SATO Technologies Corp. — AGM Information 2021

Jun 15, 2021

CAPRICORN BUSINESS ACQUISITIONS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT, an annual and special meeting (the " Meeting ") of shareholders of Capricorn Business Acquisitions Inc. (the " Corporation ") will be held as a virtual-only meeting on July 9, 2021 at 10:00 a.m. (Eastern Time).

On May 25, 2021, the Corporation entered into an arrangement agreement with Canada Computational Unlimited Inc. (" CCU ") and 9442-4868 Quebec Inc., a wholly-owned subsidiary of the Corporation, pursuant to which the Corporation will, among other things, acquire indirectly all of the issued and outstanding common shares of CCU in exchange for common shares of the Corporation (the " Common Shares "), by way of an arrangement under Chapter XVI – Division II of the Business Corporations Act ( Quebec ) (the " Proposed Transaction "). The Proposed Transaction is intended to constitute the " Qualifying Transaction " of the Corporation under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange.

The Meeting is being held for the following purposes:

1. TO RECEIVE the financial statements of the Corporation for the years ended April 30, 2020, April 30, 2019 April 30, 2018, and April 30, 2017 together with the reports of the auditors thereon;

2. TO ELECT (A) the directors of the Corporation (the " Current Slate ") to serve from the close of the Meeting until the earlier of: (i) the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed; and (ii) a time determined by the Current Slate, such time to be (x) no earlier than the time of completion of the Proposed Transaction and (y) not later than one business day following the date of completion of the Proposed Transaction, and, if no such determination is made by the Current Slate, such determination will be deemed to have been made and the time deemed to be determined shall be the effective time of the Proposed Transaction (any such determined time, the " Effective Time "; and (B) to set the number of directors of the Corporation immediately following the Effective Time at six (6) directors and to elect the directors of the Corporation to serve from the Effective Time until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed, as more fully described in the accompanying management information circular dated June 4, 2021 (the " Management Information Circular ");

3. TO RE-APPOINT RSM Canada LLP as auditors of the Corporation until the earlier of the next general meeting of the Corporation or the completion of the Proposed Transaction and, conditional on and effective upon the completion of the Proposed Transaction, to appoint Grant Thornton LLP as auditors for the Corporation and authorize the board of directors of the Corporation to fix each of the auditors' remuneration, as applicable;

4. TO CONSIDER , and if deemed advisable, to approve, with or without variation, a special resolution authorizing an amendment of the articles of the Corporation providing for a change of name of the Corporation, the details of which are contained under the heading "Particulars of Matters to be Acted Upon – Name Change" in the accompanying Management Information Circular;

5. TO CONSIDER , and if deemed advisable, to approve, with or without variation, a special resolution authorizing an amendment of the articles of the Corporation to consolidate the Common Shares of the Corporation, the details of which are contained under the heading "Particulars of Matters to be Acted Upon – Consolidation of Common Shares" in the accompanying Management Information Circular;

6. TO CONSIDER , and if deemed advisable, to approve, with or without variation, but subject to and conditional on the completion of the Proposed Transaction, an ordinary resolution approving the amended and restated option plan of the Corporation (the " Amended Option Plan "), the details of which are contained under the heading "Particulars of Matters to be Acted Upon – Stock Option Plan Following Completion of Proposed Transaction" in the accompanying Management Information Circular;

7. TO CONSIDER , and if deemed advisable, to approve, with or without variation, but subject to and conditional on the completion of the Proposed Transaction and adoption of the Amended Option Plan, an ordinary resolution of disinterested shareholders of the Corporation authorizing and approving an amendment to previously issued options granted to directors and officers of the Corporation, which amendment provides that the options will no longer expire 90 days following an optionholder ceasing to be a director or officer of the Corporation following the completion of a Qualifying Transaction, the details of which are contained under the heading "Particulars of Matters to be Acted Upon – Amendment of Options" in the accompanying Management Information Circular;

8. TO CONSIDER , and if deemed advisable, to approve, with or without variation, but subject to and conditional on the completion of the Proposed Transaction, an ordinary resolution of arm's length shareholders of the Corporation authorizing and approving payment of a finders' fee in the form of Common Shares of the Corporation to certain Non-Arm’s Length Parties (as that term is defined in the policies of the TSX Venture Exchange) in such amount as is equal to 0.40% of the post-consolidated Common Shares issued to shareholders of CCU in conjunction with the Proposed Transaction, the details of which are contained under the heading "Particulars of Matters to be Acted Upon – Finders' Fee" in the accompanying Management Information Circular;

9. TO TRANSACT such other business as may properly come before the Meeting.

Shareholders are invited to attend the virtual Meeting by following the advance registration instructions outlined below. If you are unable to attend the Meeting you may still vote on the above items by submitting a proxy. A form of proxy (the " Proxy ") accompanies this notice, together with the Management Information Circular. Please refer to the Notes to the Proxy for instructions on completing the Proxy. To be effective, the Proxy must be completed, dated, signed and returned within the time limits and in accordance with the instructions set out in the Notes.

As stated in the Notes, the enclosed Proxy is solicited by or on behalf of management of the Corporation, and the persons named as proxyholders are directors and/or officers of the Corporation, or nominees selected by management. You may appoint another person to represent you at the Meeting by striking out the names of the persons therein and inserting, in the space provided, the name of the person you wish to represent you at the Meeting.

Important Information Regarding Virtual Meeting Process

In light of the ongoing public health concerns related to COVID-19 and the challenges and uncertainties that it brings and in order to comply with the measures imposed by the federal and provincial governments, the Corporation will be hosting the Meeting in virtual format. Shareholders WILL NOT be able to attend the Meeting in person. In order to streamline the virtual meeting process, the Corporation encourages shareholders to vote in advance of the Meeting using the form of proxy of voting instruction form mailed to them with the Meeting materials. Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the virtual Meeting by calling the number below and instructions will be provided as to how shareholders entitled to vote at the Meeting may participate and vote at the Meeting. Beneficial shareholders who have not duly appointed themselves will be able to attend the virtual Meeting as guests, but guests will not be able to vote or ask questions at the Meeting.

Participant Access: 877-407-2991 (toll free number) or 201-389-0925 (Toll Number).

As noted above, we encourage you to complete and return the enclosed form of proxy indicating your voting instructions. Please complete, date and sign your form of proxy and return it to Computershare Trust Company of Canada, attention: Proxy Tabulation Unit, 8[th] Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 (facsimile numbers: within North America 1-866-249-775; outside North America 1-416-263-9524) – or vote by telephone or through the internet following the instructions on the form of proxy. To be valid, a completed form of proxy must be received by our transfer agent by no later than 10:00 a.m. (Eastern Time) on July 7, 2021 or, if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned meeting.

The Corporation reserves the right to take any additional precautionary measures in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak that the Corporation considers necessary or advisable including changing the time, date or location of the Meeting. Changes to the Meeting, time, date or location and/or means of holding the Meeting may be announced by way of news release. The Corporation does not intend to prepare or mail an amended Management Information Circular in the event of changes to the Meeting format.

Dated at Toronto, Ontario this 4[th] day of June, 2021

BY ORDER OF THE BOARD OF DIRECTORS OF CAPRICORN BUSINESS ACQUISITIONS INC.

By: ( s) Yvan Routhier__________ Name: Yvan Routhier Title: Chief Executive Officer, President and Director