Kits Eyecare Ltd. — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

Kits Eyecare Ltd.
Notice of Annual Meeting of Shareholders
To Be Held On June 4, 2025

All capitalized terms used herein but not otherwise defined have the meaning ascribed thereto in the accompanying management information circular dated April 22, 2025 (the “Circular”).

Notice is hereby given that the annual meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) of Kits Eyecare Ltd. (“KITS” or the “Company”) will be held on June 4, 2025 at 9:00 a.m. (Pacific Daylight Time) virtually via live webcast online at https://meetnow.global/MVZ7PUS 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 MNP 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; and

(d) 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 April 16, 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 his/her/its proxy by mail, telephone or over the internet in accordance with the instructions below.

Consistent with last year, we will hold our Meeting in a virtual only format, which will be conducted via live webcast. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location.

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 (“Non-Registered Holders”) 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 Holder 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 the proxyholder not receiving a user name to participate in the Meeting and only being able to attend as a guest.

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Registered Shareholders

Voting by Mail or Delivery Before the Meeting:

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

Voting by Telephone Before the Meeting. Enter the 15-digit control number printed on the form of proxy at 1-866-732-8683 (Canada and the U.S. only) or (312) 588-4290 (outside Canada and the U.S.).

Voting by Internet Before the Meeting. Enter the 15-digit control number printed on the form of proxy at www.investorvote.com.

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 9:00 a.m. (Pacific Daylight Time) on June 2, 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 their discretion, without notice.

Non-Registered Holders

A Non-Registered Holder should follow the instructions included on the voting instruction form provided by their Intermediary (as defined in the Circular).

Notice-and-Access

The Company has elected to send out proxy-related materials to Non-Registered Holders using the notice-and-access provisions under National Instrument 51-102 — Continuous Disclosure Obligations ("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 online, via the System for Electronic Data Analysis and Retrieval ("SEDAR+") and the Company's website, rather than mailing paper copies of such materials to securityholders.

All Shareholders, including Non-Registered Holders, can access 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 together with the auditor's report thereon (together with the MD&A, the "MD&A and Financials") electronically on SEDAR+ at www.sedarplus.ca and on the Company's website at https://ir.kits.com.

Shareholders are reminded to review the Circular before voting. Non-Registered Holders who have not elected to receive the Notice Package (as defined below) electronically 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 voting instruction form. The Company will be using procedures known as "stratification" as the Company will be sending paper copies of the Circular to registered Shareholders. Furthermore, paper copies of the MD&A and Financials will be mailed to Registered Holders and certain Non-Registered Holders who have requested the same.

Non-Registered Holders with questions about Notice-and-Access can call the Broadridge Investor Communication Solutions, English Proxy Line toll-free at 1-844-916-0609 (Canada and the U.S. only) or direct at 1-303-562-9305 (outside Canada and the U.S.) or the French Proxy Line toll-free at 1-844-973-0593 (Canada and the U.S. only) or direct at 1-303-562-9306 (outside Canada and the U.S.). Non-Registered Holders may obtain paper copies of the Circular and the MD&A and Financials free of charge

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by calling Broadridge at 1-877-907-7643 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 applicable Meeting-related materials should submit their request no later than 9:00 a.m. (Pacific Daylight Time) on May 21, 2025 in order to receive paper copies of the applicable Meeting-related materials in time to vote before the Meeting. Under the Notice-and-Access Provisions, applicable Meeting-related materials will be available for viewing on the Company's website for one year from the date of posting.

DATED April 22, 2025.

By Order of the Board of Directors
"Roger Hardy"
Roger Hardy
Chairman and Chief Executive Officer

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KITS

NOTICE-AND-ACCESS NOTIFICATION
for the Annual Meeting of Shareholders
to be held on June 4, 2025

You are receiving this notification as Kits Eyecare Ltd. (the "Company") is using the notice-and-access model for delivery of certain meeting materials to its non-registered shareholders ("Non-Registered Holders"). Under notice-and-access, instead of a paper copy of the information circular dated April 22, 2025 (the "Circular"), Non-Registered Holders receive this notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and also will reduce the cost of printing and mailing materials to Non-Registered Holders.

MEETING DATE AND LOCATION

When: Wednesday, June 4, 2025 at 9:00 a.m. (Pacific Daylight Time)
Where: Virtual Meeting via live audio webcast at: https://meetnow.global/MVZ7PUS

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS

Financial Statements: Shareholders will be asked to receive the consolidated financial statements of the Company for the year ended December 31, 2024 and the auditors' report thereon. Information respecting the financial statements may be found in the Circular under "Particulars of Matters to be Acted Upon at the Meeting – Financial Statements".

Appointment of Auditor: Shareholders will be asked to re-appoint MNP LLP as the auditors of the Company for the ensuing year and to authorize the directors of the Company to fix their remuneration. Information respecting the appointment of MNP LLP may be found in the Circular under "Particulars of Matters to be Acted Upon at the Meeting – Appointment of Auditors".

Election of Directors: Shareholders will be asked to elect directors for the ensuing year. Information respecting the election of directors may be found in the Circular under "Particulars of Matters to be Acted Upon at the Meeting – Election of Directors".

Other Business: Shareholders may be asked to consider other items of business that may be properly brought before the meeting.

HOW TO OBTAIN PAPER COPIES OF THE CIRCULAR

Non-Registered Holders may obtain paper copies of 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 and the audited consolidated financial statements of the Company and accompanying notes for the year ended December 31, 2024 together with the auditor's report thereon (collectively, the "MD&A and Financials") free of charge by calling 1-877-907-7643 at any time up until and including the date of the Meeting, including any adjournment or postponement thereof.

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To ensure you receive the paper copy in advance of the voting deadline and meeting date, your request must be received no later than 9:00 a.m. (Pacific Daylight Time) on May 21, 2025.

The Company will only provide paper copies of the Circular to shareholders who request paper copies of materials. Meeting materials will be available for viewing on the Company's website for one year from the date of posting.

The Company will be using procedures known as "stratification" as the Company will be sending paper copies of the Circular to registered holders of its common shares ("Registered Holders"). Furthermore, paper copies of the MD&A and Financials will be mailed to Registered Holders and certain Non-Registered Holders who have requested the same.

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VOTING

PLEASE NOTE YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote using the methods reflected on your enclosed voting instruction form. Your voting instruction form must be received by 9:00 a.m. (Pacific Daylight Time) on June 2, 2025.

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PLEASE REVIEW THE CIRCULAR PRIOR TO VOTING

The Circular and other relevant materials are available at:

https://ir.kits.com or www.sedarplus.ca.

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QUESTIONS

If you have any questions about Notice-and Access, please call Broadridge Investor Communication Solutions, English Proxy Line toll-free at 1-844-916-0609 (Canada and the U.S. only) or direct at 1-303-562-9305 (outside Canada and the U.S.) or the French Proxy Line toll-free at 1-844-973-0593 (Canada and the U.S. only) or direct at 1-303-562-9306 (outside Canada and the U.S.).