Quantum Secure Encryption Corp. — AGM Information 2024

Oct 25, 2024

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SCOPE TECHNOLOGIES CORP. 1000 – 1055 West Hastings Street Vancouver, BC V6E 2E9

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 25, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

October 24, 2024

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this Notice of Annual General Meeting of Shareholders or this Management Information Circular, you should immediately contact your advisor .

SCOPE TECHNOLOGIES CORP.

1000 – 1055 West Hastings Street

Vancouver, BC V6E 2E9

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 25, 2024

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of the shareholders (the “Shareholders”) of Scope Technologies Corp. (the “Company”) will be held at Suite 704, 595 Howe Street, Vancouver, British Columbia on November 25, 2024, at 10:00 a.m. (Vancouver time) for the following purposes:

1. to receive the audited financial statements of the Company for the financial year ended September 30, 2023, and the accompanying report of the auditors;

2. to set the number of directors of the Company for the ensuing year at five (5) persons;

3. to elect James Young, Alan Tam, Darien Lattanzi, Sean Prescott and James Liang as directors of the Company for the ensuing year;

4. to appoint Mao & Ying LLP as the auditors of the Company until the next annual general meeting of the Shareholders and to authorize the directors of the Company to fix the remuneration to be paid to the auditors; and

5. to consider and if deemed appropriate, to pass, with or without variation, an ordinary resolution approving, ratifying and confirming the Company’s rolling 10% equity incentive plan (the “Equity Incentive Plan”) as more particularly described in the accompanying Management Information Circular (the “Information Circular”).

The Information Circular 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 Annual General Meeting of Shareholders.

The Company’s board of directors has fixed October 16, 2024 as the record date for the determination of the Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Information Circular.

If a registered Shareholder does not attend the Meeting and wishes to vote at the Meeting, a registered Shareholder will need to complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Endeavor Trust Corporation., 702 - 777 Hornby Street, Vancouver, BC V6Z 1S4 by mail or fax, no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof.

If you are a non-registered Shareholder, please complete and return the materials in accordance with the instructions set forth in the Information Circular.

DATED at Vancouver, British Columbia, this 24[th] day of October, 2024.

ON BEHALF OF THE BOARD

SCOPE TECHNOLOGIES CORP.

James Young

Chief Executive Officer and Director

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