Genesis AI Corp. — AGM Information 2023

Oct 27, 2023

GENESIS AI CORP.

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 20, 2023

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of Shareholders of GENESIS AI CORP. ( formerly, Gallagher Security Corp.) (the “ Company ”) will be held at Suite 750 – 1620 Dickson Ave. Kelowna, BC V1Y 9Y2 on Monday, November 20, 2023, at 10:00 AM (Vancouver Time) for the following purposes:

1. to receive and consider the audited financial statements of the Company for the financial year ended June 30, 2023, together with the report of the auditors thereon;

2. to fix the number of directors of the Company at three (3) and to elect the directors of the Company for the ensuing year;

3. to re-appoint the auditors for the ensuing year and to authorize the directors of the Company to determine the remuneration to be paid to the auditors;

4. to consider and, if thought fit, pass an ordinary resolution of disinterested shareholders to approve the renewal of the Company’s 10% rolling stock option plan, as more particularly described in the accompanying management information circular (the “ Circular ”);

5. to pass, with or without variation, an ordinary resolution of the disinterested shareholders to ratify and approve the fixed restricted share unit plan of the Company (the “RSU Plan”), as described in the accompanying Information Circular; and

6. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

This notice of Meeting is accompanied by: (a) the Circular; and (b) either a form of proxy for registered Shareholders or a voting instruction form for beneficial Shareholders. The Circular accompanying this notice of Meeting is incorporated into and shall be deemed to form part of this notice of Meeting.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is October 16, 2023 (the “ Record Date ”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournments or postponements thereof in person are requested to complete, date, sign and return the accompanying form of proxy for use at the Meeting or any adjournments or postponements thereof. As a shareholder, you can choose from three different ways to vote your shares by proxy: (a) by mail or delivery in the addressed envelope provided or deposited at the offices of Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1, on behalf of the Company, so as to arrive not later than 10:00 AM (Vancouver time) on Thursday, December 15, 2022, or if the Meeting is adjourned, at the latest 48 hours (excluding Saturdays, Sundays and holidays) before the time set for any reconvened meeting at which the proxy is to be used; (b) by telephone (toll free) at 1-866-732-VOTE (8683); or (c) on the internet at www.investorvote.com, unless the chair of the Meeting elects to exercise his or her discretion to accept proxies received subsequently.

The above time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

DATED this 16[th] day of October, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

“ Devinder Randhawa ”

Devinder Randhawa CEO & Director

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