KITS

KITS EYECARE LTD.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

to be held on June 3, 2026 and

MANAGEMENT INFORMATION CIRCULAR

dated April 20, 2026

KITS EYECARE LTD.

April 20, 2026

Dear shareholders of Kits Eyecare Ltd.:

On behalf of the directors and management team of Kits Eyecare Ltd. (the "Company"), we are pleased to invite you to attend the Company's annual shareholder meeting (the "Meeting"), taking place at 9:00 a.m. (Pacific Daylight Time) on June 3, 2026. We will hold the Meeting in a virtual only format, which will be conducted via live webcast, to provide shareholders with equal opportunity to participate at the Meeting online regardless of geographic location.

At the Meeting, the holders of the common shares of the Company will be asked to (i) receive the financial statements for the year ended December 31, 2025 and the auditors' report thereon, (ii) elect the directors for the ensuing year, (iii) re-appoint MNP LLP as the auditors of the Company and authorize the directors of the Company to fix their remuneration, (iv) consider and, if thought appropriate, pass an ordinary resolution ratifying and approving unallocated options under the Company's stock option plan, and (v) consider and, if thought appropriate, pass an ordinary resolution ratifying and approving unallocated rights under the Company's restricted share plan.

Your vote matters. You may exercise your vote by completing the proxy form or voting instruction form or by virtually attending the Meeting. The accompanying management information circular describes the business to be conducted at the Meeting, important additional information and detailed instructions on voting and participation at the Meeting, and the Company's governance practices.

Thank you for your investment and we look forward to connecting with you at the Meeting.

Sincerely,

"Roger Hardy"

Roger Hardy

Chairman and Chief Executive Officer

Kits Eyecare Ltd.
Notice of Annual Meeting of Shareholders
To Be Held On June 3, 2026

All capitalized terms used herein but not otherwise defined have the meaning ascribed thereto in the accompanying management information circular dated April 20, 2026 (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 3, 2026 at 9:00 a.m. (Pacific Daylight Time) virtually via live webcast online at https://meetnow.global/MAPPLDV for the following purposes:

(a) to receive the financial statements for the year ended December 31, 2025 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;

(d) to consider and, if deemed advisable, to pass an ordinary resolution ratifying and approving unallocated options under the Company’s stock option plan;

(e) to consider and, if deemed advisable, to pass an ordinary resolution ratifying and approving unallocated rights under the Company’s restricted share plan; and

(f) 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, 2026 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.

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
320 Bay Street, 14th Floor Toronto, ON M5H 4A6

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 1, 2026 (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, 2025 (the "MD&A") and the audited consolidated financial statements of the Company and accompanying notes for the year ended December 31, 2025 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 (North America) or direct at 1-303-562-9305 (outside North America) or the French Proxy Line toll-free at 1-844-973-0593 (North America only) or direct at 1-303-562-9306 (outside North America). Non-Registered Holders may obtain paper copies of the Circular and the MD&A and Financials free of charge by calling Broadridge at 1-877-

907-7643 (North America only), or 303-562-9305 (English) or 303-562-9306 (French) (outside North America), 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 25, 2026 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 20, 2026.

By Order of the Board of Directors

"Roger Hardy"

Roger Hardy

Chairman and Chief Executive Officer

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MANAGEMENT INFORMATION CIRCULAR

Page

PROXY AND VOTING INFORMATION 1
- Solicitation of Proxies 1
- Notice-and-Access 1
- Record Date 2
- Meeting Information 2
- Voting Information 2

GENERAL INFORMATION 7

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF 8

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING 8
- Financial Statements 8
- Appointment of Auditors 8
- Election of Directors 9
- Cease Trade Orders, Bankruptcies, Penalties or Sanctions 17
- Director Profile Summary 18
- Approval of Unallocated Options Under the Stock Option Plan 18
- Approval of Unallocated Rights Under the Restricted Share Plan 18
- Other Matters Which May Come Before the Meeting 19

COMPENSATION OF EXECUTIVE OFFICERS 19
- Introduction 19
- Objectives of the Company's Current Executive Compensation Program 20
- Determination of Compensation 20
- Executive Compensation 20
- Executive Compensation Related Fees 21
- Compensation Risk 21
- Base Salary 21
- Annual Bonuses 21
- Performance Incentive Plan 22
- Stock Option Plan 22
- Restricted Share Plan 25
- Burn Rate of Stock Option Plan and Restricted Share Plan 27
- Securities Authorized for Issuance Under Equity Compensation Plans 28
- Incentive Plan Awards 29
- Employment Agreements 30
- Performance Graph 32
- Summary Compensation Table 33

COMPENSATION OF DIRECTORS 34

Incentive Plan Awards...35
Directors’ and Officers’ Liability Insurance...35

STATEMENT OF CORPORATE GOVERNANCE PRACTICES...36
Board of Directors...36
Meetings Independent from Management...37
Board Mandate...37
Position Descriptions...37
Orientation and Continuing Education...38
Ethical Business Conduct...38
Related Party Transactions and Conflicts of Interest...38
Nomination of Directors...38
Compensation...39
Other Board Committees...40
Assessments...40
Term Limits...40
Diversity...40

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS...41
INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON...41
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS...41
ADDITIONAL INFORMATION...41
DIRECTORS’ APPROVAL...42
ANNEX I STOCK OPTION PLAN RESOLUTION...I-1
ANNEX II RESTRICTED SHARE PLAN RESOLUTION...II-1
ANNEX III MANDATE OF THE BOARD OF DIRECTORS...III-1

PROXY AND VOTING INFORMATION

Solicitation of Proxies

This management information circular (the “Circular”) dated as of April 20, 2026 and accompanying form of proxy are furnished in connection with the solicitation, by management of Kits Eyecare Ltd. (“we”, “us”, “our”, the “Company” or “KITS”), of proxies to be used at the annual meeting of the holders (the “Shareholders”) of common shares (“Common Shares”) of the Company (the “Meeting”) referred to in the accompanying Notice of Annual Meeting (the “Notice”) to be held on June 3, 2026 at 9:00 a.m. (Pacific Daylight Time) for the purposes set forth in the Notice. The Meeting will be held in a virtual only format, which will be conducted via live webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information Shareholders will need to attend the Meeting online is provided below. See “Voting Information” below.

The solicitation will be made primarily by mail, subject to the use of Notice-and-Access Provisions (as defined herein) in relation to delivery of Meeting-related materials, but proxies may also be solicited personally or by telephone by directors (“Directors”) and/or officers of the Company. The cost of solicitation by management will be borne by the Company.

Pursuant to National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of the Common Shares. The cost of any such solicitation will be borne by the Company.

Notice-and-Access

The Company is sending out proxy-related materials to non-registered Shareholder (“Non-Registered Holders”) using the notice-and-access provisions under National Instrument 51-102 — Continuous Disclosure Obligations (“NI 51-102”) and NI 54-101 (together with NI 51-102, the “Notice-and-Access Provisions”). The Company believes that use of the Notice-and-Access Provisions will benefit the Company by reducing the postage and material costs associated with the printing and mailing of the proxy-related materials and will also reduce the environmental impact of such actions.

All Shareholders, including Non-Registered Holders, can access the Notice, this 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, 2025 (the “MD&A”) and the audited consolidated financial statements of the Company and accompanying notes for the year ended December 31, 2025 (together with the MD&A, the “MD&A and Financials”) together with the auditor’s report thereon on the System for Electronic Data Analysis and Retrieval (“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. Stratification occurs when an issuer using Notice-and-Access Provisions sends a paper copy of the Circular and the MD&A and Financials to some securityholders with a Notice Package.

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.). Shareholders may obtain paper copies of the Circular and the MD&A and Financials free of charge by calling 1-877-907-

7643 (toll free in North America), or 303-562-9305 (English) or 303-562-9306 (French) (from outside North America), 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-related materials should submit their request no later than 9:00 a.m. (Pacific Daylight Time) on May 25, 2026 in order to receive paper copies of the Meeting-related materials in time to vote before the Meeting. Under the Notice-and-Access Provisions, Meeting-related materials will be available for viewing on the Company's website for one year from the date of posting.

Record Date

Meeting Information

The Meeting will be held on June 3, 2026 at 9:00 a.m. (Pacific Daylight Time) virtually via live webcast online at https://meetnow.global/MAPPLDV. Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Non-Registered Holders who have not duly appointed themselves as proxyholders may attend the Meeting as guests. Guests will not be able to vote at the Meeting. See "Voting Information" below.

Registered Shareholders and duly appointed proxyholders who participate at the Meeting online will be able to listen to 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 below under "Voting Information". Non-Registered Holders who have not duly appointed themselves as proxyholders may still attend the Meeting as guests. Guests will be able to listen to the Meeting but will not be able to vote at the Meeting. See "Voting Information — Voting at the Meeting" below.

Voting Information

Shareholders may vote before the Meeting or vote at the Meeting, as described below.

1. Voting Before the Meeting

Appointment of Proxies

The persons named in the form of proxy accompanying this Circular are Directors and/or officers of the Company. Each Shareholder submitting a proxy has the right to appoint a person or company (who need not be a Shareholder), other than the persons named in the accompanying form of proxy, to represent such Shareholder at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting the name of such representative in the blank space provided in the accompanying form of proxy. The additional registration step outlined below under "Voting at the Meeting — Appointment of a Third Party as Proxy" must also be followed. All proxies must be executed by the Shareholder or their attorney duly authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized.

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. ("Computershare") no later than 9:00 a.m. (Pacific Daylight Time) on June 1, 2026 (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 below. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at their discretion, without notice.

Shareholders and duly appointed proxyholders can attend the Meeting online by going to https://meetnow.global/MAPPLDV.

Registered Shareholders and duly appointed proxyholders can participate in the Meeting by clicking “Shareholder” and entering a Control Number or an Invitation Code before the start of the Meeting.
Registered Shareholders — The 15-digit control number is located on the form of proxy or in the email notification you received.
Duly appointed proxyholders — Computershare will provide the proxyholder with an Invitation Code after the voting deadline has passed.
Voting at the Meeting will only be available for registered Shareholders and duly appointed proxyholders. Non-Registered Holders who have not appointed themselves may attend the Meeting by clicking “Guest” and completing the online form.

Shareholders who wish to appoint a third party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not being eligible to participate in the Meeting. To register a proxyholder, Shareholders MUST visit http://www.computershare.com/KITS by 9:00 a.m. (Pacific Daylight Time) on June 1, 2026 (or, if the Meeting is adjourned or postponed, 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of holding the Meeting) and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.

It is important that you are connected to the Internet at all times during the Meeting in order to vote when balloting commences.

In order to participate online, Shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an Invitation Code.

Revocation of Proxies

Proxies given by Shareholders for use at the Meeting may be revoked at any time prior to their use. Subject to compliance with the requirements described in the following paragraph and below under “Voting at the Meeting”, the giving of a proxy will not affect the right of a Shareholder to attend, and vote at, the Meeting.

In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or their attorney duly authorized in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized and deposited with Computershare, in a manner provided above under “Proxy and Voting Information — Appointment of Proxies”, at any time up to and including 9:00 a.m. (Pacific Daylight Time) on June 1, 2026 (or, if the Meeting is adjourned or postponed, 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of holding the Meeting).

If you have followed the process for attending and voting at the Meeting online (see below under “Voting at the Meeting”), voting at the Meeting online will revoke your previous proxy.

Non-Registered Holders

Only registered Shareholders, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a Non-Registered Holder are registered either:

A. in the name of an intermediary (each, an "Intermediary" and collectively, the "Intermediaries") that the Non-Registered Holder deals with in respect of the Common Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans; or

B. in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

In accordance with the requirements of NI 54-101, the Company has distributed copies of the form of proxy and supplemental mailing card (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Intermediaries will generally use service companies (such as Broadridge Financial Solutions, Inc.) to forward the Meeting Materials to Non-Registered Holders. Generally, a Non-Registered Holder who has not waived the right to receive Meeting Materials will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, in addition, if applicable, to the procedures set out below under "Voting at the Meeting — Appointment of a Third Party as Proxy", depending on the type of form they receive:

(1) Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form. If the Non-Registered Holder does not wish to attend and vote at the Meeting (or have another person attend and vote on the Non-Registered Holder's behalf), but wishes to direct the voting of the Common Shares they beneficially own, the voting instruction form must be submitted by mail, telephone or over the internet in accordance with the directions on the form. If a Non-Registered Holder wishes to attend and vote at the Meeting (or have another person attend and vote on the Non-Registered Holder's behalf), the Non-Registered Holder must complete, sign and return the voting instruction form in accordance with the directions provided and a form of proxy giving the right to attend and vote will be forwarded to the Non-Registered Holder; or

(2) Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. If the Non-Registered Holder does not wish to attend and vote at the Meeting (or have another person attend and vote on the Non-Registered Holder's behalf), but wishes to direct the voting of the Common Shares they beneficially own, the Non-Registered Holder must complete the form of proxy and submit it to Computershare as described above under "Voting Before the Meeting – Appointment of Proxies". If a Non-Registered Holder wishes to attend and vote at the Meeting (or have another person attend and vote on the Non-Registered Holder's behalf), the Non-Registered Holder must strike out the persons named in the proxy and insert the Non-Registered Holder's (or such other person's) name in the blank space provided.

In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those regarding when and where the proxy or the voting instruction form is to be delivered. In addition, if applicable, Non-Registered Holders should follow the procedures set out below under "Voting at the Meeting — Appointment of a Third Party as Proxy".

A Non-Registered Holder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote given to an Intermediary at any time by written notice to the Intermediary in accordance with the instructions received from the Intermediary, except that an Intermediary may not act on a revocation of a voting instruction form or a waiver of the right to receive Meeting Materials and to vote that is not received by the Intermediary in sufficient time prior to the Meeting.

