Jamieson Wellness Inc. — Proxy Solicitation & Information Statement 2025

Apr 1, 2025

Jamieson Wellness Inc.
Notice of Annual Meeting of Shareholders
To Be Held On May 27, 2025

All capitalized terms used herein but not otherwise defined have the meaning ascribed thereto in the accompanying management information circular dated March 10, 2025 (the “Circular”).

Notice is hereby given that the annual meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) of Jamieson Wellness Inc. (“Jamieson”, the “Company”, or “us”) will be held on May 27, 2025 at 2:00 p.m. (Eastern Daylight Time) virtually via live audio webcast online at https://meetnow.global/MJMMM4R for the following purposes:

(a) to receive the financial statements for the year ended December 31, 2024 and the auditors’ report thereon;
(b) to re-appoint Ernst & Young LLP as the auditors of the Company for the ensuing year and to authorize the directors of the Company (the “Directors”) to fix their remuneration;
(c) to elect the Directors for the ensuing year;
(d) to consider and, if deemed advisable, to approve an advisory resolution (the “Advisory Say on Pay Resolution”), the full text of which is reproduced in Schedule “A” to the Circular, on the Company’s approach to executive compensation; and
(e) to transact such other business as may properly come before the Meeting and any adjournment or postponement thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular under “Particulars of Matters to be Acted Upon at the Meeting”, accompanying and forming part of this Notice of Annual Meeting (the “Notice”).

Shareholders of record at the close of business on March 28, 2025 are entitled to receive notice of and attend the Meeting and are entitled to one vote for each Common Share registered in the name of such Shareholder in respect of each matter to be voted upon at the Meeting. If unable to attend the Meeting, a registered Shareholder may, in advance of the Meeting, submit their proxy by mail, telephone or over the internet in accordance with the instructions below.

Your participation in the affairs of the Company is important to us. The Company is conducting its Meeting virtually this year to provide Shareholders with easy access and an equal opportunity to attend and participate in the Meeting, including the opportunity to ask questions and vote as set out in this Circular, regardless of geographic location. A virtual meeting format also aligns with our sustainability strategy.

Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting.

A Shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a non-registered Shareholder who wishes to appoint themselves to attend) must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Investor Services Inc., after submitting their form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in

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the proxyholder not receiving an invite code to participate in the Meeting and only being able to attend as a guest.

To register a proxyholder, Shareholders MUST visit http://www.computershare.com/jamiesonwellness by no later than 2:00 p.m. (Eastern Daylight Time) on May 23, 2025 and provide Computershare Investor Services Inc. with their proxyholder's contact information, so that Computershare Investor Services Inc. may provide the proxyholder with an invite code via email.

Voting for Registered Shareholders and Canadian Non-Objecting Beneficial Owners (NOBO Shareholders)

Voting by Internet Before the Meeting. Enter the 15-digit control number printed on the form of proxy or voting instruction form at www.investorvote.com and follow the instructions on the website to vote your Common Shares.

Voting by Telephone Before the Meeting. If you are a registered shareholder or employee share purchase plan holder, enter the 15-digit control number printed on the form of proxy or voting instruction form at 1-866-732-8683 (Canada and the U.S. only) or (312) 588-4290 (outside Canada and the U.S.) and follow the instructions on the recorded messages to vote your Common Shares. If you are a Canadian non-objecting beneficial owner, enter the 15-digit control number printed on the voting instruction form at 1-866-734-8683 (Canada and the U.S. only) or (312) 588-4290 (outside Canada and the U.S.) and follow the instructions on the recorded messages to vote your Common Shares.

Voting by Mail or Delivery Before the Meeting. Complete, sign and date the form of proxy or voting instruction form and mail the form of proxy to:

Computershare Investor Services Inc.
Attention: Proxy Department
8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1

Voting for U.S.-based Non-Objecting Beneficial Owners (U.S. NOBO Shareholders) and Objecting Beneficial Owners (OBO Shareholders)

Voting by Internet Before the Meeting. Enter the 16-digit control number printed on the voting instruction form at www.proxyvote.com and follow the instructions on the website to vote your Common Shares.

Voting by Telephone Before the Meeting. Enter your 16-digit control number at 1-800-474-7493 (English) or 1-800-474-7501 (French) and follow the instructions on the recorded messages to vote your Common Shares.

Voting by Mail Before the Meeting. Complete, sign and date the voting instruction form and return the voting instruction form by mail in the postage paid envelope provided.

A proxy will not be valid for the Meeting or any adjournment or postponement thereof unless it is completed and delivered to Computershare Investor Services Inc. no later than 2:00 p.m. (Eastern Daylight Time) on May 23, 2025 (or, if the Meeting is adjourned or postponed, 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of holding the Meeting) in accordance with the delivery instructions above. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion, without notice.

Notice-and-Access

The Company has elected to send out proxy-related materials to Shareholders using the notice-and-access provisions under National Instrument 51-102 – Continuous Disclosure Obligations

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("NI 51-102") and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101", and together with NI 51-102, the "Notice-and-Access Provisions") for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allow issuers to post electronic versions of proxy-related materials on-line, via the System for Electronic Data Analysis and Retrieval+ ("SEDAR+") and one other website, rather than mailing paper copies of such materials to securityholders.

Shareholders will be provided with electronic access to this Notice, the Circular, the Company's management's discussion and analysis of the results of operations and financial condition of the Company for the year ended December 31, 2024 (the "MD&A") and the audited consolidated financial statements of the Company and accompanying notes for the year ended December 31, 2024 (the "Financials", and together with the MD&A, the "MD&A and Financials") together with the auditor's report thereon on SEDAR+ at www.sedarplus.ca and on the Company's website at https://www.jamiesonwellness.com/English/investors/corporate-governance/governance-documents/default.aspx.

Shareholders are reminded to review the Circular before voting. Shareholders will receive paper copies of a notice package (the "Notice Package") via pre-paid mail containing a notice with information prescribed by the Notice-and-Access Provisions and a form of proxy (if you are a registered Shareholder) or a voting instruction form (if you are a non-registered Shareholder). The Company will not use procedures known as 'stratification' in relation to the use of Notice-and-Access Provisions. Stratification occurs when an issuer using Notice-and-Access Provisions sends a paper copy of the Circular to some securityholders with a Notice Package.

Shareholders with questions about notice-and-access can call the Company's transfer agent, Computershare Investor Services Inc. ("Computershare") toll-free at 1-866-964-0492 (Canada and the U.S. only) or direct at (514)-982-8714 (outside Canada and the U.S.). Shareholders may obtain paper copies of the Circular and the MD&A and Financials free of charge by contacting Computershare at 1-866-962-0498 (Canada and the U.S. only) or direct at (514) 982-8716 (outside Canada and the U.S.) at any time up until and including the date of the Meeting, including any adjournment or postponement thereof. Any Shareholder wishing to obtain a paper copy of the meeting materials should submit their request no later than 2:00 p.m. (Eastern Daylight Time) on May 13, 2025 in order to receive paper copies of the meeting materials in time to vote before the Meeting. Under the Notice and Access Provisions, meeting materials will be available for viewing on the Company's website for one year from the date of posting.

DATED March 10, 2025

By Order of the Board of Directors

"Michael Pilato"

Michael Pilato

Director, President and Chief Executive Officer

Jamieson Wellness Inc.