Promino Nutritional Sciences Inc. — Proxy Solicitation & Information Statement 2026

Jan 23, 2026

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the holders (the "Shareholders") of common shares of Promino Nutritional Sciences Inc. (the "Corporation") will be held at 10:00 a.m. Pacific Time / 1:00 p.m. Eastern Time on Thursday, February 12, 2026 by Zoom videoconference.

The Corporation is holding the Meeting via Zoom videoconference, where all shareholders regardless of geographic location and equity ownership will have an equal opportunity to attend and participate in the Meeting and engage with the directors and management of the Corporation. Shareholders will not be able to attend the Meeting in person. Registered shareholders and duly appointed proxyholders will be able to attend, via the conference call, participate and submit questions at the Meeting.

Join the Meeting at +1 778 907 2071 (Vancouver), +1 647 374 4685 (Toronto), +1 929 205 6099 (New York) (or find your local number at https://us02web.zoom.us/u/kcWgKNVoT1) on Thursday, February 12, 2026, available starting 9:45 a.m. Pacific Time / 12:45 p.m. Eastern Time. The Meeting ID is 891 8836 7252 and passcode is 544033. The Meeting can also be accessed online at:

https://us02web.zoom.us/j/89188367252?pwd=bCc5BRTRy3VRTbYyBk9BfRliCoPi4x.1

Non-registered beneficial shareholders (being those persons who hold their shares through a broker, securities dealer, bank, trust company, custodian, nominee or similar entity) who have not duly appointed themselves as proxyholder may also attend the conference call as guests. Guests will be able to attend and listen to the Meeting, but will not be able to vote or ask questions at the Meeting.

At the Meeting, the shareholders will receive the audited financial statements of the Corporation for the years ended December 31, 2024 and 2023, together with the auditor's report thereon, and consider resolutions to:

1. appoint Saturna Group Chartered Professional Accountants LLP, as the Corporation's auditor for the ensuing year, at a remuneration to be fixed by the Directors;
2. set the number of Directors for the ensuing year at three (3);
3. elect Directors to hold office for the ensuing year;
4. consider and, if thought fit, to re-approve by ordinary resolution the Corporation's Stock Option Plan, including all unallocated awards thereunder, as set out under the heading "Particulars of Other Matters to be Acted Upon – Shareholder Re-Approval of Stock Option Plan" in the accompanying Information Circular; and
5. transact such other business as may properly be transacted at the Meeting or at any adjournment thereof.

The details of all matters proposed to be put before Shareholders at the Meeting are set forth in the accompanying Information Circular. At the Meeting, Shareholders will be asked to approve each of the foregoing items. The Corporation is not aware of any items of business to be brought before the Meeting other than those noted above and further described in the accompanying Information Circular.

The directors of the Corporation have fixed January 12, 2026 as the record date for the Meeting (the "Record Date"). Only Shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting or any adjournment(s) or postponement(s) of the Meeting.

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Your vote is important. Management recommends you vote your shares in advance of the meeting to ensure your vote is properly accounted for. Only registered Shareholders and duly appointed proxyholders will be permitted access to the Meeting.

The Information Circular accompanying this Notice of Meeting provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of this Notice of Meeting. Also accompanying this Notice of Meeting is a proxy for registered shareholders. You may also be provided a voting instruction form by your Intermediary (as defined below) if you are a non-registered shareholder.

If you are a registered shareholder, whether or not you expect to attend the Meeting or any postponement or adjournment thereof, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE OR VOTE BY PROXY USING THE TELEPHONE OR INTERNET BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ACCOMPANYING PROXY. Please note that registered shareholders of the Corporation may vote in person if they attend the Meeting via Zoom videoconference and any postponement(s) or any adjournment(s) of the Meeting even if you have previously returned the proxy.

To be effective, a proxy must be received by Endeavor Trust Corporation no later than 10:00 a.m. Pacific Time / 1:00 p.m. Eastern Time on Tuesday, February 10, 2026, or in the case of any postponement or adjournment of the Meeting, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the postponed or adjourned meeting. Late proxies may be accepted or rejected by the Chairperson of the Meeting in his or her discretion. The Chairperson is under no obligation to accept or reject any particular late proxy.

As set out in the notes to the Proxy, the enclosed proxy is solicited by management of the Corporation, but you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

If you are a non-registered shareholder and receive these materials through your broker, institution, participant, trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada) or a nominee of any of the foregoing that holds your securities on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by the Intermediary. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting. Note that the deadlines set by your Intermediary for submitting your voting instruction form may be earlier than the dates described above.

DATED at Vancouver, British Columbia, this 12th day of January, 2026.

By order of the Board of Directors.

PROMINO NUTRITIONAL SCIENCES INC.

/s/ "Vito Sanzone"

Vito Sanzone

Chairman, CEO and Director