A Non-Registered Holder may fall into two categories — those who object to their identity being made known to the issuers of the securities which they own ("Objecting Beneficial Owners") and those who do not object to their identity being made known to the issuers of the securities which they own ("Non-Objecting Beneficial Owners"). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their Non-Objecting Beneficial Owners from Intermediaries. Pursuant to NI 54-101, issuers may obtain and use the Non-Objecting Beneficial Owners list in connection with any matters relating to the affairs of the issuer, including the distribution of proxy-related materials directly to Non-Objecting Beneficial Owners. The Company is sending Meeting Materials directly to Non-Objecting Beneficial Owners; the Company uses and pays Intermediaries and agents to send the Meeting Materials. The Company also intends to pay for Intermediaries to deliver the Meeting Materials to Objecting Beneficial Owners.

These securityholder materials are being sent to Non-Registered Holders utilizing the Notice-and-Access Provisions. If you are a Non-Registered Holder, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding securities on your behalf.

By choosing to send these materials to you directly utilizing the Notice-and-Access Provisions, the Company (and not the Intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instruction form as specified in the request for voting instructions that was sent to you.

Exercise of Discretion By Proxies

Common Shares represented by properly executed proxies in favour of the persons named in the accompanying form of proxy will be voted on any ballot that may be called for and, where the person whose proxy is solicited specifies a choice with respect to the matters identified in the proxy, the Common Shares will be voted or withheld from voting in accordance with the specifications so made. Where Shareholders have properly executed proxies in favour of the persons named in the accompanying form of proxy and have not specified in the form of proxy the manner in which the named proxies are required to vote the Common Shares represented thereby, such shares will be voted in favour of the passing of the matters set forth in the Notice. If a Shareholder appoints a representative other than the persons designated in the form of proxy, the Company assumes no responsibility as to whether the representative so appointed will attend the Meeting on the day thereof or any adjournment or postponement thereof.

The accompanying form of proxy confers discretionary authority with respect to amendments or variations to the matters identified in the Notice and with respect to other matters that may properly come before the Meeting. At the date hereof, the management of the Company and the Directors know of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which at present are not known to the management of the Company and the Directors should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

2. Voting at the Meeting

A registered Shareholder or a Non-Registered Holder who has appointed themselves or a third party proxyholder to represent them at the Meeting, will appear on a list of Shareholders prepared by Computershare, the transfer agent and registrar for the Meeting. To have their Common Shares voted at the Meeting, each registered Shareholder or proxyholder will be required to enter their control number or Invitation Code provided by Computershare at https://meetnow.global/MAPPLDV prior to the start of the Meeting. In order to vote, Non-Registered Holders who appoint themselves as a proxyholder MUST register

with Computershare at http://www.computershare.com/KITS after submitting their voting instruction form in order to receive an Invitation Code (please see the information under the heading “Appointment of Proxies” below for details).

Appointment of a Third Party as Proxy

The following applies to Shareholders who wish to appoint someone as their proxyholder other than the management nominees named in the form of proxy or voting instruction form. This includes Non-Registered Holders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.

Shareholders who wish to appoint a third party proxyholder to represent them at the online meeting must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not being eligible to participate in the meeting. To register a proxyholder, Shareholders MUST visit http://www.computershare.com/KITS by no later than 9:00 a.m. (Pacific Daylight Time) on June 1, 2026 (or, if the Meeting is adjourned or postponed, 48 hours (Saturdays, Sundays and holidays excepted) prior to the holding of the Meeting) and provide Computershare with their proxyholder's contact information so that Computershare may provide the proxyholder with an Invitation Code via email.

A proxy can be submitted to Computershare either in person, or by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare by no later than 9:00 a.m. (Pacific Daylight Time) on June 1, 2026, or if the meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the commencement of such adjourned or postponed meeting. In addition, a proxy may be revoked by a Shareholder voting their Shares at the Meeting, provided that such Shareholder attends the meeting online (as described below in “Other Attendance Information”).

How do I Attend and Participate at the Meeting?

The Meeting will be hosted online by way of a live webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information Shareholders will need to attend the online meeting is provided below. The meeting will begin at 9:00 a.m. (Pacific Daylight Time) on June 3, 2026.

Registered Shareholders

Registered Shareholders that have a 15-digit control number, along with duly appointed proxyholders who were assigned an Invitation Code by Computershare (see details under the heading “Appointment of Proxies”), will be able to vote and submit questions during the meeting. To do so, please go to https://meetnow.global/MAPPLDV prior to the start of the meeting to login. Click on “Shareholder” and enter your 15-digit control number or click on “Invitation Code” and enter your Invitation Code. Non-Registered Holders who have not appointed themselves to vote at the meeting, may login as a guest, by clicking on “Guest” and complete the online form.

Non-Registered Holders

Non-Registered Holders who have not appointed themselves as proxyholders, or those who are not Shareholders, will be entitled to attend; however, they will not be entitled to vote or submit questions at the Meeting.

United States Beneficial Holders

To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register with

Computershare to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration with Computershare should be directed to:

Computershare Investor Services Inc.
100 University Avenue
8th Floor
Toronto, Ontario M5J 2Y1
OR
Email at [email protected]

Requests for registration must be labeled as "Legal Proxy" and be received no later than 9:00 a.m. (Pacific Daylight Time) on June 1, 2026. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Meeting and vote your shares at https://meetnow.global/MAPPLDV during the Meeting. Please note that you are required to register your appointment at www.computershare.com/KITS.

If you attend the Meeting online, it is important that you are connected to the Internet at all times during the Meeting in order to vote when balloting commences, if you wish to do so. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online.

How do I Ask Questions at the Meeting?

If registered Shareholders and duly appointed proxyholders (including Non-Registered Holders who have duly appointed themselves as proxyholder) who are attending the Meeting online wish to ask any questions, such registered Shareholders and duly appointed proxyholders, type their questions into the "chat" function on the virtual meeting platform and, once they have finished typing their message, hit enter to submit their questions. Questions sent through the virtual meeting platform will be moderated by counsel to the Company before being sent to the Chair of the Meeting.

Only questions which are procedural in nature or directly related to the motions before the Meeting will be addressed at the Meeting. Questions that relate to a specific motion must indicate which motion they relate to at the start of the question and must be submitted prior to voting on the motion so they can be addressed at the appropriate time during the Meeting. If questions do not indicate which motion they relate to or are received after voting on the motion, they will not be addressed during the Meeting. Proper questions or comments submitted online through the virtual meeting platform will be read or summarized by a representative of the Company, after which the Chair of the Meeting will respond or direct the question to the appropriate person to respond. If several questions relate to the same or similar topic, the Company may group the questions and state that it has received similar questions. The Chair of the Meeting reserves the right to edit or reject questions that they consider inappropriate. The Chair of the Meeting has broad authority to conduct the Meeting in a manner that is fair to all Shareholders and may exercise discretion in the order in which questions are asked and the amount of time devoted to any one question.

GENERAL INFORMATION

The information contained herein is provided as of the date hereof, unless indicated otherwise. No person has been authorized to give any information or make any representation in connection with matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by KITS or the management of KITS.

Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars. All references to “$” are to Canadian dollars.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The authorized share capital of the Company consists of (i) an unlimited number of Common Shares; and (ii) an unlimited number of preferred shares ("Preferred Shares"), issuable in series. Except as required by law or in accordance with any voting rights attaching to any series of Preferred Shares issued from time to time, the Preferred Shares will not be entitled to receive notice of, attend or vote at any meeting of the Shareholders.

As at April 20, 2026, there were 33,990,464 Common Shares issued and outstanding and no Preferred Shares issued and outstanding.

Pursuant to the Company's articles, a quorum for the transaction of business at the Meeting is two persons, present or represented by proxy, who hold, in the aggregate, at least 20% of the votes entitled to be cast at the Meeting.

To the knowledge of the Directors and the officers of the Company, no person other than the following Shareholders beneficially owns, directly or indirectly, or exercises control or direction over Common Shares carrying more than 10% of the voting rights attached to the Common Shares which may be voted at the Meeting or any adjournment or postponement thereof.

Name of Shareholder	Type of Share Ownership	Number of Common Shares	Percentage of Outstanding Common Shares
LD Group Holdings Ltd.(1)	Direct	10,498,089(2)	30.9%
Roger Hardy	Direct and Beneficial	8,763,109(3)	25.8%

Notes:

(1) LD Group Holdings Ltd. is a company whose shareholders include The Arshil Abdulla 2013 Family Trust (the "AA Trust"). Arshil Abdulla, a senior officer, director and founder of KITS and former shareholder of Kits.com Technologies Inc. ("KCTI"), is the trustee of the AA Trust.
(2) Includes 4,724,140 Common Shares beneficially owned by the AA Trust and excludes 338,286 Common Shares that Mr. Abdulla owns personally.
(3) Includes Common Shares held directly and indirectly through Hardy Family Foundation, 0999849 B.C. Ltd. and Bene Certo Holdings Ltd., companies that are controlled by Mr. Hardy, and his family members.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Financial Statements

The MD&A and Financials, together with the auditor's report thereon are available on SEDAR+ at www.sedarplus.ca and on the Company's website at https://ir.kits.com. The Company's MD&A and Financials will be placed before the Shareholders at the Meeting.

Appointment of Auditors

At the Meeting, Shareholders will be requested to re-appoint MNP LLP as auditors of the Company, to hold office until the next annual meeting of Shareholders, and to authorize the Directors to fix the auditors' remuneration. MNP LLP were appointed as the Company's auditors on July 10, 2020.

The following table sets forth the fees billed or accrued for various services provided by MNP LLP and its affiliates to the Company during the Company's last two fiscal years:

	Year ended December 31
(in thousands)	2025	2024
Audit fees(1)	$189	$180
Audit-related fees(2)	$75	$88
Tax fees(3)	-	-
All other fees(4)	-	-
Total fees	$264	$268

Notes:

(1) Fees for audit service on an accrued basis.
(2) Fees for assurance and related services not included in audit service above. This includes review of our interim financial statements and work related to a secondary offering of Common Shares.
(3) Fees for tax compliance, tax advice and tax planning.
(4) All other fees not included above.

The audit committee ("Audit Committee") of the Company's board of Directors (the "Board") reviews and approves all audit and non-audit services performed by our auditors in advance of services being performed. The Audit Committee is comprised of Nick Bozikis (Chair), Peter Lee and Anne Kavanagh.

Unless the Shareholder directs that their Common Shares are to be withheld from voting in connection with the appointment of auditors, the persons named in the accompanying form of proxy intend to vote for the re-appointment of MNP LLP as auditors of the Company until the next annual meeting of Shareholders and to authorize the Directors to fix their remuneration.

Election of Directors

The number of Directors to be elected at the Meeting is seven. Directors are elected annually and, unless re-elected, retire from office at the end of the next annual meeting of Shareholders. Five of the seven nominated Directors are "independent" as described in National Instrument 52-110 — Audit Committees ("NI 52-110"). Roger Hardy and Arshil Abdulla are not independent because they are executive officers of the Company. All seven nominated directors are qualified and experienced, and have agreed to serve on our Board.

The Chair of the Meeting will ensure that the number of Common Shares voted in favour or withheld from voting for each nominee is recorded and promptly made public after the Meeting. The election of Directors is subject to KITS's majority voting policy available on the Company's website at https://ir.kits.com, which requires any nominee in an uncontested election who receives a greater number of Common Shares withheld than Common Shares voted in favour of their appointment to submit their resignation promptly after the Meeting for the consideration of the Board's nominating and corporate governance committee (the "Nominating and Corporate Governance Committee") and the Board.

KITS has adopted an Advance Notice Policy which contains certain advance notice provisions with respect to the election of our Directors (the "Advance Notice Provisions"). The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all Shareholders receive adequate notice of Board nominations and sufficient information with respect to all nominees; and (iii) allow Shareholders to register an informed vote. Only persons who are nominated by Shareholders in accordance with the Advance Notice Provisions will be eligible for election as Directors at any annual general meeting of Shareholders, or at any special meeting of Shareholders if one of the purposes for which the special meeting was called was the election of Directors. Under the Advance Notice Provisions, a Shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within the prescribed time periods. These time periods include: (i) in the case of an annual general meeting of Shareholders (including annual and special meetings), not less than 30 days prior to the date of the annual general meeting of Shareholders; provided,

that if the first public announcement of the date of the annual general meeting of Shareholders (the "Notice Date") is less than 50 days before the meeting date, not later than the close of business on the 10th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual general meeting) of Shareholders called for any purpose which includes electing Directors, not later than the close of business on the 15th day following the Notice Date.

The tables on the following pages set forth certain information in respect of each Director to be elected or re-elected to the Board.

Unless otherwise indicated, the information hereunder as to Common Shares, options to purchase Common Shares ("Options") and restricted share rights ("RSRs") beneficially owned or controlled, directly or indirectly, has been furnished by each of the nominees, as of the date thereof.

Directors

Roger Hardy
British Columbia, Canada
Director since: October 19, 2018
Not Independent(1)
Age: 56

History

Roger Hardy is the CEO of KITS and has been the Chairman and a Director since October 19, 2018, and his term of office expires at the date of the Meeting, and as such, the Company is seeking his reappointment.

