Mary Agrotechnologies Inc. — Proxy Solicitation & Information Statement 2024

Mar 7, 2024

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MARY AGROTECHNOLOGIES INC.

Form of Proxy – Annual General Meeting to be held on March 28, 2024

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United Kingdom Building 350 – 409 Granville St Vancouver, BC V6C 1T2

Appointment of Proxyholder

I/We being the undersigned holder(s) of Mary Agrotechnologies Inc. hereby appoint Chuhan (Frank) Qin , Chief Executive Officer of the Company, or failing him, Xin Ran (Irene) OR Mai , Chief Financial Officer of the Company (the “ Management Nominees ”)

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of Mary Agrotechnologies Inc. to be held at the offices of CMJC Law Corporation at Unit 850, 1095 West Pender Street, Vancouver, BC, V6E 2M6 at 2:00 pm Vancouver Time on March 28, 2024 or at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Number of Directors.								For	Against
To set the number of directors at five.
2.Election of Directors. For	Withhold		For		Withhold			For	Withhold
a. Chuhan (Frank) Qin		b.	Larry Lisser			c.	Buck Young
d. Joanne Yan		e.	Ying Xu
3. Appointment of Auditors.							For		Withhold
Appointment of Mao & Ying LLP. as Auditors of the		Company for the ensuing year and authorizing the Directors to fix their remuneration.
4. Re-Approval of Stock Option Plan.							For		Against
To consider, and, if deemed appropriate, to pass, an ordinary resolution re-approving the				Company’s stock option.
5. Approval of All Corporate Actions.							For		Against

To consider, and, if deemed appropriate, to pass, an ordinary resolution approving and confirming all the acts of proceeding of the directors and officers of the Company made to date.

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s): Date / / MM / DD / YY

This form of proxy is solicited by and on behalf of Management.

Proxies must be received prior to 2:00 pm, Vancouver Time, on March 26, 2024.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the annual general meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name appears on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

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To Vote Your Proxy Online please visit: https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.