Light AI Inc. — Proxy Solicitation & Information Statement 2025

Aug 6, 2025

LIGHT AI INC.
Suite 1500 – 1055 West Georgia Street
Vancouver, British Columbia Canada V6E 4N7
Telephone: (604) 307-6800

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual General Meeting (the “Meeting”) of the shareholders of Light AI Inc. (the “Company”) will be held on September 4, 2025 at Suite 1500 - 1055 West Georgia Street, Vancouver, British Columbia, Canada V6E 4N7, at 10:00 a.m. (Vancouver local time) for the following purposes:

1. to table the audited consolidated financial statements of the Company for the financial years ended December 31, 2024, the report of the auditor thereon and the related management’s discussion and analysis - See the section entitled “Particulars of Matters to be Acted Upon – Financial Statements” in the Information Circular;
2. to elect directors of the Company for the ensuing year See the section entitled “Particulars of Matters to be Acted Upon – Election of Directors”;
3. to appoint Shim & Associates LLP, as auditors of the Company for the ensuing year - See the section entitled “Particulars of Matters to be Acted Upon – Appointment of Auditors”;
4. to ratify and confirm the adoption of a new long-term equity incentive plan (the “Omnibus Plan”) - See the section entitled “Particulars of Matters to be Acted Upon – Ratification of the Long Term Equity Incentive Plan”;
5. to ratify and confirm by ordinary resolution of disinterested shareholders, stock options previously granted to certain directors, officers and employees of the Company - See the section entitled “Particulars of Matters to be Acted Upon – Ratification of Options”; and
6. to ratify and confirm by ordinary resolution of disinterested shareholders, 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”.

An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

Shareholders of record on the Company’s books at the close of business on July 22, 2025 are entitled to attend and vote at the Meeting or at any postponement or adjournment thereof.

The consolidated audited financial statements of the Company for financial year ended December 31, 2024, the auditor’s report thereon, and the related management’s discussion and analysis will be tabled at the Meeting. The financial statements will be made available at the Meeting and will be available on request to the Company and may be viewed on the Company’s SEDAR+ profile at www.sedarplus.ca.

Notice-and-Access

The Company has elected to use the notice-and-access model set out in National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer (together “Notice-and-Access Provisions”) for delivery of proxy materials relating to this Meeting. The Notice-and-Access Provisions allow the Company to reduce the volume of materials to be physically mailed to Shareholders by posting the Information Circular and any additional annual meeting materials (together, the “Proxy Materials”) online. Under Notice-and-Access Provisions, instead of receiving paper copies of this Notice and the Information Circular, registered Shareholders of the Company will receive the form of Notice and Access Notification (the “Notification”) and the form of proxy (the “Proxy”) relevant for the Meeting. In the case of the Company’s beneficial (non-registered) Shareholders, they will receive the Notification and a voting instruction form (the “VIF”). The Proxy/VIF enables Shareholders to vote by proxy. Before voting, Shareholders are reminded to review the Information Circular online by logging onto the website access page via the URL address provided and by following the instructions set out below. Shareholders may also choose to receive a printed copy of the Information Circular by following the procedures set out below.

Copies of the Proxy Materials and the Annual Financial Statements and MD&A are posted on the Company’s website at https://light.ai/investors/.

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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 Company 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 proxy@endeavortrust.com 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.

To allow adequate time for Shareholders to receive and review a paper copy of the Information Circular and then to submit their votes by 10:00 a.m. (PDT) on September 2, 2025 (the “Proxy Deadline”), Shareholders requesting a paper copy of the Information Circular as described above should ensure such request is received by the Company no later than August 22, 2025. Under Notice-and-Access, Proxy Materials must be available for viewing from the date of posting and for 1 year following the Meeting. Shareholders may request a paper copy of the Information Circular from the Company at any time during this period.

The Company will not use a procedure known as “stratification” in relation to its use of Notice-and-Access. Stratification occurs when a reporting issuer while using Notice-and-Access Provisions also provides a paper copy of the Information Circular to some of its Shareholders with the notice package. Instead, all Shareholders will receive only the notice package, which must be mailed to them pursuant to Notice-and-Access Provisions, and which will not include a paper copy of the Information Circular.

We recommend all shareholders submit votes by sending in a properly completed and signed form of proxy (or voting instruction form) prior to the Meeting by following instructions in the Information Circular. As of the date hereof the Company intends to hold the Meeting at the location stated in the Notice of Meeting. Should any changes to the Meeting occur, the Company will announce any and all changes by way of news release filed under the Company’s profile on SEDAR+ at www.sedarplus.ca as well as on our Company website at https://light.ai/. Please check our website prior to the Meeting for the most current information. In the event of changes to the Meeting format, the Company will not prepare, or mail amended Proxy Materials.

Registered Shareholders who are unable to attend the Meeting in person 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 complete another suitable form of proxy and deliver it in accordance with the instructions set out in the form of Proxy and in the Information Circular. To be effective, the Proxy must be duly completed and signed and then deposited with the Company’s registrar and transfer agent, Endeavor Trust Corporation, or voted via telephone, fax or via the internet (online) as specified in the Proxy, no later than 10:00 a.m. Pacific Time, on September 2, 2025.

Non-registered Shareholders (“Beneficial Shareholders”) who hold their Common Shares through a brokerage firm, bank or trust company and plan to attend the Meeting must follow the instructions set out in the accompanying VIF and in the Information Circular in order to cast their vote and ensure that their Common Shares will be voted at the Meeting.

The Information Circular contains details of matters to be considered and voted on at the Meeting. Please review the Information Circular before voting.

DATED at Vancouver, British Columbia, July 24, 2025

BY ORDER OF THE BOARD

“Peter Whitehead”
Peter Whitehead
Chief Executive Officer