As an early entrant into ecommerce, Mr. Hardy was previously the CEO and Co-Founder of Coastal Contacts Inc. ("Coastal Contacts") which listed on the TSX and NASDAQ and was later acquired by Essilor in 2014. Since 2014, Mr. Hardy has been Chairman and CEO of Hardy Capital Partners, a private family investment firm. Under his leadership, KITS has grown rapidly in Canada with plans to expand these operations into the U.S., in addition to developing and launching our KITS brand of contact lenses and glasses. He is involved in every aspect of our business strategy and operations. In recognition of his unrelenting focus on delivering innovation and impactful outcomes, Mr. Hardy was awarded Ernst & Young Entrepreneur of The Year® for Business to Consumer in 2006 for Coastal Contacts and again in 2016. He was also awarded Business in Vancouver's Living Legend Award in 2021, and again in 2022 for his outstanding leadership and ability to consistently build high performance organizations. Most recently he was awarded the Power 50 designation for individuals making contributions to B.C. for both 2025 and 2026.

Mr. Hardy received a Bachelor of Arts from Bishop's University and formerly served on the board of directors of the Bishop's University Foundation.

Mr. Hardy is a shareholder, investor and was a board member of Eyewa FZ-LLC, an optical business located in Dubai. He is also a shareholder, investor, board member of LIVO Comércio de Produtos Ópticos LTDA, an optical company in San Paolo, Brazil. Both these optical companies serve their local markets and do not compete with the business of the Company.

Board and Committee Membership	2025 Meeting Attendance
Board	4 of 4
Securities Held
Common Shares	8,763,109(2)
Outstanding Options	350,000
RSRs	5,839
Other Public Company Board Membership
None

Notes:
(1) "Independent" refers to the standards of independence set forth within Section 1.4 of NI 52-110.
(2) Includes Common Shares held directly and indirectly through Hardy Family Foundation, 0999849 B.C. Ltd. and Bene Certo Holdings Ltd., companies that are controlled by Mr. Hardy, and his family members.

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Directors

Arshil Abdulla
Ontario, Canada
Director since: November 4, 2024
Not Independent(1)
Age: 54

History

Arshil Abdulla is the Chief Technology Officer of KITS and has been a Director since November 4, 2024, and his term of office expires at the date of the Meeting, and as such, the Company is seeking his reappointment.

Mr. Abdulla oversees all aspects of the organization's technology infrastructure, including development of proprietary e-commerce software, Rx verification and fulfillment automations, virtual try-on and online vision test applications, ERP systems, and cloud computing DevOps. Prior to joining KITS, Mr. Abdulla was CEO, CTO, and founder of LD Vision Group, a leading online retailer of contact lenses since 2002 built on a custom tech platform that was unparalleled in the eyecare industry in terms of automation and efficiency. Mr. Abdulla has implemented the critical technologies supporting KITS' growth and operations, most notably, the implementation of purchasing automation software, the launch of our KITS.com site, and the implementation of our glasses management and production system.

Board and Committee Membership	2025 Meeting Attendance
Board	4 of 4
Securities Held
Common Shares	5,062,426(2)
Outstanding Options	325,000
RSRs	5,122
Other Public Company Board Membership
None

Notes:

(1) "Independent" refers to the standards of independence set forth within Section 1.4 of NI 52-110.
(2) Includes 4,724,140 Common Shares held indirectly through LD Group Holdings Ltd.

Director

Nick Bozikis
British Columbia, Canada
Director since: October 16, 2019
Independent(1)
Age: 48

History

Nick Bozikis has been a Director since October 16, 2019, and his term of office expires at the date of the Meeting, and as such, the Company is seeking his reappointment.

Mr. Bozikis is our Lead Independent Director and Chair of the Audit Committee. Mr. Bozikis is an investor and advisor to companies in the healthcare, consumer products and food distribution sectors. He brings significant experience in executive leadership, financial management, capital markets and corporate governance, including extensive oversight of financial reporting, internal controls and audit matters. Mr. Bozikis most recently led the turnaround of a manufacturer of home furnishings and storage solutions supplying major e-commerce marketplaces across North America. Previously, he served as Chief Financial Officer of Article.com, a fast-growing Vancouver-based online retailer of home furnishings. Earlier in his career, Mr. Bozikis served as Chief Financial Officer of Coastal Contacts until its acquisition by Essilor in 2014 and subsequently held a senior executive role with Lush Handmade Cosmetics.

Mr. Bozikis is a Chartered Professional Accountant (CPA, CA) and earned his designation in 2002.

Board and Committee Membership	2025 Meeting Attendance
Board	4 of 4
Audit Committee (Chair)	4 of 4
Nominating and Corporate Governance Committee	1 of 1
Securities Held
Common Shares	122,653
Outstanding Options	-
RSRs	-
Other Public Company Board Membership
None

Note:
(1) "Independent" refers to the standards of independence set forth within Section 1.4 of NI 52-110.

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Director

Peter Lee
Washington, United States
Director since: December 10, 2020
Independent(1)
Age: 58

History

Peter Lee has been a Director since December 10, 2020, and his term of office expires at the date of the Meeting, and as such, the Company is seeking his reappointment.

Mr. Lee is Chair of the Nominating and Corporate Governance Committee. Mr. Lee has over 20 years of experience in enterprise software and eCommerce companies across small, growth-focused companies to large, global companies. Mr. Lee has served as Senior Director, Engineering & Data Center Operations, at Oracle Corporation, implementing its Global Single Instance Email and Financials (ERP). Mr. Lee was also Director of IT Operations at Netflix, Inc., helping to launch and support the Streaming service, and CEO of Lensway, one of Europe's largest online eyewear companies. Mr. Lee has served as Interim CIO and Program Manager at Paula's Choice, LLC, where he provided strategic direction and implemented the Salesforce commerce cloud eCommerce platform. Mr. Lee has acted as a technical advisor to Glamhive Inc., an online personal styling company, since late 2015, advising on business and product strategy and operational support, to Olive Technologies, Inc., a requirements decision platform, since August 2018. Mr. Lee was brought in to help lead product development, business strategy at my.music Ltd, and spearhead the launch of the.MUSIC top level domain in October 2024.

Mr. Lee holds a Bachelor of Science degree in Aeronautical and Astronautical Engineering from The Ohio State University.

Board and Committee Membership	2025 Meeting Attendance
Board	4 of 4
Audit Committee	4 of 4
Compensation Committee	4 of 4
Nominating and Corporate Governance Committee (Chair)	1 of 1
Securities Held
Common Shares	56,143
Outstanding Options	-
RSRs	-
Other Public Company Board Membership
None

Note:

(1) "Independent" refers to the standards of independence set forth within Section 1.4 of NI 52-110.

Director

History

Anne Kavanagh
New York, United States
Director since: December 10, 2020
Independent(1)
Age: 66

Anne Kavanagh has been a Director since December 10, 2020, and her term of office expires at the date of the Meeting, and as such, the Company is seeking her reappointment.

Ms. Kavanagh is Chair of the Compensation Committee. Ms. Kavanagh has been the Managing Member of Kavanagh Consulting LLC, a strategic advisory business, based in New York since 2014. Ms. Kavanagh has over 20 years of Wall Street experience as Head of Healthcare Investment Banking at Paine Webber, Head of Healthcare Investment Banking at Prudential, Co-Head of Healthcare Investment Banking at Salomon Brothers, President and CEO of NatWest Securities and Executive Vice President at Drexel Burnham Lambert. Ms. Kavanagh has extensive experience in the retail, consumer, and healthcare sectors. In addition, she was recently on the board of directors of the fast-growing optical brand, Prive Revaux, where she led its board's review of the company's sale to Safilo. Ms. Kavanagh joined the Board of Trustees, the governing body of New England College of Optometry, a leading optometry school in Boston, Massachusetts.

Ms. Kavanagh holds a Bachelor's degree from Boston College where she majored in Finance and Marketing.

Board and Committee Membership	2025 Meeting Attendance
Board	4 of 4
Audit Committee	4 of 4
Compensation Committee (Chair)	4 of 4
Securities Held
---	---
Common Shares	51,412
Outstanding Options	-
RSRs	-
Other Public Company Board Membership
---
None

Note:
(1) "Independent" refers to the standards of independence set forth within Section 1.4 of NI 52-110.

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Director

History

Andrew Reid
British Columbia, Canada
Director since: June 5, 2024
Independent(1)
Age: 49

Andrew Reid has been a Director since June 5, 2024, and his term of office expires at the date of the Meeting, and as such, the Company is seeking his reappointment.

Mr. Reid is the Founder and CEO of Rival Technologies, a leader in conversational research technology and mobile-first insight communities. He is also the Co-CEO of Rival Group, parent company of Rival Technologies, Reach3 Insights and Angus Reid Group. Andrew also founded Vision Critical (now Alida), a cloud-based customer intelligence platform that helped establish the insight community category. Over 14 years, the company grew organically to revenues exceeding $100 million. Under Andrew's leadership, Rival Group companies have been consistently ranked among the top innovative suppliers in GreenBook's GRIT report, the industry benchmark for innovation in market research. A long-time advocate for meaningful customer engagement and industry transformation, Andrew launched the Innovation Insiders Program in 2025 to help research teams apply AI through structured experimentation and practical implementation. He has a proven track record of building high-growth companies with strong, values-driven cultures. Andrew is the recipient of The Globe and Mail's Report on Business "40 Under 40" award and the BC "40 Under 40" award. He is a regular contributor to Entrepreneur magazine and mentors technology-focused entrepreneurs.

Board and Committee Membership	2025 Meeting Attendance
Board	4 of 4
Compensation Committee	4 of 4
Nominating and Corporate Governance Committee	1 of 1
Securities Held
Common Shares	3,325
Outstanding Options	-
RSRs	-
Other Public Company Board Membership
None

Note:
(1) "Independent" refers to the standards of independence set forth within Section 1.4 of NI 52-110.

Director

History

Sally Parrott
British Columbia, Canada
Director since: March 3, 2026
Independent(1)
Age: 52

Sally Parrott has been a Director since March 3, 2026, and her term of office expires at the date of the Meeting, and as such, the Company is seeking her reappointment.

Ms. Parrott is a senior executive with experience operating and scaling high-growth businesses across multiple sectors including consumer beauty, retail, hospitality and real estate. She is an Executive Vice President at Bosa Properties Inc., where she oversees revenue-driving functions including brand, marketing, sales, and insights. Sally also drives enterprise level scalability and transformation by overseeing technology, data, integration and corporate strategy and planning. Previously, Sally spent over a decade at Aritzia Inc., including as Senior Vice President of Marketing and Creative. There, she helped scale the business through significant expansion, from $50 Million to nearly $1 Billion, in Canada and the U.S. Earlier in her career, she held brand management roles at The Procter & Gamble Company, managing national P&Ls and leading new business development initiatives. Sally holds a bachelor of Commerce from the University of British Columbia and is an alumna of the Harvard Business School Advanced Management Program. She serves on the BCIT Foundation Board and advises The Forum, supporting women entrepreneurs and growth-stage leaders.

Board and Committee Membership	2025 Meeting Attendance
Board	N/A
Securities Held
Common Shares	-
Outstanding Options	-
RSRs	-
Other Public Company Board Membership
None

Note:
(1) "Independent" refers to the standards of independence set forth within Section 1.4 of NI 52-110.

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Cease Trade Orders, Bankruptcies, Penalties or Sanctions

None of the nominees are, as at the date of this Circular, or have been within ten years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was issued while the Director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was issued after the Director or executive officer 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.

Other than as described below, none of the nominees:

is, as at the date of this Circular, or has been within the ten years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, 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;
has, within the ten years before the date of this Circular, 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 director, executive officer or shareholder;
has been subject to 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
has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in making an investment decision.

Mr. Hardy was CEO and a director and Mr. Bozikis was CFO of Shoes.com Technologies Inc., an online and in-store footwear retailer. Subsequent to their departures, a creditor commenced bankruptcy proceedings against Shoes.com Technologies Inc., its subsidiary and affiliates in the United States and Canada in February 2017. A receiver was appointed, and the assets of the company were sold with the resulting proceeds being distributed to the creditors. The Court subsequently ordered the discharge of the receiver in November 2018.

17 -

Director Profile Summary

Should all seven nominees profiled above be elected, the gender and age of the Board for 2026 will be the following:

Approval of Unallocated Options Under the Stock Option Plan

The rules of the Toronto Stock Exchange (the "TSX") require that, every three years after institution, all unallocated options, rights or other entitlements under a security based compensation arrangement that does not have a fixed maximum number of securities issuable, such as an evergreen plan, must be approved by Shareholders. The Stock Option Plan (as defined below) is considered an "evergreen plan", since (i) the Common Shares covered by awards granted under the Stock Option Plan which have been exercised or cancelled will be available for subsequent grants under the Stock Option Plan, and (ii) the number of Common Shares that may be issued pursuant to awards under the Stock Option Plan will increase as the number of issued and outstanding Common Shares increases.

The Stock Option Plan was adopted on November 5, 2020 and the unallocated Options thereunder were subsequently approved by Shareholders at the annual and special meeting of Shareholders held on June 8, 2023. As at December 31, 2025, 32,270,670 Common Shares were issued and outstanding and, as such, a maximum of 3,227,967 Common Shares were issuable pursuant to Options and awards granted under the Stock Option Plan and the Restricted Share Plan (as defined below), respectively. As at December 31, 2025, Options to acquire 2,073,042 Common Shares issued under the Stock Option Plan (6.4% of the number of Common Shares outstanding) were outstanding. As at December 31, 2025, an aggregate of 1,148,474 Common Shares (3.6% of the number of Common Shares outstanding) remained available for grant, in aggregate, under the Stock Option Plan and the Restricted Share Plan. See "Compensation of Executive Officers – Stock Option Plan" herein for a more detailed description of the Stock Option Plan.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, pass the ordinary resolution attached hereto as Annex I to this Circular to ratify and approve all unallocated Options under the Stock Option Plan (the "Stock Option Plan Resolution"). The Board has determined that the Stock Option Plan Resolution is in the best interests of the Company and unanimously recommends that Shareholders vote "FOR" the Stock Option Plan Resolution. To pass, the Stock Option Plan Resolution must be approved by a majority of votes cast by Shareholders or represented by proxy at the Meeting.

