FintechWerx International Software Services — Remuneration Information 2025

May 1, 2025

FINTECHWERX INTERNATIONAL SOFTWARE SERVICES INC.
(the "Company")

STATEMENT OF EXECUTIVE COMPENSATION
Form 51-102F6V
Statement of Executive Compensation – Venture Issuers

General

"company" includes other types of business organizations such as partnership, trust and other unincorporated business entities;

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

"named executive officer" or "NEO" means each of the following individuals:

(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a CEO;

(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a CFO;

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year;

"plan" includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

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Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or any subsidiary thereof to each NEO and each director of the Company, 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 director for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof for each of the two most recently completed financial years, other than stock options and other compensation securities:

Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites(1) ($)	Value of All Other Compensation ($)	Total Compensation ($)
George Hofsink(2)
CEO and Director	2024
2023	30,000
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	30,000
Nil
Francisco Kent Carasquero(3)
Executive
Chairman, CFO
and Corporate
Secretary
Former President	2024
2023	60,000
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	60,000
Nil
Nafees Khan(4)
President and
Director	2024
2023	33,150
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	33,150
Nil
Braydon Hobbs(5)
Former Corporate
Secretary and
CFO	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Jon Lee(6)
Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Sandeep Lalwani(7)
Former Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Mehmet Pasa(8)
Former Director	2024
2023	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil
Sheri Rempel(9)
Former Director	2024
2023	48,217
Nil	Nil
Nil	Nil
Nil	Nil
Nil	Nil
Nil	48,217
Nil

(1) "Perquisites" include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are: (a) $15,000, if the NEO or director's total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director's salary for the financial year if the NEO or director's total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director's total salary for the financial year is $500,000 or greater.
(2) George Hofsink has been the CEO and a director of the Company since June 21, 2023.

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(3) Francisco Kent Carasquero was appointed as the President and a director of the Company on September 14, 2022 and resigned as the President on June 21, 2023. He has been the Executive Chairman since June 21, 2023 and the interim CFO and interim Corporate Secretary since May 31, 2024.
(4) Nafees Khan has been the President and a director of the Company since June 21, 2023.
(5) Braydon Hobbs was the CFO and Corporate Secretary of the Company from June 21, 2023 to May 31, 2024.
(6) Jon Lee has been a director of the Company since May 31, 2024.
(7) Sandeep Lalwani was a director of the Company from June 21, 2023 to March 14, 2024.
(8) Mehmet Pasa was a director of the Company from June 21, 2023 to January 12, 2024.
(9) Sheri Rempel was a director of the Company from March 14, 2024 to May 31, 2024.

Stock Options and Other Compensation Securities

The Company did not grant or issue any compensation securities to any director or NEO in the financial year ended April 30, 2024. As at April 30, 2024 no director or NEO owned any compensation securities.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by directors and NEOs in the year ended April 30, 2024.

Stock Option Plans and Other Incentive Plans

Omnibus Share Incentive Plan

The Company has adopted the Omnibus Share Incentive Plan (the "Plan") dated November 22, 2022, which provides for the grant of various awards, including Options, restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs") (collectively, the "Awards"). Equity issued pursuant to Awards granted under the Plan will consist of authorized but unissued common shares of the Company (each, a "Common Share"). The Company maintains the Plan in accordance with the policies and requirements of the Canadian Securities Exchange (the "CSE").

The Plan is administered by the board of directors of the Company (the "Board"); provided however, that the Board may at any time appoint a committee to perform some or all of the Board's administrative functions; and provided further, that the authority of any committee appointed will be subject to such terms and conditions as the Board may prescribe and will be coextensive with, and not in lieu of, the authority of the Board under the Plan.

The Board has full authority to grant Awards under the Plan. In particular, subject to the terms of the Plan, the Board has the authority: (i) to select the participants to whom Awards may from time to time be granted (consistent with the eligibility conditions); (ii) to determine the type of Award to be granted to any participant; (iii) to determine the number of Common Shares, if any, to be covered by each Award; and (iv) to establish the terms and conditions of each award agreement (the "Award Agreement").

