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Light AI Inc. Proxy Solicitation & Information Statement 2025

Aug 6, 2025

46948_rns_2025-08-05_d50b9f3a-dcd0-457b-869b-9bbdb112209a.pdf

Proxy Solicitation & Information Statement

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LIGHT AI INC.

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, SEPTEMBER 4, 2025

You are receiving this notification because Light AI Inc. (the "Corporation") has opted to use the "notice and access" model for the delivery of its management information circular (the "Information Circular") to the holders (the "Shareholders") of common shares in the capital of the Corporation in respect of its annual general meeting of Shareholders to be held on Thursday, September 4, 2025 (the "Meeting").

Under "notice and access" instead of receiving paper copies of the Information Circular, Shareholders are receiving this notice with information on how to access the Information Circular electronically. Shareholders will also be receiving a proxy or voting instruction form, as applicable, together with this notification to use to vote at the Meeting.

The use of this alternative means of delivery is more environmentally friendly and more economical. It reduces the Corporation's paper use and it also reduces the Corporation's printing and mailing costs.

MEETING DATE AND LOCATION

WHEN: Thursday, September 4, 2025
10:00 A.M. Pacific Time

WHERE: Suite 1500 – 1055 West Georgia Street, Vancouver BC V6E 4N7

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

  • FINANCIAL STATEMENTS: to receive and consider the consolidated audited financial statements of the Corporation for the year ended December 31, 2024, together with the auditor's report thereon. See the section entitled "Particulars of Matters to be Acted Upon – Financial Statements" in the Information Circular.
  • APPOINTMENT AND REMUNERATION OF AUDITORS: to appoint Shim & Associates LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors to fix their remuneration. See the section entitled "Particulars of Matters to be Acted Upon – Appointment of Auditors" in the Information Circular.
  • ELECTION OF DIRECTORS: to elect the directors of the Corporation for the ensuing year. See the section entitled "Particulars of Matters to be Acted Upon - Election of Directors" in the Information Circular.
  • APPROVAL OF OMNIBUS INCENTIVE PLAN: To consider and it though advisable, pass an ordinary resolution to ratify and approve the Company's Omnibus Long-Term Equity Incentive Plan as more particularly set out in the Information Circular. See the section entitled "Particulars of Matters to be Acted Upon – Ratification of the Long-Term Equity Incentive Plan" in the Information Circular.
  • RATIFICATION OF OPTION GRANTS: To consider and it though advisable, pass an ordinary resolution of disinterested shareholders to ratify deferred share units previously granted to certain directors and officers of the Company. See the section entitled "Particulars of Matters to be Acted Upon - Ratification of Options".
  • RATIFICATION OF DEFERRED SHARE UNITS GRANTS To consider and it though advisable, pass an ordinary resolution of disinterested shareholders to ratify deferred share units previously granted to certain directors and officers of the Company. See the section entitled "Particulars of Matters to be Acted Upon - Ratification of Deferred Share Units."
  • OTHER BUSINESS: to transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof.

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LEGAL_47077801.1

LIGHT AI INC.

SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING.

WEBSITES WHERE THE INFORMATION CIRCULAR IS POSTED:

The Information Circular can be viewed online under the Corporations profile at www.sedarplus.ca or on the Corporation’s website at https://light.ai/investors/.

The Financial Statement Request Card will be mailed to Shareholders together with the proxy or voting instruction form, as applicable, and this notification to use to vote at the Meeting.

HOW TO OBTAIN PAPER COPIES OF THE INFORMATION CIRCULAR

Shareholders may request paper copies of the Information Circular and other meeting materials, including the audited consolidated financial statements of the Corporation for the year ended December 31, 2024 and the report of the auditors thereon and related Management’s Discussion and Analysis, by first class mail, courier or the equivalent at no cost to the shareholder. Requests must be made by email to [email protected] or by calling toll-free at 1-888-787-0888. Requests may be made up to one year from the date the Information Circular was filed on SEDAR.

For Shareholders who wish to receive paper copies of the Information Circular in advance of the voting deadline, requests must be received no later than August 22, 2025. The Information Circular will be sent to such Shareholders within three business days of their request if such requests are made before the Meeting. Following the Meeting, the Information Circular will be sent to such Shareholders within ten days of their request.

Requests must be made by email to [email protected] or by calling toll-free at 1-888-787-0888.

VOTING

YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities, you must vote using the method set out in the enclosed voting instruction form or proxy.

Registered Holders are asked to return their proxies using the following methods by the proxy deposit date noted on the proxy, which is by 10:00 A.M. Pacific Time on Tuesday, September 2, 2025:

  • ONLINE: Go to www.eproxy.ca and follow the instructions.
  • EMAIL: Send to [email protected]
  • FACSIMILE: Fax to Endeavor Trust Corporation. at 604-559-8908.
  • MAIL: Complete the form of proxy or any other proper form of proxy, sign it and mail it to:
    Endeavor Trust Corporation
    Suite 702, 777 Hornby Street,
    Vancouver, BC V6Z 1S4

Beneficial Holders are asked to return their voting instructions using the following methods at least one business day in advance of the proxy deposit date noted on your voting instruction form:

  • INTERNET: Go to proxyvote.com and follow the instructions.
  • MAIL: Complete the voting instruction form, sign it and mail it in the envelope provided.

Shareholders with questions about notice and access can call toll free at 1-888-787-0888.