If approval of the unallocated Options is obtained at the Meeting, the Company will not be required to seek further approval of the unallocated Options under the Stock Option Plan until the Company's annual and special meeting of Shareholders in 2029 (provided that such meeting is held on or prior to June 3, 2029). Whether or not the Stock Option Plan Resolution is approved, all awards currently outstanding under the Stock Option Plan will remain in effect in accordance with their terms. If the Stock Option Plan Resolution is not approved, any currently unallocated Options under the Stock Option Plan will no longer be available for grant. In addition, any outstanding Options which subsequently are cancelled, expire or terminate will not be available for re-granting under the Stock Option Plan.

Approval of Unallocated Rights Under the Restricted Share Plan

The rules of the TSX require that, every three years after institution, all unallocated options, rights or other entitlements under a security based compensation arrangement that does not have a fixed

18 -

maximum number of securities issuable, such as an evergreen plan, must be approved by Shareholders. The Restricted Share Plan is considered an "evergreen plan", since (i) the Common Shares covered by awards granted under the Restricted Share Plan which have been exercised or cancelled will be available for subsequent grants under the Restricted Share Plan, and (ii) the number of Common Shares that may be issued pursuant to awards under the Restricted Share Plan will increase as the number of issued and outstanding Common Shares increases.

The Restricted Share Plan was adopted on November 5, 2020 and the unallocated rights thereunder were subsequently approved by Shareholders at the annual and special meeting of Shareholders held on June 8, 2023. As at December 31, 2025, 32,270,670 Common Shares were issued and outstanding and, as such, a maximum of 3,227,967 Common Shares were issuable pursuant to Options and awards granted under the Stock Option Plan and the Restricted Share Plan, respectively. As at December 31, 2025, RSRs to receive 5,551 Common Shares issued under the Restricted Share Plan (0.02% of the number of Common Shares outstanding) were outstanding. As at December 31, 2025, an aggregate of 1,148,474 Common Shares (3.56% of the number of Common Shares outstanding) remained available for grant, in aggregate, under the Stock Option Plan and the Restricted Share Plan. See "Compensation of Executive Officers – Restricted Share Plan" herein for a more detailed description of the Restricted Share Plan.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, pass the ordinary resolution attached hereto as Annex II to this Circular to ratify and approve all unallocated rights under the Restricted Share Plan (the "Restricted Share Plan Resolution"). The Board has determined that the Restricted Share Plan Resolution is in the best interests of the Company and unanimously recommends that Shareholders vote "FOR" the Restricted Share Plan Resolution. To pass, the Restricted Share Plan Resolution must be approved by a majority of votes cast by Shareholders or represented by proxy at the Meeting.

If approval of the unallocated rights is obtained at the Meeting, the Company will not be required to seek further approval of the unallocated rights under the Restricted Share Plan until the Company's annual and special meeting of Shareholders in 2029 (provided that such meeting is held on or prior to June 3, 2029). Whether or not the Restricted Share Plan Resolution is approved, all awards currently outstanding under the Restricted Share Plan will remain in effect in accordance with their terms. If the Restricted Share Plan Resolution is not approved, any currently unallocated rights under the Restricted Share Plan will no longer be available for grant. In addition, any awards which subsequently are cancelled, expire or terminate will not be available for re-granting under the Restricted Share Plan.

Other Matters Which May Come Before the Meeting

Management of the Company and the Directors know of no matters to come before the Meeting other than the matters referred to in the Notice. However, if any other matters which are not now known to management should properly come before the Meeting, the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

COMPENSATION OF EXECUTIVE OFFICERS

Introduction

The following discussion describes the significant elements of our current executive compensation program with particular emphasis on the process for determining compensation payable to our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Technology Officer, and President (collectively, the "NEOs").

Our 2025 NEOs were:

Roger Hardy, Chairman, Chief Executive Officer and Director;
Arshil Abdulla, Chief Technology Officer and Director;
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Tai Silvey, President (former Chief Business Development Officer);
Zhe Choo, Chief Financial Officer; and
Joseph Thompson, Chief Operating Officer

Objectives of the Company's Current Executive Compensation Program

Our current executive compensation program has been designed to attract, retain, and motivate a highly talented team of executive officers. The program seeks to align executive compensation with our annual and long-term business and financial objectives. Our executive compensation program is designed to achieve the following objectives:

provide market-competitive compensation opportunities in order to attract and retain talented, high-performing and experienced executive officers, whose knowledge, skills and performance are critical to our success;
motivate our executive officers to achieve our business and financial objectives;
align the interests of our executive officers with those of our shareholders by tying a meaningful portion of compensation directly to the long-term value and growth of our business; and
provide incentives that encourage appropriate levels of risk-taking by our executive officers and provide a strong pay-for-performance relationship.

Determination of Compensation

The compensation committee of the Board (the "Compensation Committee") is responsible for assisting our Board with overseeing our human resources, succession planning, and compensation policies, processes and practices. Our Compensation Committee is also responsible for ensuring that our compensation policies and practices provide an appropriate balance of risk and reward consistent with our risk profile.

Following closing of our initial public offering (the "IPO"), the Board adopted a written charter for the Compensation Committee setting out its responsibilities for administering our compensation programs and reviewing and making recommendations to our Board concerning the level and nature of the compensation payable to our Directors and officers. A copy of the charter is available on the Company's website at https://ir.kits.com. The Compensation Committee oversight includes reviewing objectives, evaluating performance, considering risks and implications of those risks in current compensation policies and practices, and ensuring that total compensation paid to our executive officers, personnel who report directly to our CEO and various other key executive officers and managers is fair, reasonable and consistent with the objectives of our philosophy and compensation program. The Compensation Committee's decisions are made in line with its responsibilities and charter.

The current members of the Compensation Committee are Anne Kavanagh, Peter Lee and Andrew Reid, all of whom are independent Directors. A summary of the relevant experience of Ms. Kavanagh, Mr. Lee and Mr. Reid can be found under "Particulars of Matters to be Acted Upon at the Meeting – Election of Directors" described above.

Executive Compensation

On December 17, 2024, the Company engaged Lane Caputo Compensation Inc. ("Lane Caputo") to assist the Board and the Compensation Committee in determining compensation for the Company's Directors and executive officers. The compensation consultant was engaged to (i) review compensation levels for executive and non-executive board members and (ii) update the competitive benchmarking analysis of the Company's Director and executive compensation arrangements. Lane Caputo provided

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independent advice to the Compensation Committee on, among other things, compensation benchmarking, trends in executive compensation and governance, incentive award design and peer group development.

Executive Compensation Related Fees

The aggregate fees billed to the Company for consultation by Lane Caputo over the past two years are set out below.

	2025	2024
Executive Compensation Related Fees	Nil	10,000(1)
All other fees	Nil	Nil

Note:

(1) Represents a retainer paid to Lane Caputo upon their engagement by the Company.

Compensation Risk

In reviewing our compensation policies and practices, the Compensation Committee seeks to ensure that (i) the executive compensation program provides an appropriate balance of risk and reward consistent with the risk profile of our Company, and (ii) compensation practices do not encourage excessive risk taking behaviour by the executive team. The Restricted Share Plan, the Stock Option Plan and the Performance Incentive Plan (each as defined below) have been designed to focus on our long-term performance which should discourage executives from taking excessive risks in order to achieve short-term, unsustainable performance.

Anti-Hedging Policies

We do not currently impose restrictions on our NEOs or our Directors with respect to the purchase of financial instruments, including, for greater certainty, pre-paid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by an NEO or Director.

Base Salary

Base salary is provided as a fixed source of compensation for our executive officers. Adjustments to base salaries are determined annually and may be increased based on the executive officer's success in meeting or exceeding individual objectives, as well as to maintain market competitiveness. Additionally, base salaries can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope of breadth of an executive officer's role or responsibilities.

Annual Bonuses

Annual bonuses are designed to motivate our executive officers to meet our business and financial objectives and our annual financial performance targets. Annual bonuses are earned and measured with reference to revenue growth and profitability. Individual bonus payouts increase or decrease depending on how much revenue and profit for the fiscal year deviates from our targets, taking into account any further adjustments that may be made from time to time for other irregular items, as determined and approved by our Compensation Committee. Annual bonus targets are set as a percentage of the respective executive officers' base salary, which varies based on their position level, if maximum financial performance targets are achieved. We have a similar annual bonus plan for key senior managers where the target as a percentage of base salary ranges from 10% to 35% of base salary. We currently make bonus payments in cash and/or Options and anticipate continuing to do so.

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Performance Incentive Plan

On January 1, 2023, the Board adopted a long-term performance incentive plan (the “Performance Incentive Plan”) to reward its officers, Directors and selected key employees for their respective contributions to the long-term performance of the Company.

Each performance period under the Performance Incentive Plan lasts three years in duration, beginning on the first day of the Company's fiscal year and ending on the last day of the third fiscal year (each a “Performance Period”). The current Performance Period began on the first day of the Company's fiscal year 2025 and will end on the last day of fiscal year 2027. The Board may adjust the Performance Periods as it determines is reasonably necessary.

The Performance Incentive Plan has two performance measures: total shareholder return and realized exit value.

Total shareholder return (“TSR”) means the average closing price per Common Share for the 60 trading days preceding the beginning of the applicable Performance Period, adjusted for stock splits, divided by the average closing price per Common Share for the 60 trading day period ending on the last day of the corresponding Performance Period.
Realized exit value (“REV”) means the total cash, stock and/or other consideration, including any non-cash consideration valued as determined by the value ascribed to such consideration by the parties to such transaction received by a holder of Common Shares in connection with a change of control, calculated on a per share basis.

Subject to certain exceptions, to receive an award under the Performance Incentive Plan, participants must be actively employed by the Company throughout the entire Performance Period and through the date on which the Company pays awards for that Performance Period.

The Company will pay TSR-related awards no later than 60 days following the end of the applicable Performance Period. The Company will pay REV-related awards no later than 30 days following the change of control. All compensation (and potential compensation) under the Performance Incentive Plan is in the form of cash, and not in the form of shares, options, rights or other entitlement.

The Performance Incentive Plan does not require Shareholder approval under the TSX Company Manual as it does not involve the issuance from treasury or potential issuance from treasury of securities of the Company and is therefore not a security based compensation arrangement.

Stock Option Plan

In connection with our IPO, we adopted a new stock option plan (the “Stock Option Plan”).

Our Board, in its sole discretion, may from time to time designate the Directors, executive officers, employees or consultants to whom Options shall be granted under the Stock Option Plan. In doing so, the Board may take into account previous grants of Options to the such individuals.

As at April 20, 2026, there were 1,084,951 Options issued and outstanding under the Stock Option Plan, representing approximately 3.2% of the issued and outstanding Common Shares.

Shares Subject to the Stock Option Plan

The maximum number of Common Shares reserved for issuance, in the aggregate, under our Stock Option Plan and all other security-based compensation arrangements is 10% of the aggregate number of Common Shares issued and outstanding from time to time, and the number of Common Shares reserved for issuance pursuant to Options granted to any one individual, within a one year period, shall not exceed 5% of the aggregate number of Common Shares issued and outstanding.

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All of the Common Shares covered by exercised, cancelled or terminated Options granted under the Stock Option Plan automatically become available Common Shares for the purposes of Options that may be subsequently granted under the Stock Option Plan. As a result, the Stock Option Plan is considered an "evergreen" plan.

All Options granted under the Stock Option Plan have an exercise price determined and approved by our Board at the time of grant, which may not be less than the market price of the Common Shares at such time. For purposes of the Stock Option Plan, the market price of the Common Shares is the closing price for the Common Shares on the TSX on the last trading day before the day on which the Option is granted.

An Option is exercisable during a period established by our Board which commences on the date of the grant and terminates no later than ten years after the date of the granting of the option. The Stock Option Plan provides that the exercise period is automatically extended if the date on which it is scheduled to terminate falls during a blackout period. In such cases, the extended exercise period terminates ten business days after the last day of the blackout period.

The maximum number of Common Shares which may be issuable to Insiders (as defined in the policies of the TSX) at any time, under all security based compensation arrangements of the Company pursuant to which Common Shares may be issued including, without limitation, this Plan, shall not exceed 10% of the issued and outstanding Common Shares at the time of issuance (on a non-diluted basis). The maximum number of Common Shares which may be issuable to Insiders (as defined in the policies of the TSX) under the Stock Option Plan together with all of the Company's other previously established or proposed security based compensation arrangements pursuant to which Common Shares may be issued within a twelve-month period shall not exceed 10% of the issued and outstanding Common Shares at the time of issuance (on a non-diluted basis).

Subject to any vesting restrictions imposed by the TSX, the Board may, in its sole discretion, determine the time during which Options shall vest and the method of vesting, or that no vesting restriction shall exist.

The maximum number of Common Shares which may be: (a) issuable to insiders (as defined in the TSX Company Manual), at anytime, under the Stock Option Plan, together with all of the Company's other security based compensation arrangements pursuant to which Common Shares may be issued, shall not exceed 10% of the issued and outstanding Common Shares at the time of issuance (on a non-diluted basis); and (b) issued to insiders (as defined in the TSX Company Manual) under the Stock Option Plan, together with all of the Company's other security based compensation arrangements pursuant to which Common Shares may be issued, within a 12-month period shall not exceed 10% of the issued and outstanding Common Shares at the time of issuance (on a non-diluted basis).