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The Board has the authority to: (i) establish, amend and rescind such administrative rules, guidelines and practices governing the Plan as it, from time to time, deems advisable; (ii) interpret the terms and provisions of the Plan, any Award issued under the Plan, and any Award Agreement; and (iii) otherwise supervise the administration of the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it deems necessary to carry out the intent of the Plan.

Eligibility

Pursuant to the Plan, only eligible persons can be granted an Award, whereby 'eligible persons' means: (a) in respect of a grant of Options, any director, executive officer, employee or consultant of the Company or any of its subsidiaries, (b) in respect of a grant of RSUs or PSUs, any director, executive officer, employee or consultant of the Company or any of its subsidiaries other than persons retained to provide Investor Relations Activities, and (c) in respect of a grant of DSUs, any non-employee director other than persons retained to provide Investor Relations Activities (as defined under the policies of the CSE).

Common Shares Subject to the Plan

Subject to adjustment pursuant to the Plan, and as may be approved by the CSE and the shareholders of the Company from time to time, the securities that may be acquired by participants pursuant to Awards under this Plan shall consist of authorized but unissued Common Shares, provided that in the case of RSUs, PSUs, and DSUs, the Company (or applicable subsidiary) may, at its sole discretion, elect to settle such RSUs, PSUs or DSUs in Common Shares acquired in the open market by a designated broker (as defined under the Plan) for the benefit of a participant; and the maximum number of Common Shares reserved for issuance, in the aggregate, pursuant to the exercise of Options or the settlement of RSUs, PSUs and DSUs granted under this Plan shall be equal to 10% of the issued and outstanding Common Shares from time to time, less the number of Common Shares reserved for issuance pursuant to any other share compensation arrangement of the Company (as defined under the Plan).

Restrictions on Awards

The Plan imposes the following restrictions on Common Shares subject to Awards, with terms capitalized but not defined having the meaning ascribed to such terms in the Plan, a copy of which is attached as Schedule D to the Company's Final Prospectus dated November 22, 2023 and available under the Company's profile on SEDAR at (www.sedarplus.ca):

In no event shall the Plan, together with all other previously established and outstanding Share Compensation Arrangements (as defined under the Plan) of the Company, permit at any time:

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(a) the aggregate number of Common Shares reserved for issuance under Awards granted to Insiders (as a group) at any point in time exceeding 10% of the total issued and outstanding Common Shares; or

(b) the grant to Insiders (as a group), within any 12 month period, of an aggregate number of Awards exceeding 10% of the total issued and outstanding Common Shares, calculated at the date an Award is granted to any Insider, unless the Company has obtained the requisite disinterested shareholder approval.

The aggregate number of Awards granted to any one person (and companies wholly-owned by that person) in any 12 month period shall not exceed 5% of the total issued and outstanding Common Shares, calculated on the date an Award is granted to the person, unless the Company has obtained the requisite disinterested shareholder approval.

The aggregate number of Awards granted to any one consultant in any 12-month period shall not exceed 2% of the total issued and outstanding Common Shares, calculated at the date an Award is granted to the Consultant. The aggregate number of Options granted to all persons retained to provide Investor Relations Activities (as defined under the policies of the CSE) shall not exceed 1% of the total issued and outstanding Common Shares in any 12-month period, calculated at the date an Option is granted to any such person.

If and to the extent that an Award expires, terminates or is cancelled or forfeited for any reason without having been exercised in full, the Common Shares associated with that Award will again become available for grant under the Plan.

