Exro Technologies Inc. — Proxy Solicitation & Information Statement 2025

Aug 20, 2025

NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of shareholders of Exro Technologies Inc. (“Exro” or the “Company”) will be held virtually at www.agmcmeeting.com on Friday, September 5, 2025, at 11:00 a.m. (Pacific Time) for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Company for the financial year ended December 31, 2024, and the report of the auditors thereon;
2. to set the number of directors at six;
3. to elect the board of directors of the Company for the ensuing year;
4. to appoint the auditors for the ensuing year at a remuneration to be fixed by the directors; and
5. to transact such other business as may be properly transacted at the Meeting or any adjournment thereof.

Accompanying this Notice of Meeting (the "Notice") are the Company's management information circular (the "Information Circular") and form of Proxy for the Meeting. The Information Circular contains further particulars of matters to be considered at the Meeting. The Meeting may also consider any permitted amendment to, or variation of, any matter identified in this Notice and may transact such other business as may properly come before the Meeting or any adjournment thereof.

Only shareholders of record at the close of business on August 1, 2025, are entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof.

Exro is conducting the Meeting online by webcast. Shareholders and duly appointed proxyholders must register to attend the Meeting and should review the section "Attending the Meeting" in the Information Circular which section has the instructions on how to register to attend the Meeting online at www.agmcmeeting.com where they can participate, vote, or submit questions during the Meeting's live webcast.

The Annual Financial Statements are available for download from SEDAR+ profile at www.sedarplus.ca or at https://www.agmconnect.com/current-meetings. Paper copies can be requested by contacting AGM Connect (support@agmconnect.com or 1-416-222-4202). Shareholders will require their AGM Connect provided Control Number to be verified. As of the date of this Information Circular, the Company does not anticipate that any amendment of scheduled matters or other matters will come before the Meeting and the Company or any shareholder intending to propose such matters would be required to make additional disclosure should it later decide that any material matter needs to be brought before shareholders.

The form of Proxy must be signed by the registered shareholder or their attorney authorized in writing, or, if the registered shareholder is a corporation, by an officer or director thereof as an authorized signatory. The completed form of Proxy must be deposited at the offices of AGM Connect, Attention: Proxy Department, 1800-372 Bay St., Toronto, ON M5H 2W9 or by email at voteproxy@agmconnect.com at least 48 hours before the time of the Meeting (excluding Saturdays, Sundays, and holidays within the Province of British Columbia).

The enclosed form of Proxy is solicited by management, but you may amend it, if you so desire, by striking out the names of the management proxyholders shown and inserting in the space provided the name of the person you wish to represent you at the Meeting.

If you hold your common shares of Exro in a brokerage account, you are a non-registered shareholder (a "Beneficial Shareholder"). Beneficial Shareholders they will receive the Notification and a voting instruction

To allow adequate time for a Shareholder to receive and review a paper copy of the Information Circular and then to submit their vote by 11:00 a.m. PT on September 3, 2025 (the "Proxy Deadline"), a Shareholder requesting a paper copy of the Information Circular as described above, should ensure such request is received by the Company no later than August 14, 2025.

Virtual Meeting

This year, the Company will be holding the Meeting by live audio webcast only. Shareholders will be able to participate in the Meeting and vote their Common Shares while the virtual Meeting is being held. Shareholders will not be able to attend the meeting in person. The Company hopes that hosting the Meeting using the AGM Connect platform will help enable greater participation by allowing Shareholders from all geographical locations to attend the meeting.

Shareholders who are unable to attend the Meeting and who wish to ensure that their Common Shares will be voted at the Meeting are asked to complete, date, and sign the form of proxy, or another suitable form of proxy, and physically or electronically deliver it, for receipt by 11:00 a.m. PT on September 5, 2025, in accordance with the instructions set out in the form of proxy and in the Circular.

Dated this 1st day of August 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Rodney Copes"

Rodney Copes, Chair