In order to facilitate the payment of the exercise price of the Options, the Stock Option Plan has a cashless exercise feature pursuant to which a participant may elect to undertake either a broker assisted "cashless exercise" or a "net exercise" subject to the procedures set out in the Stock Option Plan, including the consent of the Board, where required.

The Stock Option Plan also provides that appropriate adjustments, if any, will be made by our Board in connection with a stock dividend or split, recapitalization, reorganization or other change of shares, consolidation, distribution, merger or amalgamation or similar corporate transaction, in order to maintain the optionees' economic rights in respect of their Options in connection with such change in capitalization, including adjustments to the exercise price and/or the number of Common Shares to which an optionee is entitled upon exercise of Options, or permitting the immediate exercise of any outstanding Options that are not otherwise exercisable.

A participant's grant agreement or any other written agreement between a participant and us may provide that unvested Options be subject to acceleration of vesting and exercisability in certain circumstances, including in the event of certain change of control transactions. If a participant ceases to be a Director, officer, employee or consultant of the Company for cause, no option held by such participant

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shall be exercisable following the date on which such participant ceases to be such a Director, officer, employee or consultant. If a participant ceases to be a Director, officer, employee or consultant of the Company for any reason other than for cause or by virtue of death, any option held by such participant at such time shall remain exercisable in full at anytime, and in part from time to time, for a period of 90 days after the date on which the participant ceases to be such a Director, officer, employee or consultant. Our Board also may, at its discretion, acting in good faith, accelerate the vesting of any outstanding Options notwithstanding the previously established vesting schedule, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration or, subject to applicable regulatory provisions and Shareholder approval, extend the expiration date of any option, provided that the period during which an option is exercisable does not exceed ten years from the date such option is granted.

All benefits, rights and Options accruing to any optionee in accordance with the terms and conditions of the Stock Option Plan are non-assignable and non-transferable.

Death or Illness

In the event that an optionee becomes temporarily or permanently, mentally or physically, ill, injured or otherwise disabled during such optionee's term of employment with the Company or its subsidiaries to such an extent that such optionee is not able to attend at work on behalf of the Company or its subsidiaries, and is in receipt of benefits from any long term disability plan sponsored by the Company, such optionee may exercise all the Options granted to him or her in accordance with the Stock Option Plan until such time as such optionee is formally terminated from employment or has retired or resigned from employment with the Company or its subsidiaries, at which time the provisions of the Stock Option Plan governing when a participant ceases to be a Director, officer, employee or consultant shall apply.

In the event of the death of any optionee, the legal representatives of the deceased optionee shall have the right for a period of one year from the date of death of such optionee, or until the expiry date of the Option rights of such optionee, whichever is earlier, to exercise the deceased optionee's Options under the Stock Option Plan to the extent that they were exercisable on the date of death. Upon the expiration of such period all unexercised Option rights of the deceased optionee shall immediately terminate and shall lapse notwithstanding the original term of the Options granted to the deceased optionee under the Stock Option Plan.

Amendments

The Board may suspend or terminate the Stock Option Plan at any time, or from time to time amend or revise the terms of Stock Option Plan or of any granted Option, provided that no such suspension, termination, amendment or revision may be made: (i) except in compliance with applicable law and with the prior approval, if required, of the shareholder, the TSX or any other regulatory body having authority over the Company; and (ii) in the case of an amendment or revision, if it would materially adversely affect the rights of any participant, without the consent of the participant, provided however, subject to any applicable rules of the TSX, the Board may from time to time, in its absolute discretion and without the approval of shareholders, make the following amendments to the Stock Option Plan or any outstanding option:

any amendment to the vesting and assignability provisions;
any amendment regarding the effect of termination of a participant's employment or engagement;
any amendment which accelerates the date on which any option may be exercised under the Stock Option Plan;
any amendment to the definition of an eligible person under the Stock Option Plan;
any amendment to add provisions permitting for the granting of cash-settled awards, a form of financial assistance or clawback provision and any amendment to a cash-settled award, financial assistance or clawback provision which is adopted;
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any amendment necessary to comply with applicable law or the requirements of the TSX or any other regulatory body;
any amendment of a "housekeeping" nature, including, without limitation, to clarify the meaning of an existing provision of Stock Option Plan, correct or supplement any provision of the Stock Option Plan that is inconsistent with any other provision of the Stock Option Plan, correct any grammatical or typographical errors or amend the definitions in the Stock Option Plan;
any amendment regarding the administration of the Stock Option Plan;
any amendment to add an insider participation limit to the Stock Option Plan; and
any other amendment that does not require the approval of the holders of Common Shares pursuant to the amendment provisions of the Stock Option Plan.

For greater certainty, our Board is required to obtain shareholder approval to make the following amendments:

any increase in the maximum number of Common Shares that may be issuable pursuant to Options granted under the Stock Option Plan, other than for appropriate and proportionate adjustments due to re-organization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation;
any extension of the expiry date of an option, except in case of an extension due to a blackout period;
any reduction in the exercise price of an option benefitting an insider;
any amendment to remove or exceed the Insider participation limit; and
any amendment to the amendment provisions of the Stock Option Plan.

Restricted Share Plan

Our restricted share plan (the "Restricted Share Plan") provides us with the ability to provide long-term incentives to our Board and executive officers by way of the award of RSRs. Under the Restricted Share Plan, RSRs may be granted to employees, officers, Directors, management company employees and consultants of the Company as a discretionary payment in consideration of current performance and expected future performance. The purpose of the Restricted Share Plan is to advance the interests of the Company through the motivation, attraction and retention of key persons and to secure for the Company and the shareholders the benefits inherent with the retention of such persons. Each RSR entitles the holder to receive one fully paid Common Share without payment of additional consideration upon vesting of the RSR.

The maximum number of Common Shares which may be: (a) issuable to insiders (as defined in the TSX Company Manual), at any time, under the Restricted Share Plan, together with all of the Company's other security based compensation arrangements pursuant to which Common Shares may be issued, shall not exceed 10% of the issued and outstanding Common Shares at the time of issuance (on a non-diluted basis); and (b) issued to insiders (as defined in the TSX Company Manual) under the Restricted Share Plan, together with all of the Company's other security based compensation arrangements pursuant to which Common Shares may be issued, within a 12-month period shall not exceed 10% of the issued and outstanding Common Shares at the time of issuance (on a non-diluted basis).

The Board determines, upon the recommendations of the Compensation Committee, the key employees, officers, Directors, management company employees and consultants to whom RSR grants are made and the terms and conditions of the RSRs granted. Individual grants are determined by an assessment of an individual's current and expected future performance, previous RSR grants, level of

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responsibilities and the importance of the position to the Company. Consideration is also given to the individual's past impact on or contribution to, and/or the individual's ability in the future to have an impact on or contribute to the long-term performance of the Company.

Shares Subject to the Restricted Share Plan

Pursuant to the terms of the Restricted Share Plan, the aggregate maximum number of Common Shares reserved for issuance under the Restricted Share Plan and all other security-based compensation arrangements shall be 10% of the aggregate number of Common Shares issued and outstanding from time to time, and the number of Common Shares reserved for issuance pursuant to RSRs granted to any one individual, within a one year period, shall not exceed 5% of the aggregate number of Common Shares outstanding from time to time on a fully diluted basis.

Any Common Shares subject to RSRs which have been awarded under the Restricted Share Plan and which have subsequently vested, or been cancelled or terminated in accordance with the terms of the Restricted Share Plan without the applicable restricted period(s) having expired will again be available for issuance under the Restricted Share Plan.

Each RSR entitles the holder to receive one fully paid Common Share without payment of additional consideration on the later of: (i) the end of a restricted period of time wherein a RSR cannot be exercised as determined by the Board (the "Restricted Period"); and (ii) a date determined by an eligible participant or Compensation Committee that is after the Restricted Period and before a participant's retirement date or termination date (a "Deferred Payment Date"). A participant's entitlement to receive the Common Shares may not, however, be deferred by a participant to a date which is later than December 31st of the third calendar year following the date of grant of the RSRs to the participant, or such later date as may be expressly permitted by the Company and applicable income tax laws.

Except as otherwise may be expressly provided for under the Restricted Share Plan, or pursuant to a will or by the laws of descent and distribution, no RSR and no other right or interest of a participant is assignable or transferable.

Payment of Dividends

Subject to the absolute discretion of the Board, the Board may determine to pay participants cash equal to any cash dividends declared on Common Shares that would be payable on Restricted Shares (as defined in the Restricted Share Plan) issuable in accordance with the Restricted Share rights for which the Restricted Period has not expired in the manner and at the time such dividends are ordinarily paid to holders of Common Shares. The Company shall pay participants cash equal to any cash dividends declared and paid on Common Shares that would be payable on Restricted Shares after the applicable Restricted Period, if the Deferred Payment Date has not occurred, in the manner and at the time such dividends are ordinarily paid to holders of Common Shares.

Amendments

Under the Restricted Share Plan, the Board may from time to time amend or revise the terms of the Restricted Share Plan or may discontinue the Restricted Share Plan at any time. Subject to receipt of requisite shareholder and regulatory approval, the Board may make amendments to the Restricted Share Plan to: (a) materially increase the benefits under the Restricted Share Plan; (b) increase the maximum number of Common Shares issuable under the Restricted Share Plan; and (c) materially modify the requirements as to eligibility for participation in the Restricted Share Plan. All other amendments to the Restricted Share Plan may be made by the Board without obtaining shareholder approval, such as an amendment to the Restricted Period of a RSR or an amendment to the termination provisions of an RSR.

Termination of Service

In the event of a participant's retirement or termination during a Restricted Period, any RSR held by the participant will automatically immediately terminate, unless otherwise determined by the Board. In

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the event of the retirement or termination of a participant after a Restricted Period and, if applicable, prior to any Deferred Payment Date, the Company will forthwith issue the Restricted Shares in accordance with the RSRs held by the participant and any dividends declared but unpaid to the participant. In the event of death or total disability of a participant, the Company will forthwith issue the Restricted Shares in accordance with the RSRs held by the participant.

Change of Control

In the event of a Change of Control (as defined in the Restricted Share Plan), all RSRs held by a participant will be immediately deemed vested notwithstanding any Restricted Period(s) and any applicable Deferred Payment Date(s).

Burn Rate of Stock Option Plan and Restricted Share Plan

The tables below sets out the burn rate of the Stock Option Plan and Restricted Share Plan for the three most recently completed fiscal years. The "burn rate" is defined as the number of Options/RSRs granted in a fiscal year divided by the weighted average number of Shares outstanding in that year.

Financial Year End	Options Granted	Weighted Average Securities Outstanding(1)	Burn Rate (%)
December 31, 2023	-	31,393,868	-
December 31, 2024	-	31,515,493	-
December 31, 2025	25,000	32,052,058	0.1%
Financial Year End	RSRs Granted	Weighted Average Securities Outstanding(1)	Burn Rate (%)
---	---	---	---
December 31, 2023	49,662	31,393,868	0.2%
December 31, 2024	126,455	31,515,493	0.4%
December 31, 2025	107,899	32,052,058	0.3%

Note:

(1) The weighted average number of Shares outstanding is the number of Shares outstanding at the beginning of the period, adjusted by the number of Shares bought back or issued during the period multiplied by a time-weighting factor. The time-weighting factor is the number of days that the Shares are outstanding as a proportion of the total number of days in the period.

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Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

The following is a summary of the securities authorized for issuance under the equity compensation plans of the Company as at December 31, 2025:

Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a)(1)	Weighted average exercise price of outstanding options, warrants and rights (b)(2)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by Shareholders	2,078,593(1)	$2.99	1,148,474(3)
Equity compensation plans not approved by Shareholders	-	-	-
Total	2,078,593	$2.99	1,148,474

Notes:

(1) 5,551 RSRs under the Restricted Share Plan and 2,073,042 Options under the Stock Option Plan were outstanding as at December 31, 2025.
(2) Exercise price of Options issued under the Stock Option Plan.
(3) This number reflects the aggregate number of securities remaining available for future issuance under the Restricted Share Plan and the Stock Option Plan.

For details of key features of the Restricted Share Plan and the Stock Option Plan, see the sections “Stock Option Plan” and “Restricted Share Plan” above.

Incentive Plan Awards

Outstanding Option-Based Awards and Share-Based Awards

The following table sets forth the outstanding option-based awards and share-based awards for the NEOs as at December 31, 2025:

Name and Principal Position	Option-based Awards			Share-based Awards
	Number of Common Shares underlying unexercised Options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money Options(1) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share based awards that have not vested ($)(2)	Market or payout value of vested Share based awards not paid out or distributed ($)(3)
Roger Hardy Chairman, Chief Executive Officer and Director	345,000	2.61	Sept. 30, 2026	5,423,400	Nil	Nil	Nil
	100,000	2.60	Mar. 29, 2029	1,573,000
Arshil Abdulla Chief Technology Officer and Director	345,000	2.61	Sept. 30, 2026	5,423,400	Nil	Nil	Nil
	75,000	2.60	Mar.29, 2029	1,179,750
Tai Silvey President (former Chief Business Development Officer)(4)	30,000	2.60	Mar. 29, 2029	471,900	Nil	Nil	Nil
	25,000	16.38	July 9, 2032	48,750
Zhe Choo Chief Financial Officer	23,000	6.52	July 29, 2027	271,630	Nil	Nil	Nil
	10,000	7.77	May 11, 2028	105,600
	25,000	2.60	Mar. 29, 2029	393,250
Joseph Thompson Chief Operating Officer	920,000	2.61	Sept. 30, 2026	14,462,400	Nil	Nil	Nil
	75,000	2.60	Mar. 29, 2029	1,179,750

Notes:

(1) Calculated based on the difference between the closing price of the Common Shares listed on the TSX (the "Market Value") on December 31, 2025 and the exercise or base price of the option multiplied by the number of unexercised in-the-money Options.

