Fresh Factory — Proxy Solicitation & Information Statement 2025

Sep 20, 2025

THE FRESH FACTORY B.C. LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of the holders (the “TFF Shareholders”) of shares (“TFF Shares”) of The Fresh Factory B.C. Ltd. (“TFF” or the “Corporation”) will be held by telephone conference using dial-in instructions set out below at 1:00 p.m. (Eastern time), on October 9, 2025, and the Corporation invites TFF Shareholders to participate in that manner for the following purposes:

1. to receive and consider the annual audited consolidated financial statements of the Corporation for the financial year ended December 31, 2024, together with the auditor’s report thereon;
2. to elect the directors of the Corporation for the ensuing year;
3. to appoint MNP LLP as the auditors of the Corporation for the ensuing year and to authorize the board of directors of the Corporation to fix their remuneration;
4. to consider and, if thought appropriate, to approve, with or without variation, an ordinary resolution ratifying and approving the Amended and Restated Stock Option Plan.
5. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Particulars of the foregoing matters are set forth in the management information circular for the Meeting dated September 4, 2025 (the “Circular”), which accompanies this Notice of Meeting (the “Notice”) and, together with management’s Instrument of Proxy (“Proxy”) or Voting Instruction Form (“VIF”) which also accompanies the Notice, form a part hereof and must be read in conjunction with this Notice. The board of directors of the Corporation has fixed the close of business on September 4, 2025 as the record date for the determination of the TFF Shareholders entitled to receive notice of the Meeting. Only TFF Shareholders whose names have been entered in the register of shareholders as of the close of business on September 4, 2025 will be entitled to receive notice of the Meeting, and vote in advance of the Meeting.

This year the Meeting will be held in a virtual-only format, which will be conducted via teleconference. Registered Shareholders and duly appointed proxy holders may participate in the Meeting via live teleconference. Specifically, Registered shareholders and duly appointed proxyholders who wish to have the opportunity to speak during the meeting and participate in telephone voting must pre-register before 1 PM ET on October 7, 2025 for the conference by navigating to:

https://dpregister.com/sreg/10202210/ffbc8eb9fa

All shareholders and stakeholders wishing to attend the Meeting by teleconference may do so on a listen-only basis by dialing the following toll free, or international toll number approximately five to ten minutes prior to the commencement of the Meeting and ask the operator to join the Meeting:

Canada/USA Toll Free: 1-844-763-8274

International Toll: +1-412-717-9224

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Non-registered TFF Shareholders (being shareholders who beneficially own shares that are registered in the name of an intermediary such as a bank, trust company, securities broker or other nominee, or in the name of a depository of which the intermediary is a participant) who have not duly appointed themselves as proxyholder will be able to attend the Meeting by phone as guests, but guests will not be able to vote or ask questions at the Meeting. For information with respect to TFF Shareholders who own their TFF Shares through an intermediary, see “General Proxy Information – Non-Registered Shareholders” in the Circular.

If you are unable to call into the Meeting, please read the Instructions For Completion of Proxy (“Instructions”) on the reverse side of the Proxy or Instructions For Completion of VIF (“VIF Instructions”) enclosed herewith and then complete and return the Proxy or VIF within the time set out in the Instructions or VIF Instructions as the case may be. In addition, as set out in the Instructions and VIF Instructions, the enclosed Proxy or VIF is solicited by management of the Corporation but you may amend it if you so desire by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

A TFF Shareholder who wishes to appoint a person other than the proxyholders identified on the Proxy or VIF Instructions form (including a non-registered shareholder who wishes to appoint themselves as proxyholder in order to virtually attend the Meeting) must carefully follow the instructions in the Information Circular and on their Proxy or VIF form accompanying this Notice. These instructions include the additional step of registering such proxyholder with the transfer agent, Olympia Trust Company (“Olympia”), after submitting a form of proxy or voting instruction form.

Changes to the Meeting time, date or location and/or means of holding the Meeting may be announced by way of press release. Please monitor the Corporation’s press releases as well as its website at thefreshfactory.co for updated information. The Corporation advises you to check its website one week prior to the Meeting date for the most current information. The Corporation does not intend to prepare or mail an amended Circular in the event of changes to the Meeting format.

Whether or not you are able to attend the Meeting in person, you are encouraged to provide voting instructions on the enclosed Proxy or VIF as soon as possible. The Corporation’s transfer agent, Olympia, must receive your proxy no later than October 7, 2025 at 1:00 p.m. (Eastern time), or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays in the Province of British Columbia) before any adjourned or postponed Meeting. You must send your proxy to the Corporation’s transfer agent by either using the envelope provided or by mailing the proxy to Olympia Trust Company, Proxy Department, PO Box 128 STN M, Calgary, Alberta, T2P 2H6. You may vote by email at proxy@olympiatrust.com, Attention: Proxy Department. You may also vote on the internet by going to: https://css.olympiatrust.com/pxlogin and following the instructions. You will need your 12-digit control number located on the form of proxy. If you wish to vote on the internet, you must do so no later than October 7, 2025 at 1:00 p.m. (Eastern time). If you vote using any other method, your proxy must be received by Olympia no later than October 7, 2025 at 1:00 p.m. (Eastern time).

If you are a non-registered TFF Shareholder (for example, if you hold TFF Shares in an account with a broker or another intermediary), you should follow the voting procedures described in the Proxy or VIF provided by your broker or intermediary or call your broker or intermediary for information as to how you can vote your TFF Shares. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each non-registered TFF Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting. Note that the deadlines set by your broker or intermediary for submitting your Proxy or VIF may be earlier than the dates described above.

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TFF Shareholders should follow the instructions on the forms they receive and if they have any questions contact their intermediaries or Olympia Trust Company, the Corporation’s transfer agent, toll free within North America at (833) 684-1546, at (587) 774-2340 outside of North America or by e-mail at cssinquiries@olympiatrust.com.

DATED this 4th day of September, 2025.

BY ORDER OF THE BOARD

(Signed) “Bill Besenhofer”

Bill Besenhofer, Co-Founder, Chief Executive Officer and a Director