INVENTRONICS

INVENTRONICS LIMITED

NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 8, 2025

NOTICE is hereby given that the Annual and Special Meeting (the "Meeting") of the shareholders of Inventronics Limited (the "Corporation") will be held at the offices of Burnet, Duckworth & Palmer LLP, #2400, 525 - 8th Avenue S.W., Calgary, Alberta, on Thursday, May 8, 2025 at 10:00 am (Mountain Time) for the following purposes:

To receive the audited financial statements of the Corporation for the year ended December 31, 2024;
To fix the number of directors to be elected at the Meeting at six (6) members;
To elect six (6) directors for the ensuing year;
To appoint auditors for the ensuing year, and authorize the directors to fix their remuneration;
To consider and if thought appropriate, to pass, with or without variation, an ordinary resolution ratifying the Corporation's stock option plan, all as more particularly described in the accompanying Management Information Circular - Proxy Statement of the Corporation dated April 3, 2025 (the "Information Circular"); and
To transact such other business as may be properly brought before the Meeting, or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular accompanying and forming part of this notice.

Shareholders of the Corporation who are unable to attend the Meeting in person are requested to date and sign the enclosed Instrument of Proxy and mail it to the attention of the Proxy Department, Odyssey Trust Company, Trader's Bank Building, #702, 67 Yonge Street, Toronto, Ontario M5E 1J8. In order to be valid and acted upon at the Meeting, instruments of proxy must be returned to the aforesaid address no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time set for the holding of the Meeting or any adjournment thereof. Shareholders are cautioned that the use of the mail to transmit proxies is at each shareholder's risk.

The Board of Directors of the Corporation has fixed the record date for the Meeting at the close of business on April 3, 2025 (the "Record Date"). Only shareholders of the Corporation of record as at the Record Date are entitled to receive notice of the Meeting. Shareholders of record will be entitled to vote those shares included in the list of shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such shareholder transfers shares after the Record Date and the transferee of those shares, having produced properly endorsed certificates evidencing such shares or having otherwise established that he owns such shares, demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such shares at the Meeting.

The instrument appointing a proxy shall be in writing and shall be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

The persons named in the enclosed form of proxy are directors and/or officers of the Corporation. Each shareholder has the right to appoint a proxyholder other than such persons named in the form of proxy, who need not be a shareholder, to attend and to act for such shareholder and on such shareholder's behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder's appointee should be legibly printed in the blank space provided.

The Corporation intends to hold the Meeting in person. As always, the Corporation encourages shareholders to vote their shares prior to the Meeting following the instructions set out in the form of proxy or voting instruction form received by such shareholders.

In the event it is not possible or advisable to hold the Meeting in person, the Corporation will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means, telephone or other communication facilities. Please monitor our website at www.inventronics.com for updated information.

DATED at the City of Calgary, in the Province of Alberta, this 3rd day of April, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Dan Stearne"

Dan Stearne
President, Chief Executive Officer & Director

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INVENTRONICS LIMITED
INFORMATION CIRCULAR
For the Annual and Special Meeting of Shareholders
to be held on May 8, 2025

PROXIES

Solicitation of Proxies

This Management Information Circular - Proxy Statement (the "Information Circular") is furnished in connection with the solicitation of proxies by the management of Inventronics Limited (the "Corporation" or "Inventronics") for use at the Annual and Special Meeting (the "Meeting") of holders (the "Shareholders") of common shares (the "Common Shares" or the "Shares") of the Corporation to be held at the offices of Burnet, Duckworth & Palmer LLP, #2400, 525 - 8th Avenue S.W., Calgary, Alberta, on May 8, 2025 at 10:00 am (Mountain Time), and at any adjournment thereof, for the purposes set forth in the Notice of the Annual and Special Meeting (the "Notice").

Unless otherwise stated, the information contained in this Information Circular is given as at April 3, 2025.

No person has been authorized by the Corporation to give any information or make any representations in connection with the transactions herein described other than those contained in this Information Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by the Corporation.

Each outstanding Common Share is entitled to one vote on each resolution voted on at the Meeting. The Board of Directors of the Corporation (the "Board") has fixed the record date for the Meeting at the close of business on April 3, 2025 (the "Record Date"). The Corporation will prepare, as of the Record Date, a list of Shareholders entitled to receive the Notice of Meeting and showing the number of Common Shares held by each such Shareholder. Each Shareholder named in the list is entitled to vote the Common Shares shown opposite such Shareholder's name at the Meeting except to the extent that such Shareholder transfers ownership of the Common Shares after the Record Date, in which case the transferee shall be entitled to vote such Common Shares upon establishing ownership and requesting, by 4:30 pm (Mountain Time) not later than 10 days before the Meeting, to be included in the list of Shareholders entitled to vote at the Meeting.

