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illumin Holdings Inc. — Proxy Solicitation & Information Statement 2026
May 13, 2026
46943_rns_2026-05-13_4159499c-2b5b-44eb-adb2-0a93fd019f2e.pdf
Proxy Solicitation & Information Statement
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ILLUMIN HOLDINGS INC.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that Annual General and Special Meeting of Shareholders (the “Meeting”) of illumin Holdings Inc. (the “Corporation”) will be held on June 11, 2026 at 11:00 a.m. (Eastern Daylight Time) solely as a virtual (online) meeting by way of live audio webcast at https://virtual-meetings.tsxtrust.com/en/1878 (password: illumin2026 (case sensitive)) for the following purposes:
(a) to receive and consider the audited annual financial statements of the Corporation for the financial year ended December 31, 2025 and the report of the auditor thereon;
(b) to appoint BDO Canada LLP, as auditor of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
(c) to elect directors of the Corporation for the ensuing year;
(d) to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve the unallocated awards, rights and other entitlements under the Corporation’s omnibus incentive plan, as more fully described in the management information circular, dated the date hereof (the “Circular”); and
(e) to transact such other business as may properly come before the Meeting.
The Corporation will be hosting the Meeting virtually via live audio webcast. Shareholders will be able to listen, participate and vote at the Meeting in real time through a web-based platform instead of attending the Meeting in person.
The Circular provides additional information relating to matters to be dealt with at the Meeting. All shareholders are strongly encouraged to vote prior to the Meeting. Shareholders who are unable to attend the Meeting are requested to complete, date, sign and return the enclosed form of proxy or voting instruction form, as applicable, so that as large a representation as possible may be had at the Meeting. For further information on attending, participating and voting at the Meeting, please see “Meeting Procedures” and “Voting Procedures” beginning on pages 4 and 6, respectively, of the Circular.
The board of directors of the Corporation (the “Board”) has by resolution fixed the close of business on May 5, 2026, as the record date, being the date for the determination of the registered holders of common shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof. The Board has by resolution fixed 11:00 a.m. (Eastern Daylight Time) on June 9, 2026, or no later than 48 hours before the time of any adjourned or postponed Meeting (excluding Saturdays, Sundays and holidays), as the time before which proxies to be used or acted upon at the Meeting or any adjournment or postponement thereof shall be deposited with the Corporation’s transfer agent. Late proxies may be accepted or rejected by the chair of the Meeting (the “Chair”) in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy. The Chair may waive or extend the proxy cut-off without notice.
DATED at Toronto, Ontario this 6th day of May, 2026
By Order of the Board of Directors
“Sheldon Pollack” (signed)
Chairman and Director