Types of Awards

Options

An Option entitles a holder thereof to purchase a prescribed number of unissued Common Shares at an exercise price set at the time of the grant. The Board will establish the exercise price at the time each Option is granted, which exercise price must in all cases be the greater of the closing market price of the Common Shares on (i) the trading day prior to the date of grant and (ii) the date of grant, unless otherwise permitted by applicable securities laws or the policies of a stock exchange on which the Common Shares are listed. Each Option expires on its respective expiry date, provided such expiry date does not exceed 10 years. The Board will have the authority to determine the vesting terms applicable to grants of Options. Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Board or as otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Company or a subsidiary of the Company and the participant. The Board may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in the Plan, such as vesting conditions relating to the attainment of specified performance goals. Unless otherwise specified by the Board at the time of granting an Option and set forth in the particular award agreement, an exercise notice must be accompanied by payment of the exercise price.

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RSUs

An RSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one Share (or the value thereof) for each RSU after a specified vesting period. The Board may, from time to time, subject to the provisions of the Plan and such other terms and conditions as the Board may prescribe, grant RSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the "RSU Service Year").

The number of RSUs (including fractional RSUs) granted at any particular time under the Plan will be calculated by dividing (a) the amount of any bonus or similar payment that is to be paid in RSUs, as determined by the Board, by (b) the greater of (i) the market price of a Common Share on the date of grant and (ii) such amount as determined by the Board in its sole discretion. The Board shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A of the U.S. Internal Revenue Code, to the extent applicable.

Upon settlement, holders will redeem each vested RSU for the following at the election of the Board: (a) one fully paid and non-assessable Common Share in respect of each vested RSU, (b) a cash payment or (c) a combination of Common Shares and cash. Any such cash payments made by the Company shall be calculated by multiplying the number of RSUs to be redeemed for cash by the market price per Common Share as at the settlement date. Subject to the provisions of the Plan and except as otherwise provided in an Award Agreement, no settlement date for any RSU shall occur, and no Common Share shall be issued or cash payment shall be made in respect of any RSU any later than the final business day of the third calendar year following the applicable RSU Service Year.

PSUs

A PSU is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Company, which entitles the holder to receive one Common Share (or the value thereof) for each PSU after specific performance-based vesting criteria determined by the Board, in its sole discretion, have been satisfied. The performance goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a participant's service and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Board and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.

The Board may, from time to time, subject to the provisions of the Plan and such other terms and conditions as the Board may prescribe, grant PSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the "PSU Service Year").

The Board shall have the authority to determine any vesting terms applicable to the grant of PSUs. Upon settlement, holders will redeem each vested PSU for the following at the election of the Board: (a) one fully paid and non-assessable Common Share in respect of

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each vested PSU, (b) a cash payment, or (c) a combination of Common Shares and cash. Any such cash payments made by the Company to a participant shall be calculated by multiplying the number of PSUs to be redeemed for cash by the market price per Common Share as at the settlement date. Subject to the provisions of the Plan and except as otherwise provided in an Award Agreement, no settlement date for any PSU shall occur, and no Common Share shall be issued or cash payment shall be made in respect of any PSU any later than the final business day of the third calendar year following the applicable PSU Service Year.

DSUs

A DSU is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one Common Share or, at the election of the holder and subject to the approval of the Board, the cash value thereof, for each DSU on a future date.

DSUs vest in accordance with the terms of their respective Award Agreement. Subject to the vesting and other conditions and provisions in the Plan and in any Award Agreement, each DSU awarded to a recipient entitles them to receive on settlement a cash payment equal to the market price of a Common Share, or, at the discretion of the Board, one Common Share or any combination of cash and Common Shares at the Company's sole discretion. For greater certainty, no recipient has any right to demand to be paid in, or receive, Common Shares in respect of any DSU, and, notwithstanding any discretion exercised by the Company to settle any DSU, or portion thereof, in the form of Common Shares, the Company reserves the right to change the form of payment at any time until the payment is actually made.

Amendment and Termination

The Board may, in its sole discretion, from time to time, amend, suspend or terminate the Plan at any time without the approval of the Company's shareholders, provided that no such amendment, suspension or termination may be made without obtaining any required approval of any regulatory authority or stock exchange or materially prejudice the rights of any holder under any Award.

