Geekco Technologies Corporation — Proxy Solicitation & Information Statement 2022

Sep 2, 2022

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT PROXY CIRCULAR

GEEKCO TECHNOLOGIES CORPORATION

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This information is provided with respect to the solicitation by the management of Geekco Technologies Corporation (the “Corporation”) of proxies to be used at the annual and special meeting of shareholders of the Corporation to be held on September 30, 2022, at 10:00 a.m. (Eastern Time) online by webcast (register at https://forms.office.com/r/mcJrqsGuZT forty-eight open hours prior to the meeting to receive access instructions in due time).

DATED AUGUST 31, 2022

TABLE OF CONTENTS

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT PROXY CIRCULAR

Solicitation of Proxies Appointment and Revocation of Proxies Questions and Answers on Proxy Voting Validity of a Proxy Voting by Proxy and Exercise of the Discretionary Authority Notice to Beneficial Shareholders or Non-Registered Shareholders Securities Having a Right to Vote and Principal Holders Ownership of the Corporation’s Shares

Interest of Certain Persons in Matters to be Acted Upon

Compensation of Directors and Named Executives Officers

Directors and Named Executive Officers Compensation, Excluding Compensation Securities Stock Options and Other Compensation Securities Stock Option Plan Restricted Share Unit Plan Equity Compensation Plan Information Compensation Analysis

Interest of Management and Certain Relationships in Material Transactions Indebtedness of Officers and Directors to the Corporation Directors and Officers Insurance Matters to be Acted Upon at the Meeting

Presentation and Receipt of the Annual Financial Statements Election of Directors Appointment of Auditors Audit Committee Corporate Governance Committee Statement of Corporate Governance Practices Additional Information Board of Directors’ Approval Schedule A - Statement of Corporate Governance Practices Schedule B - Audit Committee Charter

PROXY FORM

GEEKCO TECHNOLOGIES CORPORATION

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that an annual and special meeting of the holders of Class A shares (the « Common Shares ”) of Geekco Technologies Corporation (the “ Corporation ”) will be held on September 30, 2022, at 10:00 a.m. (Eastern Time) (the “ Meeting ”) online by webcast (register forty-eight open hours prior to the meeting at https://forms.office.com/r/mcJrqsGuZT to receive access instructions in due time), for the following purposes:

1. receive the annual financial statements for the fiscal year ended December 31, 2021, as well as the auditors’ report thereto:

2. proceed with the election of the directors of the Corporation;

3. appoint the auditor of the Corporation and authorize the directors to fix its compensation; and

4. transact such other business as may properly come before the Meeting or any adjournment thereof.

The Management Proxy Circular and the proxy form (the “ Proxy ”) are appended hereto and, as such, form an integral part of this Notice.

Shareholders may exercise their rights by attending the Meeting or by completing the Proxy. If you are unable to attend the Meeting, please complete and sign the appended Proxy and return it promptly in the envelope provided for that purpose. Your shares will be voted in accordance with the instructions you have given in the proxy. Please note that the proxy will not be valid until it has been deposited at the offices of Computershare Investor Services Inc. (“ Computershare ”) at 1500 Robert-Bourassa Boulevard, Suite 700, Montreal, Quebec H3A 3S8, or at 100 University Street, 8th Floor, Toronto, Ontario M5J 2Y1, no later than forty-eight (48) business hours preceding the Meeting or any adjournment thereof, unless it is delivered to the Chairman of the Meeting before the commencement of the Meeting or adjournment. A person appointed as proxyholder need not be a shareholder of the Corporation.

Notice is also hereby given that the Corporation’s Board of Directors has fixed the record date for the Meeting at the close of business on August 31, 2022 (the “ Record Date ”). Only holders of Common Shares as of the Record Date will be entitled to receive notice of the Meeting. Shareholders at the Record Date will be entitled to vote their shares at the Meeting, unless any such shareholder transfers his/her shares after the Record Date, in which case the transferee of such shares will be entitled to vote such shares at the Meeting if the transferee establishes that he owns said shares and requests, no later than ten (10) days prior to the Meeting, that the transferee’s name be included in the list of shareholders entitled to vote at the Meeting.

Signed in Laval, Quebec, August 31, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) Henri Harland Henri Harland, Chairman of the Board

Attachments :

Proxy Circular Proxy Reply Envelop

Si vous préférez recevoir une copie en français, veuillez écrire au Secrétaire de la Société :

Corporation Geekco Technologies 620-1600 Saint-Martin E Boul. Laval, QC, H7G 4R8 Canada