Saltire Capital — Proxy Solicitation & Information Statement 2024

Jul 3, 2024

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NOTICE OF SPECIAL MEETING OF CLASS A RESTRICTED VOTING SHAREHOLDERS TO BE HELD ON JULY 26, 2024

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of the Class A restricted voting shares (the “ Class A Restricted Voting Shares ”) in the capital of FG Acquisition Corp. (“ FGAC ” or the “ Company ”) will be held as a virtual meeting on July 26, 2024, at 12:00 p.m. (Toronto time), for the following purposes:

1. to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution, the full text of which is set forth in the accompanying management information circular (the “ Circular ”), to extend the date by which FGAC has to consummate a qualifying acquisition from November 5, 2024 to April 4, 2025 (the “ Extension ”), if necessary (the “ Extension Resolution ”); and

2. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the accompanying Circular. The Circular is deemed to form part of this notice of meeting. Please read the Circular carefully before you vote on the matters being transacted at the Meeting.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting is May 29, 2024 (the “ Record Date ”). Only Shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof.

FGAC is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast, where all Shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with directors and management of FGAC as well as other Shareholders. Shareholders will not be able to attend the Meeting in person. Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://virtual-meetings.tsxtrust.com/en/1693. Beneficial Shareholders (being Shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend as a guest and view the webcast but not be able to participate or vote at the Meeting. In addition, it is strongly recommended that such registered Shareholders and proxyholder access the Meeting at least 15 minutes prior to the start of the Meeting. Shareholders who wish to ensure that their Class A Restricted Voting Shares will be voted at the Meeting are requested to complete, date and execute the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the management information circular accompanying this Notice.

As a Shareholder, it is very important that you read the Circular and other Meeting materials carefully. They contain important information with respect to voting your Shares and attending and participating at the Meeting.

A Shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form to represent him, her or it at the Meeting may do so by inserting such person’s name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy, including if you are a nonregistered Shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a username to participate in the Meeting. Without a username, proxyholders will not be able to attend, participate or vote at the Meeting. To register a proxyholder, Shareholders MUST send an email to tsxtrustproxyvoting@tmx.com and provide TSX Trust Company with their

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proxyholder’s contact information, amount of Shares appointed, name in which the Shares are registered if they are a registered Shareholder, or name of broker where the Shares are held if a beneficial Shareholder, so that TSX Trust Company may provide the proxyholder with a username via email.

A registered holder of Shares may attend the Meeting online or may be represented by proxy. If you are a registered holder of Shares and you are unable to attend the Meeting online, we encourage you to vote by completing the enclosed form of proxy in accordance with the enclosed instructions. Voting by proxy will not prevent you from voting if you attend the Meeting and will ensure that your vote will be counted if you are unable to attend.

A proxy will not be valid for use at the Meeting unless the completed form of proxy is deposited at the offices of FGAC’s transfer agent, TSX Trust Company, at 100 Adelaide St. W, Suite 301, Toronto, ON M5H 4H1, by facsimile at (416) 595-9593, or by internet at www.voteproxyonline.com by 12:00 p.m. (Toronto time) on July 24, 2024 or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for the reconvening of the Meeting. A person appointed as a proxyholder need not be a Shareholder. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

These shareholder materials are being sent to both registered and non-registered owners of the Shares. If you are a nonregistered owner, and FGAC or its agent has sent these materials directly to you, your name and address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

If you are not a registered holder of Shares and receive these materials through your broker or other intermediary, please complete the form of proxy or voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided therein.