(2) For the purposes of the table above, the value of the share-based awards that have not vested is equal to the number of unvested share-based awards multiplied by the Market Value on December 31, 2025.

(3) For the purposes of the table above, the value of vested share-based awards that have vested but not been paid-out or distributed is equal to the number of vested share-based awards not paid-out or distributed multiplied by the Market Value on December 31, 2025.

(4) Mr. Silvey was appointed as President effective March 9, 2026.

Value Vested or Earned during the Year

The following is a summary of the value of the incentive plan awards of the NEOs that vested during fiscal 2025:

Name and Principal Position	Option based awards – Value vested during the year^{(1)} ($)	Share based awards – Value vested during the year^{(2)} ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Roger Hardy
Chairman, Chief Executive Officer and Director	308,664	206,395	101,888
Arshil Abdulla
Chief Technology Officer and Director	231,500	158,428	89,375
Tai Silvey^{(3)}
President (former Chief Business Development Officer)	154,327	152,088	85,388
Zhe Choo
Chief Financial Officer	77,164	129,900	50,000
Joseph Thompson
Chief Operating Officer	231,500	158,428	65,000

Notes:

(1) Calculated based on the aggregate of the difference between the Market Value on the trading day immediately prior to each date of vesting and the exercise or base price of the Option multiplied by the number of Options that vested on such date.

(2) Calculated based on the aggregate of the Market Value on the trading day immediately prior to each date of vesting during the year multiplied by the number of share based awards that vested on such date.

(3) Mr. Silvey was appointed as President effective March 9, 2026.

Employment Agreements

We have written employment agreements with each of our NEOs and each executive is entitled to receive compensation established by us as well as other benefits in accordance with plans available to the most senior employees.

On March 27, 2019, we entered into an employment agreement with Roger Hardy setting forth the terms and conditions of his employment, which commenced on April 1, 2019. The employment agreement provides for his base salary and his entitlement to participate in future bonus plans as may be established at the discretion of the Board as well as eligibility for our benefit plans, and includes, among other things, certain restrictive covenants for a period of 18 months following termination. In the case of termination of employment other than for cause, Mr. Hardy will be entitled to continued base salary for 18 months following the date of termination and participation in the benefit plans until the expiry of certain periods depending on the circumstances. On March 5, 2024, the Board approved an incremental increase of Mr. Hardy's annual base salary from $285,000 to $313,500, effective March 1, 2024.

On April 8, 2024, we entered into an employment agreement with Zhe Choo setting forth the terms and conditions of her employment as Chief Financial Officer. Prior to April 8, 2024, Zhe served as our Vice President of Finance. The employment agreement provides for her base salary, which has been set at $230,000 per annum by the Board, and her entitlement to participate in future bonus plans as may be established at the discretion of the Board as well as eligibility for our benefit plans, and includes, among other things, certain restrictive covenants for a period of 18 months following termination. In the case of termination of employment other than for cause, Ms. Choo will be entitled to continued remuneration for 18 months following the date of termination and participation in the benefit plans until the expiry of certain periods depending on the circumstances.

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On April 5, 2019, we entered into an employment agreement with Arshil Abdulla setting forth the terms and conditions of his employment, which commenced on April 1, 2019. The employment agreement provides for his base salary and his entitlement to participate in future bonus plans as may be established at the discretion of the Board as well as eligibility for our benefit plans, and includes, among other things, certain restrictive covenants for a period of 18 months following termination. In the case of termination of employment other than for cause, Mr. Abdulla will be entitled to continued base salary for 18 months following the date of termination and participation in the benefit plans until the expiry of certain periods depending on the circumstances. On March 5, 2024, the Board approved an incremental increase of Mr. Abdulla's annual base salary from $250,000 to $275,000, effective March 1, 2024.

On April 5, 2019, we entered into an employment agreement with Joseph Thompson setting forth the terms and conditions of his employment, which commenced on April 1, 2019. The employment agreement provides for his base salary and his entitlement to participate in future bonus plans as may be established at the discretion of the Board as well as eligibility for our benefit plans, and includes, among other things, certain restrictive covenants for a period of 18 months following termination. In the case of termination of employment other than for cause, Mr. Thompson will be entitled to continued base salary for 18 months following the date of termination and participation in the benefit plans until the expiry of certain periods depending on the circumstances. On March 5, 2024, the Board approved an incremental increase of Mr. Thompson's annual base salary from $250,000 to $275,000, effective March 1, 2024.

On January 10, 2022, KCTI entered into an employment agreement with Tai Silvey setting forth the terms and conditions of his employment, which commenced on January 10, 2022. The employment agreement provides for his base salary and his entitlement to participate in future bonus plans as may be established at the discretion of the Board as well as eligibility for our benefit plans, and includes, among other things, certain restrictive covenants for a period of 18 months following termination. In the case of termination of employment other than for cause, Mr. Silvey will be entitled to continued base salary a maximum of 12 months following the date of termination and participation in the benefit plans until the expiry of certain periods depending on the circumstances. On January 2, 2026, the CEO approved an incremental increase of Mr. Silvey's annual base salary from $264,000 to $294,000, effective January 2, 2026.

The table below summarizes the incremental payments that would be made to our NEOs upon the occurrence of certain events based on the closing price of Common Shares on the TSX on December 31, 2025:

Name and principal position	Event	Severance ($)	Options ($)(1)	Other Compensation ($)	Total ($)
Roger Hardy
Chairman, Chief Executive
Officer and Director	Termination other than for cause	470,250	6,996,400	Nil	7,466,650
Arshil Abdulla
Chief Technology Officer and Director	Termination other than for cause	412,500	6,603,150	Nil	7,015,650
Tai Silvey(2)
President (former Chief Business Development Officer)	Termination other than for cause	220,500	520,650	Nil	741,150
Zhe Choo
Chief Financial Officer	Termination other than for cause	330,000	770,480	Nil	1,100,480
Joseph Thompson
Chief Operating Officer	Termination other than for cause	412,500	15,642,150	Nil	16,054,650

Notes:

(1) Calculated based on the difference between the Market Value on December 31, 2025 and the exercise price of the option multiplied by the number of in-the-money Options.

(2) Mr. Silvey was appointed as President effective March 9, 2026.

Performance Graph

The following performance graph illustrates the cumulative total shareholder return on a $100 investment in the Common Shares made on January 19, 2021, being the date of the IPO and assuming reinvestment of any dividends, compared with the cumulative return on the S&P/TSX Composite Total Return Index (the "S&P Index") for the same period ranging from January 19, 2021 to the last day of the fiscal year ended December 31, 2025.

The S&P Index tracks the share prices of the largest companies on the TSX measured by market capitalization. During the period commencing at the closing of the IPO up to the last day of the fiscal year ended December 31, 2025, the cumulative shareholder return on an investment in the Common Shares was above that of an investment on the S&P Index. Our compensation program is accordingly designed to align with the long-term success of the Company with a diligent focus on incentivizing performance for executing against our long-term growth strategy.

	January 19, 2021	December 31, 2025
Common Shares	$100	$202
S&P Index cumulative return	$100	$204
Cost of total NEO compensation	N/A	$2,885,289

Summary Compensation Table

The following table contains a summary of the compensation paid to the NEOs of the Company during the three most recently completed financial years.

Name and principal position	Year	Salary ($)	Share-based Awards ($)(1)	Option-based Awards ($)	Non-equity incentive plan compensation ($)		All other compensation ($)(3)	Total compensation ($)
					Annual incentive plans(2)	Long-term incentive plans
Roger Hardy
Chairman, Chief Executive Officer
and Director	2025	313,500	101,888(4)	Nil	101,888	Nil	31,350	548,626(6)
	2024	308,750	123,500	Nil	123,500	Nil	30,692	586,442(6)
	2023	285,000	125,000	Nil	87,500	Nil	28,500	526,000(6)
Arshil Abdulla
Chief Technology Officer
and Director	2025	275,000	89,375(4)	Nil	89,375	Nil	Nil	453,750(6)
	2024	270,833	94,792	Nil	94,792	Nil	Nil	460,417(6)
	2023	250,000	87,500	Nil	87,500	Nil	Nil	425,000
Tai Silvey (7)
President (former Chief Business Development Officer)	2025	262,731	85,388(4)	195,500(5)	85,388	Nil	26,273	655,280
	2024	227,500	91,000	Nil	141,000	Nil	22,615	482,115
	2023	210,000	40,000	Nil	50,000	Nil	21,000	321,000
Zhe Choo
Chief Financial Officer	2025	230,000	50,000(4)	Nil	50,000	Nil	23,000	353,000
	2024	222,063	77,722	Nil	77,722	Nil	21,998	399,505
	2023	-	-	-	-	-	-	-
Joseph Thompson
Chief Operating Officer	2025	275,000	65,000(4)	Nil	65,000	Nil	27,463	432,463
	2024	270,833	94,792	Nil	94,792	Nil	26,923	487,340
	2023	250,000	87,500	Nil	87,500	Nil	25,000	450,000

Notes:
(1) For the purposes of the table above, the value of the share-based awards is equal to the number of share-based awards granted during the year multiplied by the Market Value on the day of the grant of such share-based award.
(2) Amounts represent annual cash bonuses for compensation related to 2025 fiscal year. See "Compensation of Executive Officers – Annual Bonuses".
(3) Amounts represent the Company's contribution to the NEO's participation in the Company's Employee Share Purchase Plan.
(4) Represents RSRs that were approved by the Board on March 3, 2026 for compensation related to the 2025 fiscal year.
(5) Amounts represent the estimated value of the Options at issuance in accordance with IFRS using the Black-Scholes option pricing model. Key assumptions used in the Black-Sholes option pricing model are (i) assumed stock price and exercise price at issuance: $16.38; (ii) expected life of options: 5 years; (iii) volatility: 50.98%; (iv) risk free rate: 2.86%; (v) dividend yield: 0% and (vi) forfeiture rate: 2.3%. Mr. Silvey was granted 25,000 options, of which 1/3 vest on each one year anniversary commencing 10 July, 2026.
(6) Mr. Hardy and Mr. Abdulla did not receive any compensation in their capacity as Directors.
(7) Mr. Silvey was appointed as President effective March 9, 2026.

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COMPENSATION OF DIRECTORS

Our Directors' compensation program is designed to attract and retain the most qualified individuals to serve on our Board. Our Board, through our Compensation Committee, is responsible for reviewing and approving any changes to the Directors' compensation arrangements. In consideration for serving on our Board, each Director that is not an employee is paid an annual retainer which may, at our Board's discretion, be paid in cash or in some combination of cash and RSRs and is reimbursed for their reasonable out-of-pocket expenses incurred while serving as Directors.

The chart below outlines our Director compensation program for our non-employee Directors:

Type of Fee		Amount
Board Retainer	Lead Independent Director(1)	$95,000/year(2)
	Board Member	$80,000/year(3)
Committee Retainer	Audit Committee Chair	$5,000/year
	Compensation Committee Chair	$5,000/year
	Nominating and Corporate Governance Committee Chair	$5,000/year

Notes:

(1) Payable for non-executive Directors serving in such capacity.
(2) Comprised of a cash retainer of $35,000 and RSRs valued at $60,000.
(3) Comprised of a cash retainer of $25,000 and RSRs valued at $55,000.

The following table provides a summary of the compensation received by each of our non-employee Directors during the 2025 fiscal year:

Name(1)	Fees earned ($)	Share-based awards ($)(3)	Option-based awards ($)	All other compensation ($)	Total ($)
Nick Bozikis	40,000	60,000	-	-	100,000(3)
Peter Lee	30,000	55,000	-	-	85,000(4)
Anne Kavanagh	30,000	55,000	-	-	85,000(5)
Andrew Reid	25,000	55,000	-	-	80,000(6)

Notes:

(1) Ms. Parrott was appointed to the Board on March 3, 2026 and is excluded from this table.
(2) Non-executive Directors are eligible to receive share-based awards payable in RSRs. The RSRs vest in four quarterly installments, the first vesting date occurring three months after the initial grant date. For the purposes of this table, the value of RSRs is calculated as the average trading price during the applicable quarter multiplied by the number of RSRs that vested in that quarter.
(3) Mr. Bozikis serves as the Lead Independent Director and the chair of the Audit Committee, and is a member of the Nominating and Corporate Governance Committee.
(4) Mr. Lee serves as chair of the Nominating and Corporate Governance Committee and is a member of the Audit Committee and the Compensation Committee.
(5) Ms. Kavanagh serves as chair of the Compensation Committee and is a member of the Audit Committee.
(6) Mr. Reid is a member of the Compensation Committee and Nominating and Corporate Governance Committee.

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Incentive Plan Awards

Outstanding Share-based Awards and Option-Based Awards

The following table sets forth the outstanding option-based awards and share-based awards for our non-employee Directors as at December 31, 2025:

Name	Option-based Awards			Share-based Awards
	Number of Common Shares underlying unexercised Options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($) (1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($) (2)	Market or payout value of vested share-based awards not paid out or distributed ($)
Nick Bozikis	9,200	$2.61	Sept. 30, 2026	144,624	-	-	-
Peter Lee	-	-	-	-	-	-	-
Andrew Reid	-	-	-	-	-	-	-
Anne Kavanagh	-	-	-	-	-	-	-

Notes:

(1) Calculated based on the difference between the Market Value on December 31, 2025 and the exercise or base price of the option multiplied by the number of unexercised in-the-money Options.
(2) No share-based awards were outstanding as at December 31, 2025.