A quorum for the transaction of business at the Meeting shall be present if two Shareholders holding in the aggregate not less than five percent (5%) of the Common Shares entitled to vote at the Meeting are present in person or represented by proxy.

Those Shareholders who desire to be represented at the Meeting by proxy must deposit their proxy with the Proxy Department, Odyssey Trust Company, Trader's Bank Building, #702, 67 Yonge Street, Toronto, Ontario M5E 1J8, no later than two (2) business days (excluding Saturdays, Sundays and holidays) before the day of the Meeting, or adjournment or adjournments thereof. A proxy must be executed by the Shareholder or his attorney authorized in writing, or if the Shareholder is a corporation, under its seal by an officer or attorney thereof duly authorized.

The persons named in the accompanying proxy are directors and officers of the Corporation. A Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act on such Shareholder's behalf at the Meeting other than the persons named in the proxy. To exercise this right, the Shareholder must strike out the name of the persons named in the proxy and insert the name of his or her nominee in the space provided or complete another appropriate form of proxy and, in either case, deposit the proxy with the Corporation at the place and within the time period specified above for the deposit of proxies.

Persons Making the Solicitation

The solicitation is made on behalf of the management of the Corporation. The costs incurred in the preparation and mailing of the Instrument of Proxy, Notice of Meeting and this Information Circular will be borne by the Corporation. In addition to solicitation by mail, proxies may be solicited by personal interviews, telephone or by other means of communication and by directors and officers of the Corporation, who will not be specifically remunerated therefor.

Exercise of Discretion by Proxy

The Common Shares represented by the Instrument of Proxy enclosed with this Notice of Meeting and this Information Circular will be voted for or against in accordance with the instructions of the Shareholder, but if no specification is made, they will be voted in favour of the matters set forth in the proxy. If any amendments or variations are proposed at the Meeting or any adjournment thereof to matters set forth in the proxy and described in the accompanying Notice of Meeting and this Information Circular, or if any other matters properly come before the Meeting or any adjournment thereof, the proxy confers upon the Shareholder's nominee discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the person voting the proxy at the Meeting. At the date of this Information Circular, management of the Corporation knows of no such amendments or variations or other matters to come before the Meeting.

Revocation of Proxies

A Shareholder who has given a proxy has the power to revoke it. If a person who has given a proxy attends personally at the Meeting at which the proxy is to be voted, such person may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing signed by the Shareholder or his attorney authorized in writing, or, if the Shareholder is a corporation, under its corporate seal and signed by a duly authorized officer or attorney for the corporation, and deposited at the registered office of the Corporation at any time up to and including the last day (other than Saturdays, Sundays and holidays) preceding the day of the Meeting at which the proxy is to be used, or any adjournment or adjournments thereof, or with the Chairman of the Meeting on the day of the Meeting, or on the day of any adjournment thereof, prior to the commencement of the Meeting.

Advice to Beneficial Holders of Securities

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of beneficial Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this Information Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Beneficial Shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the Beneficial Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers/nominees are prohibited from voting shares for their clients. The directors and officers of the Corporation do not know for whose benefit the Common Shares registered in the name of CDS & Co. are held.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to registered Shareholders. However, its purpose is limited to instructing the registered Shareholders how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically mails its voting instruction form (a "Voting Instruction Form"), which may be scanned, in lieu of the form of proxy. Beneficial Shareholders will be requested to complete and return the Voting Instruction Form to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free telephone number or access the internet to vote the Common Shares held by the Beneficial Shareholder. The toll-free number and website will be provided by Broadridge on its Voting Information Form. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a Voting Instruction Form from Broadridge cannot use that Voting Instruction Form to vote Common Shares directly at the Meeting, as the Voting Instruction Form must be returned as directed by Broadridge in advance of the Meeting in order to have the Common Shares voted.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As at April 3, 2025, 4,871,145 Common Shares were issued and outstanding, each such Common Share carrying the right to one vote on a ballot at the Meeting. A quorum for the transaction of business at the Meeting is not less than two persons present in person, each being a Shareholder entitled to vote thereat or a duly appointed proxy, and representing in the aggregate not less than 5% of the Common Shares entitled to be voted at the Meeting.

To the knowledge of the directors and officers of the Corporation, as at April 3, 2025, no person or company beneficially owned, or controlled or directed, directly or indirectly, voting securities of the Corporation carrying more than 10% of the voting rights attached to any class of voting securities of the Corporation other than:

1437891 Alberta Ltd. owns 703,050 Common Shares representing approximately 14.4% of the outstanding Common Shares. To the knowledge of the directors and officers of the Corporation, Garth Wilson, a former director and officer of the Corporation, owned 100% of the shares of 1437891 Alberta Ltd.
2451335 Alberta Ltd. owns 1,085,750 Common Shares representing approximately 22.3% of the outstanding Common Shares. To the knowledge of the directors and officers of the Corporation, Tracy Dobson, a director and officer of the Corporation, owned 100% of the shares of 2451335 Alberta Ltd.
C2DO Holding Ltd. owns 1,085,750 Common Shares representing approximately 22.3% of the outstanding Common Shares. To the knowledge of the directors and officers of the Corporation, Daniel O'Greysik, a director and officer of the Corporation, owned 100% of the shares of C2DO Holding Ltd.

