Odd Burger — Proxy Solicitation & Information Statement 2025

Feb 10, 2025

NOTICE-AND-ACCESS NOTIFICATION TO SHAREHOLDERS
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MARCH 20, 2025

Dear shareholder:

You are receiving this notification because ODD Burger Corporation (“ODD Burger” or the “Corporation”) will be using the notice-and-access model (“Notice-and-Access”) provided for under National Instrument 51-102 and National Instrument 54-101 for the delivery of meeting materials to its shareholders in respect of the annual general and special meeting to be held on Thursday, March 20, 2025 (the “Meeting”).

Under Notice-and-Access, instead of receiving printed copies of the Corporation’s management information circular (“Information Circular”), shareholders receive this notice with information on how to access the Information Circular electronically. However, together with this notice, shareholders continue to receive a proxy or voting instruction form (“VIF”), enabling them to vote at the Meeting. Adopting Notice-and-Access to deliver materials is more environmentally friendly as it reduces paper use and also lowers the Corporation’s costs for printing and mailing.

Meeting Date, Location and Purposes

The Meeting will be held on Thursday, March 20, 2025 at 11:00 a.m. (EST) at the 505 Consortium Court, London, Ontario, N6E 2S8, Canada, for the following purposes:

1. Report and Financial Statements: to receive and consider the audited financial statements of the Corporation for the financial year ended September 30, 2023 and September 30, 2024, and the reports of the auditor thereon.
2. Fix Number of Directors to be Elected at the Meeting: to fix the number of directors of the Corporation to be elected at the Meeting at five.
3. Election of Directors: to elect the Board of Directors of the Corporation for the ensuing year.
4. Appointment of Auditor: to appoint the auditors of the Corporation for the ensuing year and to authorize the Board of Directors to fix the auditor’s remuneration. Please refer to “Appointment of Auditor” in the Information Circular.
5. Approval of the New Stock Option Plan: to consider, and if thought fit, approve, adopt and ratify, with or without modification, the ordinary resolution of disinterested shareholders, as more particularly set forth in the Circular, relating to the approval of the new stock option plan of the Corporation and reservation of shares thereunder.
6. Other Matters: to transact such other business as may properly come before the Meeting or any adjournment thereof.

For detailed information with respect to each of the above matters, please refer to the subsection bearing the corresponding title under “Particulars of Matters to be Acted Upon” in the Information Circular.

ODD BURGER URGES SHAREHOLDERS TO REVIEW THE INFORMATION CIRCULAR BEFORE VOTING.

Notice-and-access is a set of rules intended to reduce the volume of materials that must be physically mailed to shareholders by allowing issuers to post the Management Information Circular and additional materials online. Materials may be delivered electronically to shareholders. Please call the Corporation’s number at 416.616.4958 if you have any questions about notice-and-access.

Accessing Meeting Materials Online

The Meeting materials can be viewed online under ODD Burger Corporation’s profile at www.sedarplus.ca or at https://odysseytrust.com/client/odd-burger-corporation/

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Requesting Printed Meeting Materials

Shareholders can request that printed copies of the Meeting materials be sent to them by postal delivery at no cost to them up to one (1) year from the date the Information Circular was filed on SEDAR+. Shareholders may make their request without charge by calling the number at 416.616.4958 or by sending an email to invest@oddburger.com In order to receive paper copies in time to vote before the Meeting, your request should be received by March 18, 2025.

Voting Process

Registered holders: If you are not attending the Meeting, you can submit your proxy as follows:

By Mail: Sign, date and return the enclosed proxy to Odyssey Trust Company, 702 — 67 Yonge Street, Toronto Ontario, M5E 1J8, Attention: Proxy Department.

On the Internet: registered holders can also vote online at https://login.odysseytrust.com/pxlogin

To be effective, a proxy must be received not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof.

Non-registered holders: If you are not attending the Meeting, use the VIF provided by your intermediary (bank, trust company or broker) and return it as early as practicable to ensure that it is transmitted on time (see the VIF for details). It must be received by your intermediary with sufficient time for them to file a proxy with Computershare not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof.

Voting in Person: For registered holders, if you plan to attend the Meeting, you must register with Computershare when you arrive at the Meeting to have voting rights at the Meeting. For non-registered holders, if you plan to attend the Meeting, you must appoint yourself in the space provided in the VIF and register with Computershare when you arrive at the Meeting to have voting rights at the Meeting and return the VIF to Computershare (by the deadline noted above), so that you can be recorded as a proxy appointee. Please register your name with Computershare when you arrive at the meeting to have voting rights at the Meeting.

Dated at London, Ontario, this 5th day of February, 2025.

BY ORDER OF THE BOARD

signed “James McInnes”
James McInnes Chief Executive Officer and Director
ODD Burger Corporation