Flow Beverage Corp. — Proxy Solicitation & Information Statement 2025

Mar 28, 2025

FLOW BEVERAGE CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 2025

TAKE NOTICE THAT an annual and special meeting (the “Meeting”) of the shareholders of Flow Beverage Corp. (the “Corporation”) will be held virtually on Monday April 28, 2025, at 1:00 p.m. (EDT) via live webcast at https://virtual-meetings.tsxtrust.com/1785 for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation as at and for the financial year ended October 31, 2024, together with the report of the auditors thereon;
2. to elect directors of the Corporation to hold office until the close of business of the next annual meeting of the Corporation’s shareholders;
3. to re-appoint Ernst & Young LLP as auditors of the Corporation to hold office until the close of business of the next annual meeting of the Corporation’s shareholders and to authorize the directors of the Corporation to fix the auditors’ remuneration;
4. to consider and, if thought advisable, pass an ordinary resolution, the full text of which is set forth in the management information circular of the Corporation dated March 20, 2025 (the "Circular"), approving the amendment to the Corporation’s omnibus incentive plan, as more particularly described in the Circular;
5. to consider and, if thought advisable, pass an ordinary resolution, the full text of which is set forth in the Circular, approving the extension of the maturity date of the secured term loan with RI Flow LLC by an initial period of six (6) months, and subsequently, by additional periods of six (6) months, up to a maximum total term of three (3) years, as may be deemed advisable by the Corporation’s management;
6. to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

Information relating to the items described above is set forth in the accompanying Management Information Circular of the Corporation.

Only shareholders of record as of March 19, 2025, the record date, are entitled to receive notice of and to vote at the Meeting. Shareholders who wish to vote at the Meeting must attend the Meeting or deposit an instrument of proxy in accordance with the instructions set forth below and in the accompanying Management Information Circular.

As part of the Corporation’s commitment to cost-effectiveness, the Corporation has determined to hold the Meeting virtually via a live audio webcast at https://virtual-meetings.tsxtrust.com/1785. All shareholders, regardless of their geographic location and equity ownership, will have an equal opportunity to participate in the Meeting and engage with directors and management of the Corporation as well as with other shareholders. The Meeting will not take place at a physical location and therefore shareholders will not be able to attend the Meeting in person. Each shareholder who is entitled to attend at shareholders’ meetings is encouraged to participate in the Meeting and shareholders are urged to vote on matters to be considered via live videoconference or by proxy. Voting in advance of the Meeting in accordance with the instructions set out on your form of proxy or voting instruction form will ensure your votes are counted at the Meeting, and participating via videoconference or telephone will help safeguard your health and the health of the Corporation’s personnel and the community generally.

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We encourage you to make sure that your votes are represented at the meeting. Additional information on how to attend the virtual meeting and to vote your shares in advance of the Meeting is enclosed. Please take the time to vote using the proxy form or voting instruction form sent to you in accordance with the instructions thereon so that your shares are voted according to your instructions and represented at the Meeting.

DATED at Toronto, Ontario this 20th day of March 2025.

By Order of the Board of Directors

(signed) “Nicholas Reichenbach”

Nicholas Reichenbach

Chief Executive Officer, Founder and Director

IMPORTANT

It is desirable that as many shares as possible be represented at the Meeting. You are encouraged to complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be delivered to TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, or by facsimile to (416) 595-9593 no later than 1:00 p.m. (Toronto time) on April 24, 2025, or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting. Late instruments of proxy may be accepted or rejected by the chair of the Meeting in his or her discretion but he or she is under no obligation to accept or reject any particular late instrument of proxy. As an alternative to completing and submitting an instrument of proxy, you may vote electronically on the internet at https://www.voteproxyonline.com/pxlogin. Shareholders who wish to vote using the internet should follow the instructions in the instrument of proxy mailed to such shareholder.