Common Shares

The holders of Common Shares are entitled to one vote per Common Share at meetings of Shareholders, to receive any dividend as and when declared by the Board and to receive pro rata upon liquidation, dissolution or winding-up of the Corporation, the remaining property of the Corporation. All of the Common Shares issued and outstanding as of the date of this Information Circular have been issued as fully paid and non-assessable.

BUSINESS TO BE TRANSACTED AT THE ANNUAL AND SPECIAL MEETING

Shareholders will be asked at the Meeting to consider, and if deemed advisable, to approve the resolutions in respect to the matters outlined below. Each Shareholder entitled to vote at the Meeting will be entitled to cast one vote for each Common Share held with respect to the resolutions. The resolutions require the approval of a simple majority of the votes cast by those Shareholders who vote in person or by proxy at the Meeting. The members of the Board believe that approvals of resolutions in respect of these matters are in the best interest of the Corporation and recommend that Shareholders vote in favour of the resolutions.

Fixing Number of Directors and Election of Directors

Inventronics' affairs are managed by the Board whose members are elected at each annual meeting of the Shareholders and hold office until the next annual meeting, or until their successors are duly elected or appointed or until a director vacates his office or is replaced in accordance with the Corporation's bylaws.

The Shareholders are entitled to elect Inventronics' directors. The persons named in the below table will be nominated for election and have consented to nomination. Management does not contemplate that any of the nominees will be unable to serve as a director. The Corporation has not received notice of, and management is not aware of, any proposed nominees in addition to those named below.

The Board presently consists of six (6) members. Unless otherwise directed, it is management's intention to vote proxies in the accompanying form in favour of an ordinary resolution fixing the number of directors to be elected at the Meeting at six (6) members and in favour of the election of the following six (6) nominees as directors:

Dan Stearne
Robert Brookwell
Tracy Dobson
Daniel O'Greysik
Nicole Maruzzo
Michael Martin

The following table sets out the names and places of residence of Inventronics' proposed directors, their principal occupations for the last five years, their positions and offices with the Corporation, the dates upon which each first became a director, and the number of Common Shares beneficially owned, controlled or directed, directly or indirectly, as at April 3, 2025.

Name, Place of Residence and Office or Position	Principal Occupation	Director Since	Shares Beneficially Owned, Controlled or Directed
Dan Stearne^{(1)}
British Columbia, Canada
President, Chief Executive Officer, Director	President and Chief Executive Officer of the Corporation since May 2000.	September 1998	Nil
Robert Brookwell
Alberta, Canada
Chief Financial Officer, Director	Chief Financial Officer of the Corporation since September 2019; independent financial and operations consultant since July 2016.	February 2019	434,750
Tracy Dobson
Manitoba, Canada
Vice President, Operations, Director	Vice President, Operations of the Corporation and has held various positions with the Corporation since April 2000.	November 2017	1,085,750^{(2)}
Daniel O'Greysik
Manitoba, Canada
Vice President, Sales & Marketing, Director	Vice President, Sales & Marketing of the Corporation and has held various roles with the Corporation since 1996.	April 2014	1,085,750^{(3)}
Nicole Maruzzo^{(1)}
Ontario, Canada
Director	Director of Sephora Canada, a subsidiary of LVMH which is a publicly listed company, since April 2023; and from February 2016 to April 2023, Executive Director, Cineplex Entertainment, a publicly listed company.	June 2017	Nil
Michael Martin^{(1)}
Alberta, Canada
Director	Chief Financial Officer, Titan Logix Corp., a publicly listed company, since September 2023; and from May 2012 to July 2023, Chief Financial Officer, Dynamic Technologies Group Inc., a publicly listed company.	June 2017	Nil

Corporate Cease Trade Orders or Bankruptcies

During the past ten (10) years, none of the proposed directors of Inventronics is or has been a director, chief executive officer or chief financial officer of any company that: (i) was the subject of a cease trade order or similar order or an order that denied that company access to any exemption under securities legislation for a period of more than 30 consecutive days while the proposed director was acting in such capacity; (ii) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (iii) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, except as follows:

Mr. Martin was the Chief Financial Officer of Dynamic Technologies Group Inc. ("Dynamic") which obtained an initial order on March 9, 2023, for creditor protection under the Companies' Creditors Arrangement Act (CCAA) and Dynamic's listing was transferred to the NEX Board of the TSX Venture Exchange resulting in the suspension of trading of Dynamic's shares. While under creditor protection, Dynamic was sold to its senior creditor with any specific excluded assets or liabilities simultaneously being disposed of through a reverse vesting order. The transaction closed on July 21, 2023, after receiving court approval in Canada on June 27, 2023 and receipt of the Transaction Recognition Order granted by the United States Bankruptcy Court for the Northern District of Texas recognizing the Court Order. On closing of the transaction, Dynamic ceased to be a reporting issuer and its shares were de-listed from the NEX Board.