Notwithstanding those provisions, the Board shall be required to obtain shareholder approval, including, if required by the applicable exchange, disinterested shareholder approval, to make the following amendments: (a) any amendment to the maximum percentage or number of Common Shares that may be reserved for issuance pursuant to the exercise or settlement of Awards granted under the Plan, including an increase to the fixed maximum percentage of Common Shares or a change from a fixed maximum percentage of Common Shares to a fixed maximum number of Common Shares or vice versa; (b) any amendment which reduces the exercise price of any Award, as applicable, after such Award has been granted or any cancellation of an Award and the replacement of such Award with an Award with a lower exercise price or other entitlements; (c) any amendment which extends the expiry date of any Award, or the Restriction Period (as defined under the Plan) of any RSUs or PSUs beyond the original expiry date or Restriction Period (as defined under the Plan); (d) any amendment which would permit

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Awards granted under the Plan to be transferable or assignable; (e) any amendment to the definition of an "Eligible Participant" under the Plan; (f) any amendment to the participation limits; or (g) any amendment to these provisions.

The Board may, by resolution, but subject to applicable regulatory approvals, decide that any of the provisions in the Plan concerning the effect of termination of the participant's employment or engagement shall not apply for any reason acceptable to the Board.

Furthermore, the Board may, subject to regulatory approval, discontinue the Plan at any time without the consent of the participants provided that such discontinuance shall not materially and adversely affect any Awards previously granted to a participant under the Plan.

Awards Granted

As at April 30, 2024, the Company had not granted any Options to purchase Common Shares or awarded any RSUs, PSUs and DSUs under the Plan.

Employment, Consulting and Management Agreements

The Company does not have any employment, consulting or management agreements or arrangements with any of the Company's current NEOs or directors.

Termination and Change of Control Benefits

The Company does not have any plan or arrangement to pay or otherwise compensate any Named Executive Officer if his employment is terminated as a result of resignation, retirement, change of control, etc. or if his responsibilities change following a change of control.

Oversight and Description of Director and NEO Compensation

Compensation Discussion and Analysis

The Board will be responsible for setting the overall compensation strategy of the Company and administering the Company's executive compensation program with input from the CEO of the Company in respect of all executive officers other than the CEO. As part of its mandate, the Board will approve the remuneration of the Company's executive officers, including any NEOs of the Company. The Board will also be responsible for reviewing the Company's compensation policies and guidelines generally.

The objective of the Company's executive compensation program will be to motivate, reward, and retain management talent that is needed to achieve the Company's business objectives. The compensation program is designed to ensure that compensation is competitive with other companies of similar size and is commensurate with the experience, performance, and contribution of the individuals involved and the overall performance of the Company. In evaluating performance, consideration is given to the Company's long-term interests and quantitative financial objectives, as well to the

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qualitative aspects of the individual’s performance and achievements. Compensation for directors of the Company, if any, will also be determined by the Board on an annual basis.

Compensation Objectives and Principles

The compensation program for the senior management of the Company will be designed to ensure that the level and form of compensation achieves certain objectives, including:

• attracting and retaining qualified executives;
• motivating the short and long-term performance of these executives; and
• better aligning their interests with those of the Company’s shareholders.

In compensating its senior management, the Company may employ a combination of base salary, bonus compensation and equity participation through the Plan. The Company will not provide any retirement benefits for its directors or officers.

Elements of Compensation

The executive compensation program is comprised of three principal components: (i) base salaries; (ii) bonuses, and (iii) an equity incentive compensation plan which will be designed to provide a combination of cash and equity-based compensation to effectively retain and motivate the executive officers to achieve the Company’s goals and objectives. Each component of the executive compensation program is described below.

Base Salary

Executive officers may be paid a base salary to compensate them for providing the leadership and specific skills needed to fulfill their responsibilities. The payment of base salaries is an important component of the intended compensation program and serves to attract and retain qualified individuals. The base salaries for the executive officers will be reviewed annually by the Board and will be determined by considering the contributions made by the executive officers, how their compensation levels related to compensation packages that would be achievable by such officers from other opportunities, and publicly available salary data. Salaries of the executive officers will not be determined based on benchmarks or a specific formula. Furthermore, no peer group will be used to determine compensation.

