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Great-West Lifeco Inc. Proxy Solicitation & Information Statement 2025

Aug 5, 2025

43106_rns_2025-08-05_4c34dc98-c0f7-44f6-a122-e132b648ad14.pdf

Proxy Solicitation & Information Statement

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SWEET EARTH

SWEET EARTH HOLDINGS CORPORATION

1500 - 1055 West Georgia Street

Vancouver, British Columbia V6E 4N7

Telephone No.: 604-307-8290

NOTICE OF ANNUAL GENERAL MEETING

TAKE NOTICE that the annual general meeting (the "Meeting") of the shareholders of Sweet Earth Holdings Corporation (the "Company") will be held at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada on Tuesday, September 2, 2025 at 10:00 a.m. (PST) for the following purposes:

  1. To receive and consider the audited consolidated financial statements of the Company for the financial year ended June 30, 2025, together with the auditor's report thereon (the "Annual Financial Statements") and the related management discussion and analysis (the "MD&A").

  2. To consider and, if deemed advisable, to pass an ordinary resolution to fix the number of directors of the Corporation to six (6) and to consider and, if deemed advisable, to pass an ordinary resolution electing the directors of the issuer resulting (the "Resulting Issuer") from the proposed acquisition of Vesalius Longevity Labs (Canada) Inc. and Vesalius Longevity Labs (SPV) Inc. pursuant to the terms of a business combination agreement dated June 17, 2025 (the "Proposed Transaction"), effective as of and subject to the completion of the Proposed Transaction.

  3. To appoint SHIM & Associates LLP, Chartered Professional Accounts, as auditor of the Company for the ensuing year, and to authorize the directors to fix the auditor's remuneration.

The Meeting will also consider any permitted amendment to or variation of any matter identified in this Notice, and transact such other business as may properly come before the Meeting or any adjournment thereof. An Information Circular accompanies this Notice and contains details of the matters to be considered at the Meeting.

A copy of the Annual Financial Statements and MD&A will be made available at the Meeting, and copies are available on SEDAR+ at www.sedarplus.ca.

Registered shareholders who are unable to attend the Meeting in person and wish to ensure that their shares will be voted at the Meeting, must complete, date and sign the enclosed form of proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of proxy.

If your shares are held in a brokerage account you are not a registered shareholder. Unregistered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting.

DATED at Vancouver, British Columbia this 28th day of July, 2025.

BY ORDER OF THE BOARD

"Robert Dubeau"

Robert Dubeau

President, Chief Executive Officer and Director