Personal Bankruptcies

During the past ten (10) years, none of the proposed directors of Inventronics has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

No proposed director has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body.

Appointment and Remuneration of Auditors

At the Meeting, the Shareholders will be asked, by ordinary resolution, to appoint Meyers Norris Penny LLP, of Winnipeg, Manitoba as auditors to serve until the close of the next Annual Meeting of Shareholders of the Corporation and to authorize the Board to fix their remuneration. Unless otherwise directed, it is the intention of management of the Corporation to vote proxies in the accompanying form in favour of the appointment of Meyers Norris Penny LLP as auditors of the Corporation.

Ratification of Option Plan

Pursuant to TSX Venture Exchange (the "TSXV") Policy 4.4 (the "Option Policy") the Corporation is permitted to maintain a "rolling" stock option plan (the "Stock Option Plan") reserving a maximum of 10% of the issued and outstanding Common Shares for issuance pursuant to stock options. In accordance with the Option Policy, rolling option plans must receive shareholder approval yearly at the Corporation's annual meeting.

The Stock Option Plan was initially approved by the Shareholders on June 20, 2005. At December 31, 2024, the Corporation had 50,000 outstanding options to purchase Common Shares (the "Options"). There were no Options exercised by the NEOs (as defined below) in 2024 and no additional Options have been granted since December 31, 2024.

The Stock Option Plan provides for the granting of Options to purchase Common Shares to directors, officers, employees and consultants of the Corporation. The Stock Option Plan is administered by the Board, or a committee of the Board appointed from time to time for such purpose. Options may be granted at the discretion of the Board or a committee thereof, in such number that may be determined at the time of grant, subject to the limits set out in the Stock Option Plan. The number of Common Shares issuable upon exercise of the Options granted under the Stock Option Plan is not more than

10% of the number of Common Shares that are issued and outstanding. The total number of Options to be granted to any one optionee in a twelve-month period may not exceed 5% of the issued and outstanding Common Shares (on a non-diluted basis) at the date of the grant of the Option. The aggregate issuance of Common Shares to "Insiders" (as such term is defined in the Stock Option Plan) pursuant to the Stock Option Plan within a one-year period may not exceed 10% of the outstanding Common Shares (on a non-diluted basis).

The exercise price of Options granted under the Stock Option Plan is fixed by the Board, provided that such exercise price may not be less than the market price, currently being the closing price of the Common Shares on the TSXV on the trading day preceding the date of grant of the Common Shares, or such other prices as may be determined under the applicable rules and regulations of all regulatory authorities to which the Corporation is subject, including the TSXV. The Options granted under the Stock Option Plan generally will vest over a period of two years and will expire within five years.

The foregoing summary is subject to the specific provisions of the Stock Option Plan. There are presently 50,000 Options outstanding under the Stock Option Plan. If the Stock Option Plan is approved at the Meeting, an additional 437,115 Options may be granted.

Accordingly, at the Meeting, Shareholders will be asked to consider and, if thought fit, approve an ordinary resolution in the following form (the "Option Plan Resolution"):

"BE IT RESOLVED as an ordinary resolution of the shareholders of the Corporation that:

the stock option plan (the "Option Plan") of the Corporation, on the terms described in the accompanying management proxy circular of the Corporation be and the same is hereby ratified, confirmed and approved;
any one director or officer of the Corporation be and is hereby authorized and directed to do all things and to execute and deliver all documents and instruments as may be necessary or desirable to carry out the terms of this resolution; and
notwithstanding that this resolution has been passed by the shareholders of the Corporation, the adoption of the proposed Option Plan is conditional upon receipt of final approval from the TSX Venture Exchange, and the directors of the Corporation are hereby authorized and empowered to revoke this resolution, without any further approval of the shareholders of the Corporation, at any time if such revocation is considered necessary or desirable by the directors."

Unless otherwise directed, it is the intention of management to vote the proxies in the accompanying form in favour of the Option Plan Resolution.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Corporation's Named Executive Officers (each an "NEO") (as defined in Form 51-102F6 of National Instrument 51-102 Continuous Disclosure Obligations) included the Chief Executive Officer ("CEO"), the Chief Financial Officer ("CFO"), the Vice President, Operations ("VP Operations") and the Vice President, Sales & Marketing ("VP Sales") (collectively also referred to as the "NEO Group"). The Board of Directors of the Corporation (the "Board") does not presently have a compensation committee and as such all decisions relating to compensation are made by the Board.

