Pender Growth Fund Inc. — AGM Information 2021

Jun 3, 2021

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NOTICE OF ANNUAL GENERAL MEETING

PENDER GROWTH FUND INC.

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Notice is hereby given that the Annual General Meeting (the " Meeting ") of the shareholders of Pender Growth Fund Inc. (the " Company ") will be held on Wednesday, June 30, 2021 at 1830 – 1066 West Hastings Street, Vancouver, British Columbia, Canada, at the hour of 9:00 a.m. (local time in Vancouver, B.C.) for the following purposes:

1. To receive the audited annual financial statements of the Company for its fiscal year ended December 31, 2020, and accompanying report of the auditor.

2. To appoint KPMG LLP, Chartered Accountants, as the Company's auditor for the ensuing fiscal year, at a remuneration to be fixed by the directors.

3. To elect the following persons as directors of the Company for the ensuing year:

David Barr J. Kelly Edmison Ian D. Power Wendy Porter

1. To transact such further or other business as may properly come before the Meeting and any adjournments thereof.

Accompanying this Notice is an Information Circular and a form of Proxy for the holders of the Class C Participating Common Shares. The accompanying 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.

Shareholders unable to attend the Meeting in person should read the notes to the enclosed Proxy, as applicable, and complete and return the Proxy to the Company within the time required by, and to the location set out in, the notes to the Proxy.

Due to continuing concerns regarding the coronavirus (COVID-19) and in consideration of the health and safety of shareholders, employees, other stakeholders and the broader community, the Company strongly encourages all shareholders to consider not attending the meeting in person but to instead access the meeting by zoom or teleconference . The Company strongly encourages all shareholders to vote their shares prior to the meeting. Shareholders will not be able to vote through the conference call.

Details of Zoom and telephone conference:

Zoom link: https://us06web.zoom.us/j/82850109938?pwd=OEY2REJhWnAybjZDYVVyL1BDM3FLQT09

Dial in number: (778) 907-2071

Webinar ID: 828 5010 9938

Passcode: 819832

We hope you will be able to participate in the Meeting. Your vote is important regardless of the number of shares you own. We encourage you to vote your shares by proxy ahead of the Meeting. The Company will be unable to accept voting by zoom or telephone during the meeting. Please review the voting instructions set out in the Information Circular under the heading “Appointment of Proxyholder and Revocation of Proxies”.

Should a shareholder consider their physical attendance at the Meeting to be essential, they must register with the Company 48 hours prior to the Meeting in order to enable the Company to take the appropriate safety precautions.

The enclosed Proxy is solicited by management of the Company and you may amend it, if you wish, by inserting in the space provided the name of the person you wish to represent you as proxy holder at the Meeting.

DATED at Vancouver, British Columbia, this 27[th] day of May, 2021.

BY ORDER OF THE BOARD

“Kelly Edmison”

Kelly Edmison Chairman

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