LDB Capital Corp. — Proxy Solicitation & Information Statement 2026

Jan 31, 2026

LDB CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO BE HELD ON FEBRUARY 20, 2026

NOTICE IS HEREBY GIVEN that an annual general and special meeting of the holders (the "shareholders") of common shares ("Common Shares") of LDB Capital Corp. (the "Company") will be held on February 20, 2026 at 2:00 p.m. (Vancouver time) at the offices of the Company at #2250 1055 West Hastings St., Vancouver, British Columbia, V6E 2E9, Canada (the "Meeting") for the following purposes as more particularly described in the accompanying management information circular (the "Circular"):

1. to receive the financial statements of the Company for the financial years ended November 30, 2024 and November 30, 2023, with the auditor's reports thereon;
2. to appoint the auditor for the ensuing year and to authorize the directors of the Company to fix the auditor's remuneration;
3. to elect the directors of the Company to hold office until the next annual general meeting of shareholders, or until their successors are elected or appointed;
4. to approve and confirm the Company's 10% 'rolling' stock option plan for the ensuing year, as more particularly described in the accompanying Circular;
5. to consider, and if deemed advisable, to pass an ordinary resolution ratifying and approving the Company's new equity incentive plan, subject to and effective concurrently with the completion of the Qualifying Transaction (as defined in the policies of the TSX Venture Exchange) with Eventer Technologies Ltd ("Eventer"), as more particularly described in the accompanying Circular;
6. to consider, and, if deemed advisable, to pass a special resolution (the "Continuance Resolution") approving the continuation of the Company's corporate existence from the Business Corporations Act (British Columbia) to the Business Corporations Act (Ontario);
7. subject to approval of the Continuance Resolution, to consider, and, if deemed advisable, to pass an ordinary resolution confirming the repeal of all existing by-laws of the Company and the enactment of a new By-Law No. 1, conditional on the continuance of the Company into the Province of Ontario; and
8. to consider, and, if deemed advisable, to pass, with or without variation, a special resolution approving and authorizing the board of directors of the Company to change the name of the Company to "Eventer Technologies Ltd." in connection with and following the completion of the Qualifying Transaction with Eventer and its shareholders, which, upon closing, shall result in a reverse takeover of the Company by Eventer; and
9. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The Circular, proxy form and return card also accompany this Notice of Meeting. The nature of the business to be transacted at the Meeting, including details of the special business and its effects, is described in further detail in the Circular. The Circular is deemed to form part of this notice of meeting. Please read the Circular carefully before you vote on the matters being transacted at the Meeting.

Only shareholders of record at the close of business on January 16, 2026, will be entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof. Registered shareholders who are unable to or who do not wish to attend the Meeting in person are requested to date and sign the enclosed proxy form promptly and return it by mail for that purpose or by any of the other methods indicated on the Proxy form. To be used at the Meeting, proxies must be received by Endeavor Trust Corporation, 702-777 Hornby St., Vancouver, British Columbia V6Z 1S4 by 2:00 p.m. (Vancouver time) on February 18, 2026 or, if the Meeting is adjourned, by 2:00 p.m. (Vancouver time), on the second last business day prior to the date on which the Meeting is reconvened, or may be accepted by the chairman of the Meeting prior to the commencement of the Meeting. If a registered shareholder receives more than one Proxy form because such shareholder owns shares registered in different names or addresses, each Proxy form should be completed and returned.

The Company is committed to keeping shareholders informed if the Meeting format, location, time or date needs to be changed. The Company will notify shareholders of a change in the format, location, time or date of the Meeting without

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sending additional soliciting materials or updating proxy-related materials by issuing a news release announcing such change in the date, time, location or format, filing the news release on SEDAR+; and informing all the parties involved in the proxy voting infrastructure (such as intermediaries, transfer agents, and proxy service providers) of the change.

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

Registered shareholders who are unable to attend the Meeting and who wish to ensure that their Common Shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their Common Shares will be voted at the Meeting. If you hold your Common Shares in a brokerage account, you are not a registered shareholder.

Dated as of the 21st day of January, 2026.

BY ORDER OF THE BOARD

"David Eaton"
David Eaton
President, CEO, CFO,
Corporate Secretary and
Director

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