The Board reviews the NEO compensation annually to ensure that the compensation levels are commensurate with their experience, qualifications, and responsibilities to the Corporation. It is the Board's opinion that the current compensation structure is appropriate for the Corporation's financial capacity and prevailing economic conditions.

The Corporation's compensation plan for each of the CEO, VP Operations, and VP Sales included an annual base salary, a flex-pay component designed to vary depending on the financial performance of the Corporation, an auto allowance, and general employment benefits. A part-time CFO is also a member of the NEO Group and was compensated on a contract basis with the rate of compensation varying based on the time requirements of the Corporation, participation in flex-pay on a proportionate basis, and no entitlement to any perquisites.

The objective of the compensation plan is to link compensation for the NEO Group to the financial performance of the Corporation. Flex-pay is determined by calculating, at each month end, the Corporation's year-to-date free cash flow and, if the result is positive, a portion of the free cash flow is added to the aggregate compensation to be paid to the NEO Group. The members of the NEO Group do not receive any compensation for serving as members of the Board.

From time-to-time, the Board may grant Options to the NEOs. Options are intended to provide long-term incentive for the NEOs and align the interests of the NEOs with that of the shareholders of the Corporation in improving the trading price and value of the Common Shares over the long-term. There were no Options held by the NEOs at December 31, 2024.

There are no restrictions on the ability of the NEOs or members of the Board to purchase financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by NEOs or members of the Board.

No compensation consultant or advisor has been engaged by the Corporation in either of the last two most recently completed financial years.

Summary Compensation Table

The following table sets forth for the years ended December 31, 2024, 2023, and 2022 information concerning the compensation paid to the NEOs.

Name and principal position	Year	Salary ($)	Share-based awards ($)	Option-based awards ($)(1)	Non-equity incentive plan compensation ($)		Pension value ($)	All other compensation(4) ($)	Total compensation ($)
					Annual incentive plans(4)	Long-term incentive plans
Dan Stearne	2024	83,633	-	-	275,000	-	-	9,000	367,633
President and CEO	2023	205,582	-	-	-	-	-	9,000	214,582
	2022	205,582	-	55,000	-	-	-	9,000	269,582
Robert Brookwell(1)	2024	109,421	-	-	-	-	-	-	109,421
CFO	2023	141,250	-	-	-	-	-	-	141,250
	2022	151,250	-	55,000	-	-	-	-	206,250
Tracy Dobson	2024	193,101	-	-	-	-	-	9,000	202,101
VP Operations	2023	323,750	-	-	-	-	-	9,000	332,750
	2022	336,250	-	55,000	-	-	-	9,000	400,250
Daniel O'Greysik	2024	190,601	-	-	-	-	-	9,000	199,601
VP Sales	2023	323,750	-	-	-	-	-	9,000	332,750
	2022	336,250	-	55,000	-	-	-	9,000	400,250

Notes:

(1) Mr. Brookwell provided fractional CFO services on a contract basis and was compensated on specified terms that did not include any perquisites.
(2) Option-based awards in 2022 represent the grant date fair value of Options granted under the Stock Option Plan as calculated using the Black-Scholes option-pricing model. The assumptions for the model were a risk-free interest rate of $1.75\%$ , option life of 5 years, expected future volatility of $80\%$ , dividend rate of $10\%$ , and no forfeiture rate.
(3) The value of perquisites received by each of the NEOs, including property or other personal benefits provided to them that are not generally available to all employees, were not in the aggregate greater than $50,000 or 10\%$ of the NEO's total salary for the financial year. The amounts under "All other compensation" reflect the payment of a monthly auto allowance as described above.
(4) In 2024, Mr. Stearne was paid a one-time long service award of $275,000.

Incentive Plan Awards

For details with respect to the Stock Option Plan of the Corporation, see "Business to be Transacted at the Annual and Special Meeting – Ratification of Option Plan".

Outstanding Share-Based Awards and Option-based Awards

The following table sets forth for each NEO, all option-based awards and share-based awards outstanding at the end of the year ended December 31, 2024.

Incentive Plan Awards – Value Vested or Earned During the Year

Other than the one-time long service award of $275,000 paid to the CEO, during the year ended December 31, 2024, there were no option-based awards vested and no non-equity compensation or share-based awards were awarded, vested or earned.

Pension Plan Benefits

The Corporation has no pension plan but does make contributions to a group Registered Retirement Savings Plan on behalf of its employees including the Corporation's NEOs.

