Findev Inc. — Proxy Solicitation & Information Statement 2020

Jun 3, 2020

FINDEV INC.
NOTICE OF MEETING OF SHAREHOLDERS
to be held on June 30, 2020

NOTICE IS HEREBY GIVEN that an annual meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Common Shares”) in the capital of Findev Inc. (“Findev” or the “Corporation”) will be held at the offices of Findev Inc., 10 Wanless Ave, Suite 201, Toronto, ON M4N 1V6, Canada, on Tuesday, June 30, 2020 at 10:30AM (Toronto time), for the following purposes:

1. to receive the audited financial statements for the year ended December 31, 2019 and the report of the auditors thereon;
2. to elect the directors of Findev to serve until the next annual meeting of the Shareholders or until their successors are duly elected or appointed;
3. to appoint the auditors of Findev for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;
4. to consider and, if thought advisable, pass, with or without variation an ordinary resolution to re-approve the Corporation’s 10% rolling stock option plan; and
5. to transact such other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.

Specific details of the matters to be put before the Meeting are set forth in the proxy statement and information circular of Findev dated June 1, 2020 for more detailed information with respect to the matters to be considered at the Meeting.

If you are a registered Shareholder and are unable to attend the Meeting in person, please date and execute the accompanying form of proxy and return it in the envelope provided to Computershare Trust Company of Canada, the registrar and transfer agent of the Corporation, at 8th floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, or by facsimile, at 1-866-249-7775 (toll free) or 1-416-263-9524 (outside North America), by no later than 11:59 a.m. on June 26, 2020 or two (2) days (not including Saturdays, Sundays and statutory holidays observed in Toronto, Ontario) preceding the date of any adjournment. Late proxies may be accepted or rejected by the Chairman of the Meeting at his or her discretion, and the Chairman of the Meeting is under no obligation to accept or reject any particular late proxy. The Chairman of the Meeting may waive or extend the proxy cut-off without notice. If you are unable to attend the Meeting, we encourage you to complete the enclosed form of proxy as soon as possible.

If you are not a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other intermediary.

The directors of Findev have fixed May 29, 2020 as the record date (“Record Date”). Only Shareholders whose names are entered on the register of Findev at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a Shareholder transfers the ownership of any Common Shares after the Record Date and the transferee of those Common Shares establishes ownership of such Common Shares and demands, not later than ten (10) days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.

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DATED at Toronto, Ontario this 1st day of June, 2020.

BY ORDER OF THE BOARD OF DIRECTORS
Signed "Sruli Weinreb"

/s/ Sruli Weinreb
Sruli Weinreb
Chief Executive Officer