ShiftCarbon Inc. — AGM Information 2020

Oct 22, 2020

==> picture [126 x 29] intentionally omitted <==

TRACESAFE INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ Meeting ”) of the holders of common shares of TraceSafe Inc. (the “ Company ”) will be held on Tuesday, November 17, 2020, at the hour of 10:30 a.m. (Pacific time), at the offices located at 1111 Melville Street, Suite 1100, Vancouver, BC, V6E 3V6 for the following purposes:

1. To receive the audited consolidated financial statements of the Company for the year ended December 31, 2019, and the reports of the auditors thereon;

2. To set the maximum number of directors at five (5) and to elect directors of the Company for the ensuing year;

3. To appoint DMCL LLP as auditors for the Company for the ensuing financial year and to authorize the directors to fix their remuneration;

4. To consider, and if thought fit, to pass an ordinary resolution to re-approve the Company’s Stock Option Plan, as more particularly described in the accompanying Information Circular; and

5. To transact such other business as may properly come before the Meeting or any adjournment thereof.

The accompanying management 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 and Special Meeting.

The Company’s board of directors has fixed October 13, 2020 , as the record date for the determination of 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 accompanying Information Circular.

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Computershare Investor Services Inc. (the “ Transfer Agent ”), at their offices located on the 9th Floor, 100 University Avenue, Toronto ON M5J 2Y1, or by toll-free fax within North America at 1-866-249-7775 by 10:30 a.m. ( Pacific time ) on November 13, 2020 , or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of Ontario) before the time and date of any adjournment or postponement thereof.

If you are a non-registered shareholder of the Company and received this Notice of Annual General Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a selfadministered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing or any other person that holds your security on your behalf (the “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

The Company is continuing to monitor the potential impact of the coronavirus (COVID-19) on the upcoming Meeting and may decide to forego the physical Meeting in favor of a virtual-only Meeting or some other alternative depending on the situation. In such event, shareholders will be notified by press release or other means with additional details as soon as reasonably practicable.

DATED at Road Town, Tortola, BVI this 13th day of October 2020

BY ORDER OF THE BOARD OF DIRECTORS

Yours truly,

(signed) James Passin

James Passin Chairman of the Board