Termination and Change of Control Benefits

The Corporation has employment agreements with the VP, Operations and VP, Sales which establish salary, benefits and other general employment provisions. The employment agreements provide a right to be paid a severance amount, in the event of termination of employment by the Corporation for any reason other than just cause, equal to one and one-half times the aggregate of the base salary plus any flex-pay paid in the previous twelve months prior to the termination date plus the value of the Corporation's contributions to any benefit plans for the twelve months prior to the termination date. If Ms. Dobson or Mr. O'Greysik had been terminated on December 31, 2024, the amount payable to each would have been $225,105 and $229,658, respectively.

In addition, under the terms of the Stock Option Plan, the vesting of all unvested Options shall be accelerated upon the making of a take-over bid as defined in the Securities Act (Alberta) (which is not exempt from the take-over bid requirements of the Securities Act (Alberta)) for the Common Shares.

Director Compensation

Independent directors of the Corporation are paid $750 per meeting attended. The non-independent directors do not receive any compensation for serving as directors. The Corporation reimburses all directors for any expenses incurred with respect to attendance at meetings of the Board or committees thereof.

Independent directors of the Corporation are entitled to participate in, and may receive Options under, the Stock Option Plan. At December 31, 2024, independent directors held a total of 50,000 outstanding Options.

Directors' Summary Compensation Table

The following table sets forth for the year ended December 31, 2024, information concerning the compensation paid to directors of the Corporation other than directors who were also NEOs.

Name	Fees ($)	Option-based awards ($)	Other Compensation ($)	Total ($)
Nicole Maruzzo^{(1)}	3,750	-	-	3,750
Michael Martin^{(1)}	3,750	-	-	3,750

Notes:
(1) Ms. Maruzzo and Mr. Martin were re-elected as directors of the Corporation on February 8, 2024.

Directors' Outstanding Option-Based Awards and Share-Based Awards

Name	Option-based Awards				Share-based Awards
	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)	Number of shares or units of shares that have not vested (#)	Market value of share-based awards that have not vested ($)	Market value of vested share-based awards not paid out or distributed ($)
Nicole Maruzzo	25,000	$1.65	Feb. 28, 2027	-	-	-	-
Michael Martin	25,000	$1.65	Feb. 28, 2027	-	-	-	-

Directors' Incentive Plan Awards – Value Vested or Earned During the Year

During the year ended December 31, 2024, no director option-based awards vested, and no non-equity compensation or share-based awards were awarded, vested or earned.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information with respect to compensation plans under which equity securities are authorized for issuance as at December 31, 2024, aggregated for all compensation plans previously approved by the Shareholders and all compensation plans not previously approved by the Shareholders:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	50,000^{(1)}	1.65	437,115^{(2)}
Equity compensation plans not approved by securityholders	Nil	N/A	N/A
Total	50,000	1.65	437,115

Notes:
(1) Outstanding Options under the Stock Option Plan.
(2) The Corporation is authorized to issue a maximum of 10% of its issued and outstanding Common Shares as Options.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, officer or any associate or affiliate of any such director or officer or any employee is, or has at any time since the beginning of the most recently completed financial year of the Corporation, been indebted to the Corporation or any of its subsidiaries; nor is, or has, at any time since the beginning of the most recently completed financial year of the Corporation, any indebtedness of any such person been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

There were no material interests, direct or indirect, of directors or executive officers of the Corporation, or any person or company who beneficially owns more than 10% of the outstanding Common Shares (or any director or executive officer of any such person or company), in any transaction since the commencement of the last fiscal year which has or would materially affect the Corporation.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN THE MATTERS TO BE ACTED UPON

No director or executive officer of the Corporation, or any person who has held such a position since the beginning of the last completed financial year end of the Corporation, nor any nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, ratification of the Stock Option Plan and as otherwise set out herein.

AUDIT AND CORPORATE GOVERNANCE COMMITTEE INFORMATION

Audit Committee Mandate and Terms of Reference

The mandate and responsibilities of the Audit and Corporate Governance Committee of the Board of Directors (the "Audit and Corporate Governance Committee") of the Corporation is attached hereto as Schedule "B".

Composition of the Audit and Corporate Governance Committee

The members of the Audit and Corporate Governance Committee are Dan Stearne, Nicole Maruzzo and Michael Martin, all of whom are financially literate pursuant to National Instrument 52-110 Audit Committees ("NI 52-110") as they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements. Ms. Maruzzo and Mr. Martin are considered independent members of the Audit Committee. Mr. Stearne is not considered independent as he is an executive officer of the Corporation.

Relevant Education and Experience

Mr. Stearne is a member of the Chartered Professional Accountants of Canada and has decades of experience as a director, Chief Executive Officer or Chief Financial Officer of Canadian public companies.

Ms. Maruzzo is a member of the Chartered Professional Accountants of Canada, and the Illinois Certified Public Accountants Society. Ms. Maruzzo is the Director of a subsidiary of a Euronext Paris Exchange listed company.

