purposes of the meeting.

The Committee may request any officer or other employee of the Corporation, or any representative of the Corporation's legal counsel or other advisors, to attend meetings or to meet with any members or representatives of the Committee.

Any issues arising from these meetings that bear on the relationship between the Board and the Corporation's management should be communicated to the Chair of the Board by the Committee Chair.

COMPENSATION COMMITTEE'S ROLE

The Committee has the oversight role set out in this Charter. The Committee shall review and assess the adequacy of this Charter periodically and, where necessary, will recommend changes to the Board for its approval.

In addition to these responsibilities, the Committee shall perform the functions and responsibilities required of such a committee by the Corporation's governing corporate statute, applicable Canadian securities laws, any exchange upon which securities of the Corporation are listed, or any governmental or regulatory body exercising authority over the Corporation as are in effect from time to time or as the Board otherwise deems necessary or appropriate.

Compensation Role

The Committee is responsible for the oversight role of reviewing and recommending to the Board for approval, the compensation for Key Management and, if advisable, providing recommendations to the Board on matters related to such compensation. To fulfil its responsibilities with respect to compensation matters, the Committee shall:

(a) periodically review and advise the Board (supported in the discretion of the Committee, by internal or external experts) on (i) current trends in industry-wide compensation practices in the Corporation's industry and such jurisdictions as a material portion of its business is conducted, and (ii) how the Corporation's compensation programs and practices compare to those of comparable companies in the industry, and in discharging this responsibility, the Committee shall take into account factors it deems appropriate from time to time, including the Corporation's business strategy and whether the effects of the compensation program create or encourage individuals to take inappropriate or excessive risks that are reasonably likely to have a material adverse effect on the Corporation and its business;

(b) evaluate, at least annually, the performance of the Chief Executive Officer and make recommendations to the Board with respect to organizational goals and objectives relevant to the compensation of the Chief Executive Officer;

(c) review the recommendations to the Committee from the Chief Executive Officer respecting the appointment of Key Management and, if advisable, make recommendations to the Board with respect to any such appointment;

(d) review the recommendations to the Committee from the Chief Executive Officer respecting the compensation and other terms of employment (including any severance arrangements or plans and any benefits to be provided in connection with a material adverse change an individual's position, compensation or scope of responsibilities or change in control of the Corporation) of Key Management and, if advisable, make recommendations to the Board with respect to such compensation and other terms of any employment agreements and any severance arrangements or plans;

(e) periodically review and make recommendations to the Board with respect to succession planning matters concerning Key Management, as well as general executive development programs of the Corporation;

(f) review and recommend for Board approval, the Board directors' remuneration (fees and/or retainer) to be paid, and the benefits to be provided, to members of the Board and each of its committees;

(g) review and approve any compensation disclosure of the Corporation before it is publicly disclosed, including disclosure of the process undertaken by the Committee in respect of Key Management;

(h) review and recommend for Board approval the adoption or amendment of equity-based compensation plans of the Corporation and make recommendations to the Board with respect to any grants under equity-based compensation plans of the Corporation;

(i) oversee the administration of any equity-based compensation and pension and benefit plans of the Corporation;

(j) periodically review policies in the area of Key Management perquisites;

(k) review on a periodic basis the operation of the Corporation's executive compensation programs to determine whether they are properly coordinated and administered; and

(l) consider the potential risks associated with the adoption of the Corporation's compensation policies and practices and the adoption of particular organizational and individual objectives under such policies and practices.

Nominating Role

The Committee shall aid in identifying individuals qualified to become Board members and, as required, recommend candidates to the Board to fill any Board vacancies or any newly created director positions.

In recommending candidates to the Board or committees of the Board, the Committee shall consider such factors as it deems appropriate including potential conflicts of interest, professional experience, personal character, diversity, outside commitments (including service on other boards or committees) and areas of expertise.

The Committee shall also provide, with the assistance of Key Management, suitable programs for the orientation of new Board members and the continuing education of incumbent directors, to include, among other things, reviewing background material and strategic plans of the Corporation and meeting with Key Management. The Committee shall annually review and, if appropriate, amend such programs.

The Committee shall annually review and, if appropriate, make recommendations regarding composition and appropriate size of the Board and any committees of the Board.

The Committee shall aid the Board in developing and implementing appropriate succession planning for Key Management.

ACCESS TO INFORMATION AND INDEPENDENT ADVISORS

The Committee, particularly in connection with the fulfilment of its compensation role, shall have free and unrestricted access, at all times, either directly or through its duly appointed representatives, to the Corporation's management, employees, consultants, documents and books and records and shall be provided with the resources necessary to carry out its responsibilities.

The Committee will have the power to engage and compensate, at the Corporation's expense, any outside advisor or expert (including compensation consultants or search firms) as it deems necessary or advisable to permit it to carry out its duties and will notify the Board of its actions in this regard. Before

engaging any such outside advisor, the Committee shall consider the independence of such advisor, including any independence factors that it is required to consider by applicable law.

