Else Nutrition Holdings Inc. — Proxy Solicitation & Information Statement 2025

Dec 8, 2025

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ELSE NUTRITION HOLDINGS INC.

1048 165th Street

Surrey, BC V4A 9A2

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual general meeting of shareholders (the "Meeting") of Else Nutrition Holdings Inc. (the "Company") will be held at Suite 1200, 750 West Pender Street, Vancouver, British Columbia, Canada, on December 29, 2025 at 9:00 a.m. (Pacific time) for the following purposes:

1. to receive and consider the audited annual financial statements of the Company for the fiscal year ended December 31, 2024 and the auditor's reports thereon;
2. to fix the number of directors of the Company at five for the ensuing year;
3. to elect directors of the Company for the ensuing year;
4. to appoint Kost Forer Gabbay & Kasierer, a member firm of EY Global Limited, 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;
5. to approve the issuance of common shares of the Company, pursuant to a convertible security funding agreement dated December 18, 2022, amended and restated as of February 13, 2025, as more particularly described in the accompanying management information circular (the "Information Circular");
6. to approve the issuance of common shares of the Company, pursuant to a convertible security funding agreement dated November 23, 2025, as more particularly described in the accompanying Information Circular;
7. to approve the continuation of the Company's stock option plan and the unallocated entitlements; and
8. to transact any other business which may properly come before the Meeting, or any adjournment or postponement thereof.

Accompanying this notice of meeting is the Information Circular, a form of proxy ("Proxy") or Voting Instruction Form ("VIF"), and a financial statement request form whereby shareholders can request to be added to the Company's supplemental mailing list. The Information Circular provides more detailed information relating to the matters to be addressed at the Meeting, and forms part of this Notice.

The board of directors have fixed the close of business on November 10, 2025 as the record date for determining the shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof. A shareholder entitled to vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his/her stead. If you are unable to attend the Meeting in person, please date, execute, and return the enclosed form of Proxy or VIF in accordance with the instructions set out in the notes to the Proxy or VIF and any accompanying information from your intermediary.

DATED at Vancouver, British Columbia, this 3rd day of December, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS OF ELSE NUTRITION HOLDINGS INC.

By: "Hamutal Yitzhak"

CEO, Chairman & Director

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.