Mr. Martin is a member of the Chartered Professional Accountants of Canada and is the Chief Financial Officer of a company listed on the TSXV.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year has a recommendation of the Audit and Corporate Governance Committee to nominate or compensate an external auditor not been adopted by the Board.

Pre-Approval of Policies and Procedures

The Audit and Corporate Governance Committee shall review and pre-approve all non-audit services to be provided to the Corporation by its external auditors.

External Auditor Service Fees

Audit Fees

The aggregate fees billed by the Corporation's external auditor related to audit services for the 2024 fiscal year were $58,140 (2023 - $55,860). No fees were billed in the last two fiscal years for assurance related services by the Corporation's

external auditor that are reasonably related to the performance of the audit or review of the Corporation's financial statements.

Non-audit Fees

The aggregate fees billed by the Corporation's external auditor for tax return preparation services related to the 2024 fiscal year were $6,177 (2023 - $5,845).

Exemption

As the Corporation is listed on the TSXV, it is relying on the exemption in Section 6.1 of NI 52-110 from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") requires that if management of an issuer solicits proxies from its securityholders for the purpose of electing directors that certain prescribed disclosure respecting corporate governance matters be included in its management information circular.

As the Corporation is a Venture Issuer (as defined under NI 58-101), the prescribed corporate governance disclosure pursuant to TSXV policies for the Corporation is that contained in Form 58-101F2 which is attached to NI 58-101.

1. Board of Directors

(a) Disclose the identity of directors who are independent.

Ms. Maruzzo and Mr. Martin are independent directors of the Corporation.

(b) Disclose the identity of directors who are not independent and describe the basis for that determination.

Mr. Stearne, Mr. Brookwell, Ms. Dobson, and Mr. O'Greysik are all officers of the Corporation.

2. Directorships

If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

None of the directors of the Corporation are presently directors of other issuers that are reporting issuers.

3. Orientation and Continuing Education

Briefly describe what steps, if any, the board takes to orient new board members, and describe any measures the board takes to provide continuing education for directors.

Due to the size of the Board, no formal program exists for the orientation of new directors. Upon joining the Board, new directors are given copies of the Board's Governance Manual which includes copies of the mandates of the Board, mandates of each committee of the Board and the Corporation's Code of Business Conduct and Ethics. In addition, new directors undergo orientation and education conducted by existing directors on an informal basis. For further information with respect to the responsibilities of the Board, please see the Mandate and Responsibilities of the Board of Directors which is attached as Schedule "A" to this Information Circular.

No formal continuing education program currently exists for the directors of the Corporation; however, the Corporation encourages directors to attend, enrol or participate in courses and/or seminars dealing with financial literacy, corporate governance and related matters. Each director has the responsibility for ensuring that he or she maintains the skills and knowledge necessary to meet his or her obligations as a director.

4. Ethical Business Conduct

Describe what steps, if any, the board takes to encourage and promote a culture of ethical business conduct.

The Board has adopted a Code of Business Conduct and Ethics applicable to the directors, officers and employees of the Corporation. A copy of the Code of Business Conduct and Ethics can be obtained from the Corporation and is also available on SEDAR+ at www.sedarplus.ca.

The Corporation has adopted a "Whistleblower Program" which provides the employees, management, officers, directors, contractors, consultants and the committee members with the ability to report, on a confidential and anonymous basis, any complaints and concerns regarding accounting, internal auditing controls or auditing matters, including, but not limited to, unethical and unlawful accounting and auditing policies, practices or procedures, fraudulent or misleading financial information and instances of corporate fraud. The Board believes

that providing a forum for such individuals to raise concerns about ethical conduct and treating all complaints with the appropriate level of seriousness fosters a culture of ethical conduct within the Corporation.

Nomination of Directors

Describe the process by which the board identifies new candidates for board nomination.

The Board is responsible for selecting nominees for election to the Board. At present, there is no formal process to identify new candidates for nomination.

Compensation

Disclose what steps, if any, are taken to determine compensation for the directors and the CEO, including: (i) who determines compensation; and (ii) the process for determining compensation.

The members of the Board who are officers and employees of the Corporation receive no compensation for serving as directors of the Corporation. In the past, independent members have accepted nominal consideration for their roles as directors of the Corporation. The Board does not presently have a Compensation Committee. Decisions with respect to compensation are made by the Board as a whole.

See "Statement of Executive Compensation – Compensation Discussion and Analysis".

Other Board Committees

If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

In addition to its responsibilities with respect to financial reporting, the Audit and Corporate Governance Committee is responsible for corporate governance matters relating to the Corporation. This Committee is responsible for: (i) monitoring the appropriateness of governance systems with regard to external governance standards; (ii) reviewing the make-up and needs of the Board; and (iii) evaluating and assessing the effectiveness of the Board. For further information with respect to the responsibilities of the Audit and Corporate Governance Committee please see the Mandate and Responsibilities of the Audit and Corporate Governance Committee which is attached as Schedule "B" to this Information Circular.

