Integrated Cyber Solutions Inc. — Proxy Solicitation & Information Statement 2025

Apr 23, 2025

INTEGRATED CYBER SOLUTIONS INC.

NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 16, 2025

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of Integrated Cyber Solutions Inc. (the "Company") will be held at 4822 Northlake Blvd, Suite B, Palm Beach Gardens, Florida, U.S.A. on Friday May 16, 2025 at 2:00 p.m. Eastern Daylight Time (the "Meeting") for the following purposes:

1. to receive the audited financial statements of the Company for the years ended June 30, 2023 and 2024 and the auditor's reports thereon;
2. to fix the number of directors at four and to elect four directors for the ensuing year;
3. to appoint the auditor for the ensuing year;
4. to consider and, if thought fit, to pass an ordinary resolution ratifying and approving the Company's existing "rolling 10%" equity incentive plan, as more particularly described in the accompanying Information Circular; and
5. to transact such other business as may properly come before the Meeting or any adjournment thereof.

An Information Circular, Proxy form and Return Card also accompany this Notice of Meeting.

Only shareholders of record at the close of business on April 8, 2025 will be entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof. Registered shareholders who are unable to or who do not wish to attend the Meeting in person are requested to date and sign the enclosed Proxy form promptly and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated on the Proxy form. To be used at the Meeting, proxies must be received by Odyssey Trust Company, Proxy Department Trader's Bank Building, 702, 67 Yonge Street, Toronto, Ontario M5E 1J8 or online at https://vote.odysseytrust.com by 2:00 p.m. Eastern Daylight Time on May 14, 2025 or, if the Meeting is adjourned, by 2:00 p.m. Eastern Daylight Time, on the second last business day prior to the date on which the Meeting is reconvened, or may be accepted by the chairman of the Meeting prior to the commencement of the Meeting. If a registered shareholder receives more than one Proxy form because such shareholder owns shares registered in different names or addresses, each Proxy form should be completed and returned.

If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, you must complete and return your voting instructions in accordance with the procedures provided by your broker or such other intermediary.

Registered shareholders who are unable to attend the Meeting and who wish to ensure that their common shares will be voted at the Meeting are requested to 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 and in the Information Circular.

Non-registered 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 common shares will be voted at the Meeting. If you hold your common shares in a brokerage account, you are not a registered shareholder.

Dated as of the 8th day of April, 2025.

BY ORDER OF THE BOARD
"Alan Guibord"
ALAN GUIBORD
CEO and Director