Value Vested or Earned During the Year

The following table sets forth a summary of the value of incentive plan awards that vested to our non-employee Directors during the 2025 fiscal year:

Name	Option-based awards – Value vested during the year(1) ($)	Share-based awards – Value vested during the year ($) (2)	Non-equity incentive plan compensation – Value earned during the year ($)
Nick Bozikis	-	60,000	-
Peter Lee	-	55,000	-
Anne Kavanagh	-	55,000	-
Andrew Reid	-	55,000	-

Notes:

(1) No options held by non-employee Directors vested during the 2025 fiscal year.
(2) Non-executive Directors are eligible to receive share-based awards payable in RSRs. The RSRs vest in four quarterly installments, the first vesting date occurring three months after the initial grant date. For the purposes of this table, the value of RSRs is calculated as the average trading price during the applicable quarter multiplied by the number of RSRs that vested in that quarter.

Directors' and Officers' Liability Insurance

Our and our subsidiaries' directors and officers are covered under directors' and officers' liability insurance. Under this insurance coverage, we and our subsidiaries are reimbursed for insured claims where payments have been made under indemnity provisions on behalf of our and our subsidiaries directors and officers, subject to a deductible for each loss, which is paid by us. Our and our subsidiaries' individual directors and officers are also reimbursed for insured claims arising during the performance of their duties for which they are not indemnified by our Company or our subsidiaries. Excluded from insurance coverage are, among others, illegal acts and acts which result in personal profit.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

We consider strong and transparent corporate governance practices to be an important factor in the overall success of the Company and we are committed to adopting and adhering to the highest standards in corporate governance.

As a Canadian reporting issuer with securities listed on the TSX, KITS continuously reviews and updates its corporate governance practices in order to best comply with all applicable rules adopted by the Canadian Securities Administrators. The Company's corporate governance practices have been and continue to be in compliance with applicable Canadian securities law requirements including National Instrument 58-101 — Disclosure of Corporate Governance Guidelines ("NI 58-101") and National Policy 58-201 — Corporate Governance Guidelines ("NP 58-201"). NP 58-201 provides guidance on governance practices for Canadian issuers, while NI 58-101 requires issuers to make the prescribed disclosure regarding their governance practices.

KITS also complies with NI 52-110, which includes requirements regarding Audit Committee composition and responsibilities, as well as reporting obligations with respect to audit related matters. For certain information with respect to the Audit Committee, including its charter and composition, the relevant education and experience of its members, and services fees paid to the Company's external auditors, please refer to the section entitled "Directors and Executive Officers of the Company – Audit Committee" in the Company's annual information form dated March 3, 2026, copies of which are available on SEDAR+ at www.sedarplus.ca and provided free of charge to Shareholders upon request to the Company.

Board of Directors

Under our Articles, our Board is to consist of a minimum of three and a maximum of 15 directors as determined from time to time by the Directors. Our Board currently consists of seven Directors. Under the Business Corporations Act (British Columbia) (the "BCBCA"), a Director may be removed with or without cause by a resolution passed by an ordinary majority of the votes cast by Shareholders present in person or by proxy at a meeting and who are entitled to vote. The Directors are elected by Shareholders at each annual general meeting of Shareholders, and all Directors hold office for a term expiring at the close of the next annual general meeting or until their respective successors are elected or appointed. Our Articles provide that, between annual general meetings of Shareholders, the Directors may appoint one or more additional Directors, but the number of additional Directors may not at any time exceed one-third of the number of current Directors who were elected or appointed other than as additional Directors.

Under NI 58-101, a Director is considered to be independent if they are independent within the meaning of NI 52-110. Pursuant to NI 52-110, an independent Director is a Director who is free from any direct or indirect relationship which could, in the view of our Board, be reasonably expected to interfere with a director's independent judgment. Based on information provided by each Director concerning their background, employment and affiliations, our Board has determined that of the seven current Directors, two, being Mr. Hardy and Mr. Abdulla, are not considered independent as a result of their positions as executive officers of the Company. As five of the seven existing Directors are independent, the Company has deemed the majority of the Board to be independent.

No members of our Board are also members of the board of directors of other public companies. Our Board has not adopted a director interlock policy, but is keeping informed of other public directorships held by its members.

Our Board has not appointed an independent Chair. Mr. Hardy, the Chairman of the Board, is our Chief Executive Officer and a significant Shareholder. Mr. Bozikis is the Board's Lead Independent Director and is independent of management.

The Board believes that this structure best reflects the entrepreneurial leadership of the Company. The Board is satisfied that the autonomy of the Board and its ability to function independently of management are protected through measures such as the Audit Committee, the Compensation Committee

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and the Nominating and Corporate Governance Committee being composed of all independent Directors. The independent Lead Director provides leadership for the Board's independent Directors.

Our Board has adopted a written position description for the Chair, which sets out the Chair's key responsibilities, including, among others, duties relating to setting Board meeting agendas, chairing Board and shareholder meetings and communicating with shareholders and regulators. Our Board has also adopted a written position description for the Lead Independent Director, which sets out the Lead Independent Director's key responsibilities, including, among others, enhancing Board effectiveness, managing the Board and liaising between the Board and management and with shareholders.

Meetings Independent from Management

Our Board believes that given its size and structure, it is able to facilitate independent judgment in carrying out its responsibilities and will continue to do so. To enhance such independent judgment, the independent Directors of our Board may meet in the absence of senior executive officers or any non-independent Directors, and the Board encourages its independent Directors to seek the advice of financial, legal or other consultants when necessary.

Board Mandate

Our Board is responsible for supervising the management of the business and affairs, including providing guidance and strategic oversight to management. Our Board has adopted a formal mandate in the form set forth in Annex III to this Circular that includes the following:

appointing the Chief Executive Officer;
approving the corporate goals and objectives that the Chief Executive Officer is responsible for meeting and reviewing the performance of the Chief Executive Officer against such corporate goals and objectives;
taking steps to satisfy itself as to the integrity of the Chief Executive Officer and other senior executive officers and that the Chief Executive Officer and other senior executive officers create a culture of integrity throughout the organization; and
reviewing and approving management's strategic and business plans.

The mandate of the Board is also available on the Company's website at https://ir.kits.com or from the Corporate Secretary of the Company at the Company's registered headquarters located at 1020 - 510 Seymour Street, Vancouver, BC, V6B 3J5, upon request.

Position Descriptions

The Board has developed and approved written position descriptions for the Chair and the Chief Executive Officer.

The written position description for our Chief Executive Officer sets out the key responsibilities of our Chief Executive Officer, including, among other duties in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to our Board for consideration, ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to our Board for consideration, and supervising day-to-day management and communicating with shareholders and regulators.

The Company does not intend to adopt written position descriptions for the chair of each committee of the Board. With respect to the chair of each committee of the Board, the Company expects that the chairs will assume a leadership role on each committee, as applicable, and that written descriptions may, in the future, be developed. Each committee has a written charter which helps delineate the roles and

37 -

responsibilities of each. The Company believes that the roles and responsibilities of each of the chairs and of the chief executive officer are well understood by them and by the Board as a whole.

Orientation and Continuing Education

New Directors are provided with comprehensive orientation and education as to the nature and operation of KITS and our business, the role of our Board and its committees, and the contribution that an individual Director is expected to make.

Our Compensation Committee is responsible for overseeing Director continuing education designed to maintain or enhance the skills and abilities of the Directors and to ensure that their knowledge and understanding of our business remains current. The chair of each committee is responsible for coordinating orientation and continuing Director development programs relating to the committee's mandate.

Ethical Business Conduct

Code of Conduct

We have adopted a written code of conduct the (the "Code of Conduct") that applies to all of our Directors, officers and employees, a copy of which has been filed on SEDAR+ and is available on the Company's website at https://ir.kits.com or from the Corporate Secretary of the Company at the Company's registered headquarters located at 1020 – 510 Seymour Street, Vancouver, BC, V6B 3J5, upon request.

The objective of the Code of Conduct is to provide guidelines for maintaining our and our subsidiaries integrity, reputation, honesty, objectivity and impartiality. The Code of Conduct addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with shareholders, competitors and employees, insider trading, compliance with laws and reporting any illegal or unethical behaviour. As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential or perceived conflicts of interest. Our Board has ultimate responsibility for the stewardship of the Code of Conduct and it monitors compliance through our Compensation Committee.

Related Party Transactions and Conflicts of Interest

A Director who has a material interest in a matter before our Board or any committee on which they serve is required to disclose such interest as soon as the Director becomes aware of it. In situations where a Director has a material interest in a matter to be considered by our Board or any committee on which they serve, such Director may be required to absent themselves from the meeting while discussions and voting with respect to the matter are taking place. Directors are also required to comply with the relevant provisions of the BCBCA regarding conflicts of interest.

Nomination of Directors

Director nominees are recommended to the Board by the Nominating and Corporate Governance Committee in accordance with its charter and elected by the Shareholders in accordance with the Company's majority voting policy at every annual general meeting of the Company. If a Director is not elected at any annual general meeting, the incumbent Director will continue in office until their successors are elected or appointed.

Our Nominating and Corporate Governance Committee is comprised of three Directors, all of whom are persons determined by our Board to be independent Directors, and is charged with reviewing, overseeing and evaluating corporate governance guidelines and Board composition, mandates and effectiveness. Our Nominating and Corporate Governance Committee is comprised of Mr. Lee, who acts as chair of this committee, Mr. Bozikis and Mr. Reid. No member of our Nominating and Corporate Governance Committee is one of our officers, and as such, our Board believes that our Nominating and Corporate Governance Committee is able to conduct its activities in an objective manner.

38 -

Our Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of our Nominating and Corporate Governance Committee consistent with the Corporate Governance Guidelines. A copy of the charter is available on the Company's website at https://ir.kits.com. Our Nominating and Corporate Governance Committee's purpose is to assist our Board in:

developing our corporate governance guidelines and principles and providing us with governance leadership;
reviewing the structure, composition and mandate of Board committees;
evaluating the performance and effectiveness of our Board and of our Board committees; and
identifying individuals qualified to be nominated as members of our Board.

Compensation

The Board, through the Compensation Committee, determines fees and compensation for the Directors and officers of the Company. Our Compensation Committee is comprised of three Directors, all of whom are persons determined by our Board to be independent Directors, and is charged with reviewing, overseeing and evaluating our compensation policies. Our Compensation Committee is comprised of Ms. Kavanagh, who acts as chair of this committee, Mr. Lee and Mr. Reid. No member of our Compensation Committee is one of our officers, and as such, our Board believes that our Compensation Committee is able to conduct its activities in an objective manner.

Our Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of our Compensation Committee. A copy of the chair is available on the Company's website at https://ir.kits.com. Our Compensation Committee's purpose is to assist our Board in:

the appointment, performance, evaluation and compensation of our senior executives;
the recruitment, development and retention of our senior executives;
maintaining talent management and succession planning systems and processes relating to our senior management;
developing compensation structure for our senior executives including salaries, annual and long-term incentive plans including plans involving share issuances and other share-based awards;
establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices;
assessing the compensation of our Directors; and
developing benefit retirement and savings plans.

Each member of the Compensation Committee has experience relevant to compensation policy and/or oversight that, combined with their independence, suitably equip them to serve on the Compensation Committee. The members of the Compensation Committee have experience negotiating executive compensation agreements and managing or advising large private and public corporations on compensation matters. Their financial knowledge also allows them to assess the costs and benefits of compensation plans. The collective experience of the members ensures that the Compensation Committee has a deep understanding of our business, which is important when determining the appropriate metrics for measuring success.

39 -

For more information regarding the professional background and experience of each member of the Compensation Committee, please see "Particulars of Matters to be Acted Upon at the Meeting - Election of Directors".

On December 17, 2024, we engaged a compensation consultant or advisor to assist the Compensation Committee in determining compensation for our Directors and officer. Please refer to the additional details provided in "Compensation of Executive Officers – Executive Compensation".

Other Board Committees

Other than the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee, the Board does not have any other committees in place.

Assessments

Our Nominating and Corporate Governance Committee is responsible for establishing and implementing procedures to evaluate the performance and effectiveness of our Board, committees of our Board and the contributions of individual Board members. Our Nominating and Corporate Governance Committee also takes reasonable steps to evaluate and assess, on an annual basis, Directors' performance and effectiveness of our Board, committees of our Board, individual Board members, our Chair and committee chairs. The assessment addresses, among other things, individual Director independence, individual Director and overall Board skills and individual Director financial literacy. Our Board will receive and consider the recommendations from our Nominating and Corporate Governance Committee regarding the results of the evaluation of the performance and effectiveness of our Board, committees of our Board, individual Board members, our Chair and committee chairs. The assessment will also involve a review by the Board of its strategies to determine the composition of the Board and the appropriate candidates to be put forth for election as Directors at annual general meetings. The review takes into account the desirability of maintaining a balance of skills, experience and background.

Term Limits

Our Board has not adopted Director term limits or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the Compensation Committee of our Board will seek to maintain the composition of our Board in a way that provides, in the judgement of our Board, the best mix of skills and experience to provide for our overall stewardship. Our Compensation Committee also is expected to conduct a process for the assessment of our Board, each committee and each Director regarding their effectiveness and performance, and to report evaluation results to our Board.

Diversity

We believe that having a diverse Board can offer a breadth and depth of perspectives that enhance our Board's performance. We value diversity of abilities, experience, perspective, education, gender, background, race and national origin. Recommendations concerning Director nominees are based on merit and past performance as well as expected contribution to our Board's performance and, accordingly, diversity is taken into consideration. Currently, two of seven members on our Board, or approximately 29%, are female.