Assessments

Disclose what steps, if any, that the board takes to satisfy itself that the board, its committee and its individual directors are performing effectively.

As part of its mandate, the Audit and Corporate Governance Committee is responsible for reviewing annually: (i) individual director performance and the performance of the Board as a whole, including processes and effectiveness; and (ii) the performance of the Chairman of the Board (if the Board has a Chairman).

OTHER MATTERS

Management of the Corporation knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice. However, if any other matter properly comes before the Meeting, the accompanying proxy will be voted on such matter in accordance with the best judgment of the person(s) voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to Inventronics is available on SEDAR+ at www.sedarplus.ca, and at Inventronics website www.inventronics.com. Financial information is provided in the comparative financial statements and management's discussion and analysis for the year ended December 31, 2024. The financial statements and related management's discussion and analysis may be accessed on SEDAR+ at www.sedarplus.ca. To receive a printed copy of the financial statements and related management's discussion and analysis please contact Inventronics Limited, 1420 Van Horne Avenue East, Brandon, Manitoba, R7A 7B6. None of the information available on the website or on SEDAR+ at www.sedarplus.ca is deemed to be incorporated by reference herein.

SCHEDULE "A" TO THE INFORMATION CIRCULAR - MANAGEMENT PROXY STATEMENT OF INVENTRONICS LIMITED DATED APRIL 3, 2025

MANDATE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS EFFECTIVE SEPTEMBER 14, 2007

Introduction

The Board of Directors (the "Board") of Inventronics Limited (the "Corporation") is responsible for the stewardship of the Corporation and its subsidiaries and has the responsibility to oversee the conduct of the business of the Corporation and its subsidiaries and to oversee management who is responsible for the day-to-day conduct of the business. In discharging its responsibility, the Board will exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and will act honestly and in good faith with a view to the best interests of the Corporation.

This Mandate of the Board of Directors (the "Mandate") is prepared to assist the Board and management in clarifying responsibilities and ensuring effective communication between the Board and management.

Composition and Board Organization

Except as set out in the By-Laws of the Corporation, Board members will be elected at the annual meeting of shareholders and will serve until their successors are duly elected.

A majority of directors comprising the Board should be "independent" directors (as such term is defined in National Instrument 58-101 - Disclosure of Corporate Governance Practices). On an annual basis, the Board will conduct an analysis and decide as to the "independence" of each Board member.

Certain of the responsibilities of the Board referred to herein may be delegated to committees of the Board. The responsibilities of those committees will be as set forth in their respective terms of reference, as amended from time to time.

To be considered for nomination and election to the Board, directors must demonstrate integrity and high ethical standards in their business dealings, their personal affairs and in the discharge of their duties to and on behalf of the Corporation.

Director's Obligations

Each Director has the responsibility to:

attend all regularly scheduled meetings of the Board and all of the Committees on which they serve and to be prepared for such meetings by reviewing materials provided in advance of meetings;
act honestly and in good faith and with a view to the best interests of the Corporation; and
exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Duties And Responsibilities

Managing the Affairs of the Board and Governance

The Board operates by delegating certain of its authorities to management and by reserving certain powers to itself. The responsibilities of the Board are described in a separate section of this document. Subject to these legal obligations and to the Articles and By-laws of the Corporation, the Board retains the responsibility for managing its own affairs, including:

developing the Board's approach to governance, which may be delegated to the Audit and Governance Committee;
planning its composition and size;
selecting its Chair;
nominating candidates for election to the Board;
appointing committees;
determining director compensation; and
assessing the effectiveness of the Board, committees and directors in fulfilling their responsibilities.

A-1

The Board is responsible to:

meet in person or by telephone conference call, at least once each quarter and as often thereafter as required to discharge the duties of the Board;
hold meetings of the independent directors without management and non-independent directors present, when necessary; and
comply with the position description applicable to individual directors.

Management and Human Resources

The Board has responsibility for:

the appointment and termination, if necessary, of the Chief Executive Officer ("CEO") of the Corporation;
monitoring and evaluating the CEO's performance;
approving CEO compensation;
providing advice and counsel to the CEO in the execution of the CEO's duties; and
satisfying itself, to the extent reasonably feasible, as to the integrity of the CEO and that the CEO and other senior officers establish the ethical standards to be observed by all officers and employees, all with the objectives of creating a culture of integrity throughout the organization and use reasonable efforts to ensure that a process is in place to monitor compliance with those standards;

The Board has oversight responsibility for:

appointment and discharge of senior officers;
acceptance of outside directorships on public companies by senior officers (other than not-for-profit organizations); and
employment contracts, termination and other special arrangements with senior officers, or other employees.