Mobio Technologies Inc. — Proxy Solicitation & Information Statement 2025

Feb 7, 2025

mobio technologies

204–1080 Mainland Street Vancouver, BC Canada, V6B 2T4 Phone: 778-300-7565

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on February 28, 2025 at 9:30 A.M. Pacific Time
via Zoom (Meeting ID 821 7462 0089; Passcode DBS7Kg)

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the "Meeting") of the shareholders of Mobio Technologies Inc. ("Mobio" or the "Company") will be via Zoom on Friday, February 28, 2025 at 9:30 a.m. (Pacific Time) to consider resolutions for the following purposes:

1) To receive and consider the comparative financial statements of the Company for the financial year ended July 31, 2024, together with the report of the auditor thereon;
2) To set the number of directors at three (3);
3) To elect directors for the ensuing year;
4) To appoint Dale Matheson Carr-Hilton LaBonte LLP as auditors of the Company for the ensuing year and to authorize the directors to determine the remuneration to be paid to the auditors;
5) To consider and, if deemed appropriate, pass, with or without variation, an ordinary resolution to approve the Company's stock option plan dated for reference December 1, 2023 (the "Stock Option Plan"); and
6) To transact such other business as may properly be put before the meeting.

The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Specifically, the proposed Company's stock option plan is subject to Exchange acceptance and if the Exchange finds the disclosure to Shareholders to be inadequate, that Shareholder approval may not be accepted by the Exchange. Also accompanying this Notice are (i) Form of Proxy or Voting Instruction Form, and (ii) Financial Statement Request Form. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting.

Only shareholders of record at the close of business on January 24, 2025, will be entitled to receive notice of and vote at the Meeting. Shareholders are entitled to vote at the Meeting either in person or by proxy and each shareholder of the Company entitled to vote on any matter at the Meeting shall be entitled to one vote for every such common share standing in such shareholder's name on the record date of the Meeting.

Registered shareholders who are unable to attend the Meeting via Zoom and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or 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.

Non-registered shareholders who plan to attend the Meeting via Zoom must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered shareholder.

DATED at Vancouver, British Columbia this 24th day of January, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF MOBIO TECHNOLOGIES INC.

/s/ "Laurie Baggio"
Chief Executive Officer