LIMITATION ON COMMITTEE MEMBERS' DUTIES

Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard required by law.

APPENDIX C

EGUANA TECHNOLOGIES INC.
(the "Corporation")
Corporate Governance Disclosure

Board of Directors

The board of directors of the Corporation (the "Board") exercises independent supervision over management by scheduling meetings of only independent directors to ensure that non-independent directors are not unduly influencing independent directors. Independent directors are Karen Hayward and George Powlick. Mr. Carten is not considered independent due to his former relationship with the Corporation. Mr. Holland is not considered independent due to his current relationship as Chief Executive Officer of the Corporation.

Ethical Business Conduct

The Board encourages ethical business conduct by ensuring that all members are experienced, in leading corporations with ethical business standards.

Financial Oversight and Governance

The Board has expanded the Audit and Governance Committee responsibilities to include Corporate Governance oversight.

Compensation Oversight

The Board has formed a Compensation Committee to handle related compensation matters, including Board nominations.

The Compensation Committee reviews and recommends to the Board for approval, the compensation of the Board members, senior officers, and direct reports to the chief executive officer of the Corporation (collectively, "Key Management"). This includes all compensation including stock options and the Stock Option Plan.

Director compensation is determined through review of market rates that other directors are being paid on boards of similar types of companies of similar size. Generally, a quarter fee plus meeting fees are payable to Directors. The Chair of the Board provides final approval. Director compensation in the form of stock options is approved by the Board as a whole.

Orientation and Continuing Education

The Board ensures that a new member is provided access to senior management to discuss the current business strategy, encourages new members to meet individually with current members to discuss historical information and has access to the minute books.

Nomination of Directors

The Compensation Committee seeks qualified nominees, and a majority of the independent directors meet with each nominee to ensure compatibility with current members.

Assessments

The Board does not have a formal process where the Board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. The Chair of the Board reviews the attendance and performance of the committees on an informal basis.

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Eguana Technologies Inc. — Proxy Solicitation & Information Statement 2025

44124_rns_2025-10-29_c9fd558e-7e52-4ff2-94eb-6c2af8f57bf9.pdf

EGUANA TECHNOLOGIES INC.

NOTICE OF ANNUAL SPECIAL GENERAL MEETING OF SHAREHOLDERS

EGUANA TECHNOLOGIES INC.

Management Information Circular

For the Annual and Special General Meeting to be held on November 27, 2025

General

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

ADVICE TO BENEFICIAL HOLDERS OF SHARES

NOTICE-AND-ACCESS

REQUEST FOR FINANCIAL STATEMENTS

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

BUSINESS OF THE MEETING

PRESENTATION OF FINANCIAL STATEMENTS

FIX NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

RE-APPOINTMENT OF AUDITORS

AUDIT AND GOVERNANCE COMMITTEE

EXEMPTION

COMPENSATION COMMITTEE

RELEVANT EDUCATION AND EXPERIENCE

BOARD OBSERVER

EXTERNAL AUDITOR SERVICE FEES

COMPENSATION OF NAMED EXECUTIVE OFFICERS AND DIRECTORS

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

STOCK OPTION PLANS AND OTHER INCENTIVE PLANS

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

CONSULTING AGREEMENT – J. HOLLAND CONSULTING

CONSULTING AGREEMENT – S. KUEHNLE CONSULTING LTD.

TERMINATION AND CHANGE OF CONTROL BENEFITS

DIRECTOR COMPENSATION

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

NEO COMPENSATION GOVERNANCE

Objectives and Philosophy of the Compensation Program

Criteria for Compensation

Elements of Compensation and Determination of Amounts for each Element

Base Salary

Options

Benefits

Assessment of Compensation

Director Compensation

PENSION PLAN BENEFITS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

MANAGEMENT CONTRACTS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

ADDITIONAL INFORMATION

GENERAL

STRUCTURE AND OPERATIONS

AUDIT AND GOVERNANCE COMMITTEE'S ROLE

SPECIFIC DUTIES

Financial Reporting

Risk Assessment and Risk Management

Governance

Other Responsibilities

PROCEDURE GOVERNING ERRORS OR MISSTATEMENTS IN FINANCIAL STATEMENTS

FUNDING FOR INDEPENDENT AUDITOR AND RETENTION OF INDEPENDENT ADVISORS

APPROVAL OF AUDIT AND REMITTED NON-AUDIT SERVICES PROVIDED BY EXTERNAL AUDITORS

LIMITATION ON AUDIT AND GOVERNANCE COMMITTEE MEMBERS' DUTIES

APPENDIX B

EGUANA TECHNOLOGIES INC.

OVERALL ROLE AND RESPONSIBILITY

MEMBERSHIP AND MEETINGS

STRUCTURE AND OPERATIONS

COMPENSATION COMMITTEE'S ROLE

Compensation Role

Nominating Role

ACCESS TO INFORMATION AND INDEPENDENT ADVISORS

LIMITATION ON COMMITTEE MEMBERS' DUTIES

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Eguana Technologies Inc. Proxy Solicitation & Information Statement 2025