Bonus Incentive Compensation

The Board may from time to time approve bonus payments to reward executive officers for their contribution to the achievement of annual corporate goals and objectives. Bonuses will also serve as a retention incentive for executive officers so that they remain in the employ of the Board. The payment of bonuses is consistent with the intended overall objective of the Company to reward performance.

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Equity Participation

Equity participation will be accomplished through the Plan. Options, RSUs, DSUs, and PSUs may be granted or awarded to executives and employees considering a number of factors, including the amount and term of awards previously granted, base salary and bonuses and competitive factors. The amounts and terms of Options, RSUs, DSUs, and PSUs granted or awarded are determined by the Board.

Compensation Process

The Company does not anticipate having a compensation committee or a formal compensation policy. The Company will rely solely on the directors to determine the compensation of any NEOs. In determining compensation, the directors will consider industry standards and the Company's financial situation, but the Company will not have any formal objectives or criteria. The performance of each executive officer will be informally monitored by the directors, having in mind the business strengths of the individual and the purpose of originally appointing the individual as an officer.

In establishing compensation for executive officers, the Board as a whole seeks to accomplish the following goals:

• to recruit and subsequently retain highly qualified executive officers by competitive offering overall compensation;
• to motivate executives to achieve important corporate and personal performance objectives and reward them when such objectives are met; and
• to align the interests of executive officers with the long-term interests of shareholders through participation in the Plan.

When considering the appropriate executive compensation to be paid to our officers, the Board will have regard to a number of factors including: (i) recruiting and retaining executives critical to the success of the Company and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and the Company's shareholders; (iv) rewarding performance, both on an individual basis and with respect to operations generally; and (v) available financial resources.

Equity Incentive Based Awards

Long-term incentives in the form of Options, RSUs, PSUs, and DSUs are intended to align the interests of our directors and executive officers with those of the Company's shareholders and to provide a long-term incentive to reward those individuals for their contribution to the generation of shareholder value, while reducing the burden of cash compensation that would otherwise be payable by the Company.

The Plan will be administered by the Board. In determining the number of equity incentive awards to be granted to the NEOs, the Board will have regard to several

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considerations including previous grants of equity incentive awards and the overall number of outstanding equity incentive awards relative to the number of outstanding Common Shares, as well as the degree of effort, time, responsibility, ability, experience and level of commitment of the executive officer. For a detailed discussion of the Plan, please see "Stock Options and Other Compensation Securities".

Equity Incentive and Other Compensation Securities

Since incorporation on September 14, 2022 to April 30, 2024, there has been no grant or exercise of compensation securities of the Company issued to NEOs and directors of the Company.

Balances and Transactions with Related Parties

At April 30, 2024, the Company owed $9,349 to a director of the Company for expenses incurred on behalf of the Company, and $63,000 to a company controlled by the director of the Company for management and consulting fees. The amounts owing are unsecured, non-interest bearing and have no specified terms of repayment.

At April 30, 2024, the Company owed $31,500 of management and consulting fees to a company controlled by the CEO of the Company. The amount owing is unsecured, non-interest bearing and has no specified terms of repayment.

At April 30, 2024, the Company owed $31,500 of consulting fees to the President of the Company, and $3,150 to a company controlled by the President of the Company for marketing expenses. The amount owing is unsecured, non-interest bearing and has no specified terms of repayment.

At April 30, 2024, the Company owed $10,272 of management and consulting fees to a company controlled by a former director of the Company. The amount owing is unsecured, noninterest bearing and has no specified terms of repayment.

At April 30, 2024, the Company owed a total of $95,000 for software license fees to companies controlled by directors and officers of the Company. The amount owing are payable under the terms of their related software license agreements.

Pension Plan Benefits

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans in place.