We have recruited and selected executive officer candidates that represent a diversity of business understanding, personal attributes, abilities and experience. Currently, two of six members of our executive officers, or approximately 33%, are female.

We have made inclusion and diversity a selection criterion in our Nominating and Corporate Governance Committee charter for Board nominees. While we do not currently have a specific mandate for the representation and nomination of women on our Board or our senior management, it is a priority for us, and our efforts are reflected in our success in recruiting and retaining qualified female Directors and senior

40 -

management to date. We continue to believe diversity is a priority in both governance and within our organization and we strive to become industry leaders in supporting inclusion and diversity.

The composition of our Board and senior management is shaped by the selection criteria established by our Compensation Committee. This is achieved by, among other things, ensuring that diversity considerations are taken into account in Board vacancies and senior management, monitoring the level of female representation on our Board and in senior management positions, continuing to broaden recruiting efforts to attract and interview qualified female candidates, and committing to retention and training to ensure that our most talented employees are promoted from within our organization.

We have not adopted specific targets regarding women on the Board and in executive officer positions as our Board believes that the appointment of Directors and executive officers should be made based on each candidate's experience, knowledge, education, management capabilities and competency, as well as the effect of the appointment on the diversity of the Company's leadership as a whole. The Board is committed to a nomination process that will identify and short-list female candidates who possess the skills and other characteristics the Board considers necessary for Directors and executive officers. The Company is also committed to equality of opportunity and has emphasized the importance of developing its internal pipeline of female talent at both the management and executive levels over time rather than instituting a target or quota.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former Directors, proposed nominees for election as a Director, executive officers or employees of the Company or any of its subsidiaries, or any associate or affiliate of any such person, is as of the date hereof, or has been since January 1, 2025, indebted to the Company.

INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

To the knowledge of the Directors, no Director or executive officer of the Company at any time since the beginning of the Company's last completed financial year, no proposed nominee for election as a Director nor any associate of any such Director, executive officer or nominee, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of Directors.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person (as such term is defined under securities laws) of the Company, proposed Director of the Company or any associate or affiliate of any informed person or proposed Director has or had a material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found by visiting the Company's website at: https://ir.kits.com. In addition, more information, including additional financial information which is provided in the MD&A and Financials, can be found on SEDAR+ by visiting www.sedarplus.ca. Shareholders may contact the Company to request a copy of the MD&A and Financials. Any such request should be directed to the Company at:

Kits Eyecare Ltd.
1020 - 510 Seymour Street Vancouver, BC
V6B 3J5
Email: [email protected]

DIRECTORS' APPROVAL

The contents of this Circular and the delivery thereof to the applicable Shareholders, the Directors and the auditors of the Company has been approved by the Board.

DATED April 20, 2026.

ON BEHALF OF THE BOARD OF DIRECTORS

"Roger Hardy"

Roger Hardy

I-1

ANNEX I

STOCK OPTION PLAN RESOLUTION

BE IT RESOLVED as an ordinary resolution of the shareholders of Kits Eyecare Ltd. (the “Company”) that:

All unallocated options, rights, and other entitlements under the Company’s stock option plan are hereby authorized and approved, which approval shall be effective until June 3, 2029, being the date that is three years from the date hereof.
Each director and officer of the Company, acting alone, is authorized to do all such acts and things and to execute (whether under the corporate seal of the Company or otherwise) and deliver all such documents as in such director’s or officer’s opinion may be necessary or desirable to complete the transactions hereby approved and authorized.

II-1

ANNEX II

RESTRICTED SHARE PLAN RESOLUTION

BE IT RESOLVED as an ordinary resolution of the shareholders of Kits Eyecare Ltd. (the “Company”) that:

All unallocated options, rights, and other entitlements under the Company’s restricted share plan are hereby authorized and approved, which approval shall be effective until June 3, 2029, being the date that is three years from the date hereof.
Each director and officer of the Company, acting alone, is authorized to do all such acts and things and to execute (whether under the corporate seal of the Company or otherwise) and deliver all such documents as in such director’s or officer’s opinion may be necessary or desirable to complete the transactions hereby approved and authorized.

ANNEX III
MANDATE OF THE BOARD OF DIRECTORS

PURPOSE

1.1 The board of directors (the “Board”) of Kits Eyecare Ltd. (the “Company”) wishes to formalize the guidelines pursuant to which the Board governs the business of the Company. The guidelines are intended to be flexible and are intended to provide parameters and direction to the Board in conjunction with its obligations and mandate to oversee and direct the affairs of the Company.

1.2 The Board is responsible for the overall stewardship of the Company and for managing and supervising the management of the Company. The Board does not conduct day-to-day management of the Company. The Board shall at all times act in the best interests of the Company.

RESPONSIBILITIES

2.1 The Board has the responsibility to:

(i) satisfy itself, to the extent feasible, as to the integrity of the chief executive officer (the “CEO”) and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the Company;

(ii) require management to develop and maintain a strategic planning process which takes into account, among other things, the opportunities and risks of the Company’s business and to bring its strategic and operating plans to the Board for review and approval on an annual basis or such other basis as may be required by the Board;

(iii) approve all capital plans and establish priorities in the allocation of funds for major capital projects on an annual basis or such other basis as may be required by the Board;

(iv) identify the principal risks of the Company’s business and require management to implement appropriate procedures and systems to manage such risks;

(v) plan for senior management succession, including the appointment of senior management and monitoring of senior management’s performance;

(vi) adopt a communication policy that seeks to ensure that effective communications, including statutory communication and disclosure, are established and maintained with employees, shareholders, the financial community, the media, the community at large and other security holders of the Company;

(vii) establish procedures to receive feedback from stakeholders of the Company and communications to the independent directors;

(viii) require management to maintain internal control and management information systems and, through Board committees or otherwise, to monitor these systems as it considers fit;

(ix) monitor compliance with the Company’s code of conduct;

(x) develop the Company’s approach to corporate governance issues and principles practices;

(xi) require senior management to implement systems to ensure the Company operates within applicable laws and regulations;

(xii) review actual results achieved by the Company against the objectives contained in the Company’s plans and implement or cause to be implemented corrective action where indicated;

III-1

(xiii) arrange for the operating results of the Company to be presented by management to the Board on a regular basis;
(xiv) require that the Board be kept reasonably informed of the Company's activities and performance and take appropriate action to correct inadequate performance;
(xv) authorize the issuance of equity and debt securities of the Company;
(xvi) review and consider all reports and recommendations of the Company's compensation committee ("Compensation Committee") and approve all compensation of senior executive officers (including the CEO and named executive officers) and directors;
(xvii) review the recommendation of the Company's audit committee with respect to the annual financial statements of the Company to be delivered to shareholders. If appropriate, the Board shall approve such financial statements;
(xviii) require that proper procedures are established for the protection of shareholder value; and
(xix) ensure policies and procedures are in place to ensure the Company's compliance with applicable law, including timely disclosure of relevant corporate information and regulatory reporting.

2.2 The Board will give direction and guidance to management and will also keep management informed of its evaluation of the performance of the Company and of its senior officers in achieving and carrying out the Board's established goals and policies, and in advising management of any remedial action or changes which it may consider to be necessary.

3. ORGANIZATION OF THE BOARD

3.1 The composition of the Board shall comply with applicable corporate and securities laws.
3.2 At least a majority of the directors shall be "independent" as defined in National Instrument 58-101 – Disclosure of Corporate Governance Practices.
3.3 Each year the Board shall review the relationship that each member of the Board has with the Company in order to satisfy itself that the relevant independence criteria have been met.
3.4 The Board may:
(i) appoint one or more committees of the Board, however designated, and delegate to any such committee any of the powers of the Board except those which pertain to items which, under the Business Corporations Act (British Columbia) (the "Act"), a committee of the Board has no authority to exercise;
(ii) appoint a chair of the Board (the "Chair") and prescribe his or her powers and duties;
(iii) appoint a lead independent director of the Board ("Lead Independent Director") and prescribe his or her powers and duties;
(iv) appoint a CEO and prescribe his or her powers and duties; and
(v) in conjunction with the CEO, appoint the officers of the Company and prescribe their powers and duties.

3.5 If, and as long as, the Chair is not an independent director, the Board shall appoint, from among its independent members and upon recommendation by its independent members, a Lead Independent Director to hold office until the earlier of: (i) the appointment of an independent Chair;

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and (ii) the appointment of his or her successor by the Board. A Lead Independent Director shall, if required in accordance with the foregoing, be appointed annually.

3.6 The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named.

3.7 In the event of a change of the status or credentials underlying a Board member's appointment to the Board, the member so affected should, on his or her own initiative, discuss the change with the Chair so that there is an opportunity for the Board to review the continued appropriateness of Board membership under his or her new circumstances. Each case will be dealt with on its own merits, but as a rule, a member of the Board is expected to tender his or her resignation if there is a change in his or her credentials and circumstances that result in his or her candidacy no longer meeting the requirements of Board membership.

3.8 Unless specified otherwise, the following procedural rules apply to committees of the Board:

(i) the Board may appoint one or more committees of the Board, however designated, and delegate to any such committee any of the powers of the Board except those which pertain to items which, under the Act, a committee of the Board has no authority to exercise;

(ii) the powers of a committee of the Board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of any such committee may be held at any place in or outside Canada;

(iii) the Board may from time to time appoint such advisory bodies as it may deem advisable; and

(iv) each committee and advisory body shall have the power to fix its quorum at not less than a majority of its members, to elect its chair, and to regulate its procedure.

3.9 The Board shall be composed of between three (3) and seven (7) directors, the number of directors within that range to be fixed by resolution of the Board from time to time. The size of the Board should enable its members to effectively and responsibly discharge their responsibilities to the Company.

3.10 Except as set out in the Articles of the Company, Board members shall be elected at the annual meeting of shareholders of the Company each year and shall serve until their successors are duly elected.

3.11 The Board shall have adequate resources to discharge its responsibilities. The Chair shall be empowered to engage advisors as may be appropriate from time to time to advise the Chair on the Board with respect to duties and responsibilities.

3.12 The Board members are expected to devote the time and attention to the Company's business and affairs necessary to discharge their duties as members of the Board effectively, which include, but are not limited to, attendance at Board meetings and the review of any materials prepared in connection with such meetings. Subject to this requirement, the Board members shall not be subject to any restrictions with respect to their activities outside of their relationship with the Company, including their services as directors of other corporations or charitable organizations so long as such is in accordance with all of the Company's other policies and charters.

3.13 The Board shall meet not less than four times per year.

3.14 The meetings of the Board shall ordinarily include the CEO (if not a director) and shall periodically include other senior officers as may be appropriate and as may be desirable to enable the Board to become familiar with the Company's management team and affairs.

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3.15 The Chair shall act as, or appoint a secretary, who shall keep minutes of its meetings in which shall be recorded all actions taken by the Board. Such minutes shall be made available to the directors and shall be approved by the Board for entry in the records of the Company.

3.16 Each director is expected to be diligent in preparing for and attending meetings of the Board and any committee of which he or she is a member. A director who is unable to attend a Board or committee meeting may participate by teleconference.

3.17 Members of the Board shall have the right, for the purposes of discharging their respective powers and responsibilities, to inspect the relevant records of the Company and its subsidiaries.

3.18 Members of the Board, subject to approval of the chair to the Company's nominating and corporate governance committee or Compensation Committee, may retain separate counsel to deal with issues relating to their responsibilities as members of the Board.

3.19 If there are any non-management directors who are not independent directors, the independent directors shall have the opportunity to meet at the conclusion of each meeting of the Board with only independent directors present.

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AI assistant

Kits Eyecare Ltd. — Proxy Solicitation & Information Statement 2026

47986_rns_2026-04-24_c11c9f94-0fc1-4e8c-9412-ae9c43d910f7.pdf

KITS EYECARE LTD.

Registered Shareholders

Non-Registered Holders

Notice-and-Access

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

PROXY AND VOTING INFORMATION

Solicitation of Proxies

Notice-and-Access

Record Date

Meeting Information

Voting Information

1. Voting Before the Meeting

Appointment of Proxies

Revocation of Proxies

Exercise of Discretion By Proxies

2. Voting at the Meeting

Appointment of a Third Party as Proxy

How do I Attend and Participate at the Meeting?

Registered Shareholders

Non-Registered Holders

United States Beneficial Holders

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Notes:

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Financial Statements

Appointment of Auditors

Directors

History

Notes:

History

Approval of Unallocated Options Under the Stock Option Plan

Approval of Unallocated Rights Under the Restricted Share Plan

Other Matters Which May Come Before the Meeting

COMPENSATION OF EXECUTIVE OFFICERS

Introduction

Objectives of the Company's Current Executive Compensation Program

Determination of Compensation

Executive Compensation

Executive Compensation Related Fees

Compensation Risk

Anti-Hedging Policies

Base Salary

Annual Bonuses

Death or Illness

Amendments

Restricted Share Plan

Shares Subject to the Restricted Share Plan

Payment of Dividends

Amendments

Termination of Service

Change of Control

Burn Rate of Stock Option Plan and Restricted Share Plan

Note:

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

Notes:

Incentive Plan Awards

Outstanding Option-Based Awards and Share-Based Awards

Notes:

Performance Graph

Summary Compensation Table

COMPENSATION OF DIRECTORS

Notes:

Notes:

Incentive Plan Awards

Outstanding Share-based Awards and Option-Based Awards

Notes:

Value Vested or Earned During the Year

Notes:

Directors' and Officers' Liability Insurance

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Meetings Independent from Management

Board Mandate

Position Descriptions

Orientation and Continuing Education

Kits Eyecare Ltd. Proxy Solicitation & Information Statement 2026