In connection with the Meeting, FGAC will provide holders of Class A Restricted Voting Shares with the opportunity to deposit for redemption all or a portion of their Class A Restricted Voting Shares, irrespective of whether such holders voted for or against, or did not vote on, the Extension Resolution, provided that they deposit their shares for redemption prior to the second business day before the date of the Meeting. Upon the requisite approval of the Extension Resolution (which requires approval by both the holders of the Class A Restricted Voting Shares and the Board) and, subject to applicable law, FGAC will be required to redeem such Class A Restricted Voting Shares so deposited for redemption at an amount per Class A Restricted Voting Share, payable in cash, equal to the pro rata portion (per Class A Restricted Voting Share) of: (A)(i) the escrowed funds available in the Escrow Account at the time of the Meeting at which an Extension is approved, including any interest and other amounts earned thereon, less (ii) an amount equal to the total of (a) any applicable taxes payable by the Company on such interest and other amounts earned in the Escrow Account, and (b) actual and expected expenses directly related to the redemption (and for greater certainty, such amount will not be reduced by the deferred underwriting commissions per Class A Restricted Voting Share held in the Escrow Account), each as reasonably determined by the Company, less (B) any taxes of the Company (including under Part VI.1 of the Tax Act), as reasonably determined by the Company, arising in connection with the redemption of the Class A Restricted Voting Shares (the “ Class A Extension Redemption Price ”). It should also be noted that shareholders will have another redemption opportunity should FGAC close a qualifying acquisition prior to the applicable deadline. Depending on a shareholder’s individual circumstances, the Canadian income tax consequences to a Shareholder who redeems shares could be worse than the Canadian income tax consequences to a Shareholder who sells shares in the open market, since redeeming shares will result in a deemed dividend to the Shareholder. Shareholders who are not resident in Canada and whose shares are redeemed will be subject to Canadian withholding tax on the deemed dividend. See “Certain Canadian Federal Income Tax Considerations” in the Circular.

If the Extension Resolution is approved and the Extension is made effective, FGAC shall (a) redeem those Class A Restricted Voting Shares that are deposited for redemption, and (b) deliver to each such holder who has deposited shares for redemption the Class A Extension Redemption Price per share, which amount shall reduce FGAC’s net asset value. The remainder of the escrow funds shall remain in the Escrow Account, and holders of the Class A Restricted Voting Shares who do not redeem their shares will retain their redemption rights with respect to the closing of the qualifying acquisition itself. FGAC cannot predict the amount that will remain in FGAC’s escrow account if the Extension Resolution is approved and the Extension is implemented, and the amount remaining in FGAC’s escrow account may be only a small fraction of the approximately $261,944.84 that was in the Escrow Account as of June 21, 2024.

On May 3, 2024, FGAC entered into a share purchase agreement (the “ Purchase Agreement ”) with FGAC Investors LLC (the “ FG Sponsor ”), CG Investments VII Inc. (together with FG Sponsor, the “ Sponsors ”), Strong Global

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Entertainment, Inc. (“ Strong ”) and MDI Screen Systems, Inc. (“ MDI ”), which provides for the acquisition (the “ MDI Acquisition ”) by FGAC of all the issued and outstanding shares of MDI for an aggregate purchase price of $30 million, subject to adjustments and payable in accordance with the terms of the Purchase Agreement.

Accordingly, the Board is seeking approval of the Extension Resolution by holders of the Class A Restricted Voting Shares, in accordance with FGAC’s Articles, to extend FGAC’s permitted timeline to April 4, 2025 in order to give FGAC maximum flexibility in consummating its qualifying acquisition.

If the Extension Resolution is not approved and a qualifying acquisition is not consummated by November 5, 2025, FGAC will cease all operations except for the purpose of winding-up. In connection therewith, and subject to applicable laws, each Class A Restricted Voting Share will be redeemed for its pro rata portion of the escrow funds available in the Escrow Account less certain specified costs. The Board may revoke the Extension Resolution without further approval of holders of the Class A Restricted Voting Shares at any time prior to the Extension becoming effective in the event that they determine not to proceed with the Extension.

Holders of Class A Restricted Voting Shares whose Class A Restricted Voting Shares are held through an intermediary may have earlier deadlines for depositing their Class A Restricted Voting Shares pursuant to the redemption right. If the deadline for depositing such shares held through an intermediary is not met by a holder of Class A Restricted Voting Shares, such holder’s Class A Restricted Voting Shares may not be eligible for redemption.

Shareholders that have any questions or need additional information with respect to the voting of their Shares should consult their financial, legal, tax or other professional advisors.

DATED this 21[st] day of June, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ Larry G. Swets Jr. ”

Larry G. Swets Jr. Chief Executive Officer and Director

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