Martello Technologies Group Inc. — AGM Information 2020

Aug 26, 2020

MARTELLO TECHNOLOGIES GROUP INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 22, 2020

NOTICE IS HEREBY GIVEN that the annual and special meeting (the " Meeting ") of the shareholders of Martello Technologies Group Inc. (the " Corporation ") will be held at 390 March Road, Kanata, Ontario at 10:00 a.m. Eastern Standard Time, on September 22, 2020 for the following purposes:

1. to receive the financial statements of the Corporation for the fiscal year ended March 31, 2020;

2. to elect directors for the ensuing year;

3. to appoint auditors for the ensuing year and to authorize the directors to fix their remuneration;

4. to approve the Corporation’s stock option plan; and

5. to transact such other business as may properly be brought before the Meeting.

Registered Shareholders who are unable to attend the Meeting are requested to complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out therein and in the Circular accompanying this Notice of Meeting. A proxy will not be valid unless it is received by Computershare Trust Company of Canada, 8[th] Floor, 100 University Ave., Toronto, ON M5J 2Y1, not less than 48 hours, excluding Saturdays and holidays, preceding the Meeting or adjournment of the Meeting.

DATED: August 26, 2020

BY ORDER OF THE BOARD OF DIRECTORS

(s) John Proctor

John Proctor, CEO

Document Number: 2332440

Version: 1