Medifocus Inc. — AGM Information 2020

Jan 24, 2020

MEDIFOCUS INC. 10240 Old Columbia Road. Suite G Columbia MD. 21046

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting of the shareholders of Medifocus Inc. (the "Corporation") will be held at Suite 2116, 130 Adelaide Street, Toronto, Ontario M5H 3P5 on Wednesday, February 26, 2020, at 10:00 a.m. (Toronto time) for the following purposes:

1. to receive and consider the audited financial statements of the Corporation for the years ended March 31, 2019 and 2018, together with the reports of the auditors thereon;
2. to elect directors;
3. to consider, and if deemed advisable, to approve an ordinary resolution the text of which is disclosed in the accompanying Circular, approving the continued use of the Corporations rolling incentive stock option plan reserving a maximum of 10% of the Corporation’s issued and outstanding shares in compliance with Policy 4.4 – Incentive Stock Options of the TSX Venture Exchange;
4. to transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.

Shareholders are referred to the management information circular for more detailed information with respect to the matters to be considered at the meeting and for the full text of the resolutions. An ordinary resolution must be passed by not less than 50% of the votes cast by shareholders who vote in respect of the resolution.

Shareholders who are unable to attend the meeting in person are requested to complete, date, sign and return the enclosed form of proxy or voting instruction form (“VIF”) so that as large a representation as possible may be represented at the meeting. To be valid, proxies must be received by the Corporation's transfer agent, TSX Trust Company, 200 University Avenue, 3rd Floor, Toronto, Ontario M5H 4H1 not later than 48 hours (excluding Saturdays and holidays) before the time of holding the meeting or adjournment thereof. Non-registered shareholders must deliver their completed proxy or VIF in accordance with the instructions given by their financial institution or other intermediary that forwarded it to them.

DATED at Toronto, Ontario this 10 day of January 2020.

BY ORDER OF THE BOARD

“William Jow, MD” William Jow, MD President and Chief Executive Officer

These materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly, the issuer (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.