Net Zero Renewable Energy Inc. — AGM Information 2020

Dec 21, 2020

ENERDYNAMIC HYBRID TECHNOLOGIES CORP. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of Enerdynamic Hybrid Technologies Corp. (the “ Corporation ”) will be held at the Corporation’s Niagara Falls Office, 6040 Progress Street, Niagara Falls, Ontario L2G 0C4 on January 19, 2021 at 10:00 a.m. (Eastern Standard Time) (the “ Meeting Date ”), for the following purposes:

• (a) to consider and, if deemed advisable, pass a special resolution approving an amendment to the Corporation’s articles to consolidate all of the issued and outstanding common shares of the Corporation on the basis of the Consolidation Ratio (as that term is further defined in this Information Circular) with the final ratio to be determined by the Board at any time during the 12 months following the Meeting Date;

• (b) to receive and consider the audited annual consolidated financial statements of the Corporation for the financial years ended November 30, 2018, and November 30, 2019, and the report of the auditors thereon;

• (c) to elect directors of the Corporation for the ensuing year;

• (d) to approve the appointment of HS & Partners LLP as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;

• (e) to consider and, if deemed advisable, pass an ordinary resolution ratifying and approving the incentive stock option plan (unchanged) of the Corporation; and

• (f) to transact such other business as may properly come before the Meeting or any adjournment thereof.

Specific details of the matters to be put before the Meeting are set forth in the management information circular accompanying this Notice (the “ Information Circular ”). The record date for determination of Shareholders entitled to receive notice of and to vote at the Meeting is December 14, 2020 (the “ Record Date ”). Only Shareholders whose names have been entered in the register of Common Shares at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. Each of the Common Shares entitled to be voted at the Meeting will entitle the holder to one (1) vote at the Meeting. Shareholders are requested to complete, sign and return the applicable accompanying form of proxy (the “Form of Proxy”) for use at the Meeting, whether or not they are able to attend personally, as described in the Information Circular.

You are a registered Shareholder if your Common Shares are held in your name and you have a certificate representing such Common Shares. If you are a registered Shareholder and are unable to attend the Meeting in person, please date, complete and sign the enclosed Form of Proxy and deliver it to the Corporation’s transfer agent, Computershare, in accordance with one of the methods of delivery described on the Form of Proxy, which include by mail to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, or by facsimile to 1-(888)-453-0330. In order to be valid and acted upon at the Meeting or at any adjournment or postponement thereof, proxies must be received by Computershare at the aforesaid address at least forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the time set for the Meeting or any adjournment or postponement thereof. The Corporation may waive the proxy cut-off time without notice in its discretion. Failure to deposit a Form of Proxy in accordance with the foregoing may result in its invalidation.

You are a beneficial Shareholder if your Common Shares are held in the name of an intermediary or a nominee. If you are a beneficial holder of Common Shares, please date, complete, sign and return the voting instruction form (“ VIF ”) provided by your broker or other intermediary in accordance with the instructions provided therein.

At the date of this Notice and the accompanying Information Circular, it is the intention of the Corporation to hold an inperson Meeting at the location stated above in this Notice. We are continuously monitoring the development of the current coronavirus outbreak (“ COVID-19 ”). In light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and NOT ATTEND THE MEETING IN PERSON . Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid19.html). We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of Ontario, including the Ontario Health Services, and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 21 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed Form of Proxy or VIF prior to the Meeting by one of the means described in the Information Circular accompanying this Notice.

The Corporation reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 21 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR at www.sedar.com. We strongly recommend you check the Corporation’s profile on SEDAR prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Corporation will not prepare or mail amended Meeting Materials.

THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON.

DATED at Toronto, Ontario this 16th day of December 2020.

BY ORDER OF THE BOARD OF DIRECTORS OF ENERDYNAMIC HYBRID TECHNOLOGIES CORP.

(signed) “ John Gamble ” Chief Executive Officer and President Enerdynamic Hybrid Technologies Corp.