Real Matters Inc. — Proxy Solicitation & Information Statement 2022

Dec 29, 2022

REAL MATTERS INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 1, 2023

TAKE NOTICE THAT an annual meeting (the "Meeting") of the shareholders of REAL MATTERS INC. ("Real Matters" or the "Company") will be conducted online only, via live audio webcast on Wednesday, February 1, 2023 at 10:00 a.m. (Eastern time) at www.virtualshareholdermeeting.com/realmatters2023 for the following purposes:

• 1. to receive the audited consolidated financial statements of Real Matters for the year ended September 30, 2022, together with the auditor's report thereon;
• 1. to elect directors of Real Matters to hold office until the close of business of the next annual meeting of Real Matters' shareholders;
• 1. to re-appoint Deloitte LLP as the auditor of Real Matters to hold office until the close of business of the next annual meeting of Real Matters' shareholders and to authorize the directors of Real Matters to fix the auditor's remuneration; and
• 1. to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

Information relating to the items described above is set forth in the accompanying Management Information Circular of Real Matters.

By logging on to www.virtualshareholdermeeting.com/realmatters2023 and following the instructions set forth in the accompanying Management Information Circular of Real Matters, shareholders will be able to attend the Meeting live, submit questions and vote their shares while the Meeting is being held.

Only registered shareholders of record of Real Matters at the close of business on December 13, 2022, the record date, or the persons they appoint as proxies, will be entitled to receive notice of and to vote at the Meeting.

Registered and non-registered shareholders entitled to vote at the Meeting may vote by proxy in advance of the Meeting. However, only registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Meeting during the live audio webcast. Nonregistered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions but will not be able to vote. Guests will be able to attend the Meeting but will not be able to submit questions, vote their shares (if any) or otherwise participate in the Meeting. Please note that shareholders and duly appointed proxyholders will need the 16-digit control number indicated on the form of proxy or voting instruction form accompanying this Notice of Meeting or the 8-character Appointee Identification Number, as applicable, to log on to the Meeting as "Shareholder" or "Proxyholder / Appointee". Otherwise, they will have to log on as "Guests". Please refer to the accompanying Management Information Circular for additional details on how to log on to the Meeting.

Regardless of whether or not shareholders are able to attend the Meeting (or any adjournment thereof) via the live audio webcast, shareholders are strongly encouraged to complete, date, sign and return the accompanying form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form and in the accompanying Management Information Circular, or alternatively to vote over the Internet or by telephone, at their discretion, in accordance with the instructions provided on such form and in the Management Information Circular. In order to be valid for use at the Meeting, proxies must be received by 10:00 a.m. (Eastern time) on Monday, January 30, 2023 or, if the Meeting is adjourned or postponed, 48 hours prior to the time which the Meeting has been adjourned or postponed, excluding Saturdays, Sundays and statutory holidays. The chair of the Meeting may waive or extend the proxy cut-off time without notice. Non-registered shareholders of Real Matters who receive these materials through their broker or other intermediary should carefully follow the instructions provided by their broker or intermediary.

The Company is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the meeting materials to shareholders ("Proxy Materials"). Under the notice-and-access procedures, instead of receiving paper copies of the Proxy Materials, shareholders will receive a package in the mail with a notification explaining how to access and review the meeting materials electronically and how to request a paper copy at no charge. The package will also include a proxy form or a voting instruction form so that shareholders can vote their shares.

The Proxy Materials will be available online at https://docs.tsxtrust.com/2277 and on SEDAR at www.sedar.com. Starting on December 29, 2022, shareholders can request a free paper copy of the Proxy Materials. To receive the paper copy in advance of the voting deadline and meeting date, the Company recommends that shareholders submit a request no later than 5:00 p.m. (Eastern time) on January 23, 2023.

The Company elected to conduct the Meeting virtually this year due to the ongoing coronavirus (COVID-19) pandemic as well as the high number of flu and RSV cases that are currently circulating in the community. This measure is a proactive and prudent step to continue protecting the health and safety of the Company's shareholders, directors, employees and other stakeholders. Shareholders are invited to attend the Meeting online as there will be an opportunity to ask questions. The Company reminds shareholders to review the information contained in the Management Information Circular prior to voting.

DATED at Markham, Ontario this 13th day of December, 2022.

By Order of the Board of Directors

(signed) "Brian Lang"

Brian Lang Chief Executive Officer